Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | |||
Sep. 30, 2018 | Nov. 06, 2018 | Jun. 08, 2018 | Sep. 30, 2017 | |
Document And Entity Information | ||||
Entity Registrant Name | AETHLON MEDICAL INC | |||
Entity Central Index Key | 882,291 | |||
Document Type | POS AM | |||
Document Period End Date | Sep. 30, 2018 | |||
Amendment Flag | true | |||
Current Fiscal Year End Date | --03-31 | |||
Entity's Reporting Status Current | Yes | |||
Entity Filer Category | Smaller Reporting Company | |||
Entity Public Float | $ 11,000,000 | |||
Entity Common Stock, Shares Outstanding | 17,856,543 | 17,761,206 | ||
Document Fiscal Period Focus | Q2 | |||
Document Fiscal Year Focus | 2,019 | |||
Amendment description | combined xbrl report |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
CURRENT ASSETS | |||
Cash | $ 5,078,605 | $ 6,974,070 | $ 1,559,701 |
Accounts receivable | 0 | 74,813 | 0 |
Prepaid expenses and other current assets | 89,343 | 181,367 | 37,551 |
TOTAL CURRENT ASSETS | 5,167,948 | 7,230,250 | 1,597,252 |
Property and equipment, net | 16,094 | 27,552 | 29,223 |
Patents, net | 71,250 | 75,832 | 84,996 |
Deposits | 17,131 | 18,270 | 14,897 |
TOTAL ASSETS | 5,272,423 | 7,351,904 | 1,726,368 |
CURRENT LIABILITIES | |||
Accounts payable | 91,879 | 124,450 | 484,423 |
Due to related parties | 98,866 | 90,366 | 57,866 |
Convertible notes payable, net | 901,727 | 0 | |
Other current liabilities | 168,356 | 263,141 | 69,467 |
TOTAL CURRENT LIABILITIES | 1,260,828 | 477,957 | 611,756 |
Convertible notes payable, net | 0 | 841,153 | 519,200 |
TOTAL LIABILITIES | 1,260,828 | 1,319,110 | 1,130,956 |
COMMITMENTS AND CONTINGENCIES (Note 12) (Note 13 as of 9/30/18) | |||
STOCKHOLDERS' EQUITY | |||
Common stock, $0.001 par value, 30,000,000 shares authorized at March 31, 2018 and 2017; 17,739,511 and 8,797,086 issued and outstanding at March 31, 2018 and 2017, respectively | 17,835 | 17,740 | 8,796 |
Additional paid-in capital | 106,107,157 | 105,574,014 | 94,445,739 |
Accumulated deficit | (101,997,287) | (99,457,714) | (93,778,156) |
TOTAL AETHLON MEDICAL, INC. STOCKHOLDERS' EQUITY BEFORE NONCONTROLLING INTERESTS | 4,127,705 | 6,134,040 | 676,379 |
NONCONTROLLING INTERESTS | (116,110) | (101,246) | (80,967) |
TOTAL STOCKHOLDERS' EQUITY | 4,011,595 | 6,032,794 | 595,412 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 5,272,423 | $ 7,351,904 | $ 1,726,368 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Stockholders' Deficit | |||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common stock issued | 17,834,560 | 17,739,511 | 8,797,086 |
Common stock outstanding | 17,834,560 | 17,739,511 | 8,797,086 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
REVENUES: | ||||||
Government contract revenue | $ 0 | $ 0 | $ 149,625 | $ 0 | $ 149,625 | $ 392,073 |
Total revenues | 0 | 0 | 149,625 | 0 | 149,625 | 392,073 |
OPERATING COSTS AND EXPENSES | ||||||
Professional fees | 403,044 | 383,178 | 852,479 | 726,201 | 1,553,204 | 2,161,592 |
Payroll and related expenses | 672,279 | 618,081 | 1,274,844 | 1,248,308 | 2,634,937 | 3,479,347 |
General and administrative | 271,631 | 234,914 | 466,528 | 421,913 | 792,600 | 849,491 |
Total operating expenses | 1,346,954 | 1,236,173 | 2,593,851 | 2,396,422 | 4,980,741 | 6,490,430 |
OPERATING LOSS | (1,346,954) | (1,236,173) | (2,444,226) | (2,396,422) | (4,831,116) | (6,098,357) |
OTHER EXPENSE | ||||||
Loss on debt extinguishment | 0 | 0 | 0 | 376,909 | 376,909 | 558,198 |
Warrant repricing expense | 0 | 345,841 | ||||
Loss on share for warrant exchanges | 0 | 10,425 | 0 | 130,214 | 130,215 | 0 |
Interest and other expenses | 55,106 | 61,979 | 110,210 | 250,583 | 361,597 | 304,330 |
Total other expense | 55,106 | 72,404 | 110,210 | 757,706 | 868,721 | 1,208,369 |
NET LOSS BEFORE NONCONTROLLING INTERESTS | (1,402,060) | (1,308,577) | (2,554,436) | (3,154,128) | (5,699,837) | (7,306,726) |
LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (8,715) | (4,671) | (14,864) | (8,439) | (20,279) | (30,613) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,393,345) | $ (1,303,906) | $ (2,539,572) | $ (3,145,689) | $ (5,679,558) | $ (7,276,113) |
Basic and diluted net loss per share available to common stockholders | $ (0.08) | $ (0.14) | $ (0.14) | $ (0.35) | $ (0.46) | $ (0.94) |
Weighted average number of common shares outstanding - basic and diluted | 17,789,236 | 9,032,157 | 17,771,918 | 8,939,624 | 12,317,074 | 7,764,237 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Mar. 31, 2016 | 7,622,393 | ||||
Beginning balance, value at Mar. 31, 2016 | $ 7,621 | $ 88,047,142 | $ (86,502,043) | $ (50,354) | $ 1,502,366 |
Issuances of common stock for cash under at the market program, shares | 216,078 | ||||
Issuances of common stock for cash under at the market program, value | $ 216 | 954,889 | 955,105 | ||
Issuances of common stock and warrants under registered direct financing, shares | 773,000 | ||||
Issuances of common stock and warrants under registered direct financing, value | $ 773 | 1,803,477 | 1,804,250 | ||
Issuances of common stock under conversions of convertible notes and related accrued interest, shares | 33,091 | ||||
Issuances of common stock under conversions of convertible notes and related accrued interest, value | $ 33 | 144,686 | 144,719 | ||
Warrant repricing expense | 345,841 | 345,841 | |||
Loss on debt extinguishment | 558,198 | 558,198 | |||
Debt discount on convertible notes payable | 783,868 | 783,868 | |||
Issuance of common shares for repurchase of restricted stock units, shares | 149,864 | ||||
Issuance of common shares for repurchase of restricted stock units, value | $ 150 | (378,668) | (378,518) | ||
Exercise of cashless warrants, shares | 2,660 | ||||
Exercise of cashless warrants, value | $ 3 | (3) | |||
Stock-based compensation expense | 2,186,309 | 2,186,309 | |||
Net loss | (7,276,113) | (30,613) | (7,306,726) | ||
Ending balance, shares at Mar. 31, 2017 | 8,797,086 | ||||
Ending balance, value at Mar. 31, 2017 | $ 8,796 | 94,445,739 | (93,778,156) | (80,967) | 595,412 |
Issuances of common stock for cash under at the market program, shares | 941,504 | ||||
Issuances of common stock for cash under at the market program, value | $ 941 | 2,104,027 | 2,104,968 | ||
Issuances of common stock for cash under warrant exercises, shares | 2,160,350 | ||||
Issuances of common stock for cash under warrant exercises, value | $ 2,160 | 2,231,642 | 2,233,802 | ||
Issuances of common stock under conversions of convertible notes and related accrued interest, shares | 120,922 | ||||
Issuances of common stock under conversions of convertible notes and related accrued interest, value | $ 121 | 362,642 | 362,763 | ||
Issuance of common stock in public offering, shares | 5,454,546 | ||||
Issuance of common stock in public offering, value | $ 5,455 | 5,284,280 | 5,289,735 | ||
Loss on debt extinguishment | 376,909 | ||||
Issuance of common shares for repurchase of restricted stock units, shares | 175,262 | ||||
Issuance of common shares for repurchase of restricted stock units, value | $ 175 | (278,808) | (278,633) | ||
Common stock issued for services, shares | 15,000 | ||||
Common stock issued for services, value | $ 15 | 33,585 | 33,600 | ||
Issuance of common shares pursuant to warrant exchanges, shares | 74,841 | ||||
Issuance of common shares pursuant to warrant exchanges, value | $ 77 | 130,138 | 130,215 | ||
Stock-based compensation expense | 1,260,769 | 1,260,769 | |||
Net loss | (5,679,558) | (20,279) | (5,699,837) | ||
Ending balance, shares at Mar. 31, 2018 | 17,739,511 | ||||
Ending balance, value at Mar. 31, 2018 | $ 17,740 | $ 105,574,014 | $ (99,457,714) | $ (101,246) | 6,032,794 |
Loss on debt extinguishment | 0 | ||||
Net loss | (2,554,436) | ||||
Ending balance, value at Sep. 30, 2018 | $ 4,011,595 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,554,436) | $ (3,154,128) | $ (5,699,837) | $ (7,306,726) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 16,040 | 18,651 | 35,658 | 32,413 |
Warrant repricing expense | 0 | 345,841 | ||
Loss on share for warrant exchanges | 0 | 130,214 | 130,215 | 0 |
Loss on debt extinguishment | 0 | 376,909 | 376,909 | 558,198 |
Stock based compensation | 599,658 | 564,445 | 1,260,769 | 2,186,309 |
Amortization of debt discount and deferred financing costs | 60,574 | 185,089 | 245,663 | 220,439 |
Fair market value of common stock issued for services | 19,350 | 33,600 | 33,600 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 74,813 | 0 | (74,813) | 199,471 |
Prepaid expenses and other current assets | 93,163 | (54,186) | (143,816) | 15,743 |
Other assets | (3,374) | 7,518 | ||
Accounts payable and other current liabilities | (127,358) | (194,421) | (104,154) | 322,140 |
Due to related parties | 8,500 | (9,250) | 32,500 | (87,246) |
Net cash used in operating activities | (1,809,696) | (2,103,077) | (3,910,680) | (3,505,900) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | 0 | (23,705) | (24,823) | (16,433) |
Net cash used in investing activities | 0 | (23,705) | (24,823) | (16,433) |
Cash flows from financing activities: | ||||
Cash paid for repurchase of restricted stock units | (278,633) | (378,518) | ||
Proceeds from the issuance of convertible notes payable | 0 | 1,650,314 | 0 | 577,460 |
Net proceeds from the issuance of common stock and warrants | (85,769) | (163,161) | 9,628,505 | 2,759,355 |
Net cash provided by financing activities | (85,769) | 1,487,153 | 9,349,872 | 2,958,297 |
Net increase (decrease) in cash | (1,895,465) | (639,629) | 5,414,369 | (564,036) |
Cash at beginning of year | 6,974,070 | 1,559,701 | 1,559,701 | 2,123,737 |
Cash at end of year | 5,078,605 | 920,072 | 6,974,070 | 1,559,701 |
Supplemental information of non-cash investing and financing activities: | ||||
Conversion of debt, accrued liabilities and accrued interest to common stock | 362,763 | 144,719 | ||
Reclassification of accrued interest to convertible notes payable | 0 | 85,031 | ||
Issuance of shares for warrants | 0 | 198 | ||
Issuance of shares under vested restricted stock units | 58 | 45 | 211 | 150 |
Issuance of shares under cashless warrant exercises | 0 | 3 | ||
Debt discount on convertible notes payable | $ 0 | $ 783,868 | ||
Issuance of shares under conversions of convertible notes payable and related accrued interest | $ 0 | $ 362,765 |
1. ORGANIZATION, LIQUIDITY AND
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Aethlon Medical, Inc. and subsidiary (collectively, “Aethlon”, the “Company”, “we” or “us”) is a medical technology company focused on addressing unmet needs in global health and biodefense. The Aethlon Hemopurifier® is an early clinical-stage therapeutic device designed for the single-use removal of life-threatening viruses from the circulatory system of infected individuals. We believe the Hemopurifier can be a part of the broad-spectrum treatment of life-threatening highly glycosylated viruses that are not addressed with an already approved treatment countermeasure objectives set forth by the U.S. Government to protect citizens from bioterror and pandemic threats. In small-scale or early feasibility human studies, the Hemopurifier has been administered to individuals infected with HIV, Hepatitis-C, and Ebola. Additionally, the Hemopurifier has been validated to capture Zika virus, Lassa virus, MERS-CoV, Cytomegalovirus, Epstein-Barr virus, Herpes Simplex virus, Chikungunya virus, Dengue virus, West Nile virus, Smallpox-related viruses, H1N1 Swine Flu virus, H5N1 Bird Flu virus, and the reconstructed Spanish flu virus of 1918. In several cases, these validations were conducted in collaboration with leading government or non-government research institutes. Domestically, we are focused on the clinical advancement of the Hemopurifier through investigational device exemptions (IDEs) approved by FDA. We recently concluded a feasibility study to demonstrate the safety of our device in health-compromised individuals infected with a viral pathogen. We are also the majority owner of Exosome Sciences, Inc. (ESI), a company focused on the discovery of exosomal biomarkers to diagnose and monitor life-threatening diseases. Included among ESI’s endeavors is the advancement of a TauSome TM 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 treatment technology. Our executive offices are located at 9635 Granite Ridge Drive, Suite 100, San Diego, California 92123. Our telephone number is (858) 459-7800. Our website address is www.aethlonmedical.com Our common stock is quoted on the Nasdaq Capital Market under the symbol “AEMD.” LIQUIDITY AND GOING CONCERN Management expects existing cash as of March 31, 2018 to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these consolidated financial statements. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Aethlon Medical, Inc. and its majority-owned (80% ownership) and controlled subsidiary, Exosome Sciences, Inc. (ESI). All significant intercompany balances and transactions have been eliminated in consolidation. The Company has classified the (20% ownership) noncontrolling interests in ESI as part of consolidated net loss in the fiscal years ended March 31, 2018 and 2017 and includes the accumulated amount of noncontrolling interests as part of equity. The losses at ESI during the fiscal year ended March 31, 2018 reduced the noncontrolling interests on our consolidated balance sheet by $20,279 from $(80,967) at March 31, 2017 to $(101,246) at March 31, 2018. 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, estimating fair value associated with debt and equity transactions and valuation of deferred tax assets. Actual results, whether in the near, medium or long-term future, 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, 2018 and 2017, 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, 2018 and 2017, and 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. Accounts at this institution are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2018 cash balances were approximately $6,722,000 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, 2018 and 2017 and all of our revenue in the fiscal years ended March 31, 2018 and 2017 were directly from the National Cancer Institute or 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, 2018 and 2017. 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, 2018 and 2017, a total of 7,160,004 and 3,908,292 potential common shares, consisting of shares underlying outstanding stock options, restricted stock units, 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 as a deduction to our convertible notes based on the new accounting standard on imputation of interest, 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 $27,641 during the fiscal year ended March 31, 2017. There was no amortization related to our deferred financing costs in the fiscal year ended March 31, 2018. REVENUE RECOGNITION For our contracts with the National Institutes of Health (“NIH”) and with DARPA, we adopted the Milestone method of revenue recognition under ASC 605-28 “Revenue Recognition – Milestone Method” (“ASC 605-28”) and we believe we met the requirements under ASC 605-28 for reporting contract revenue under the Milestone Method for the fiscal years ended March 31, 2018 and 2017. 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. NIH Contract - We entered into a contract with the NIH on September 15, 2017. This award is under the NIH’s Small Business Innovation Research (SBIR) program which is designed to fund early stage small businesses that are seeking to commercialize innovative biomedical technologies. The title of the award is SBIR Topic 359 Phase 1 Device Strategy for Selective Isolation of Oncosomes and Non-Malignant Exosomes. The award from NIH is a firm, fixed-price contract with potential total payments to us of $299,250 over the course of nine months. Fixed price contracts require the achievement of multiple, incremental milestones to receive the full award during each period of the contract. The NIH also has the unilateral right to require us to perform additional work under an option period for an additional fixed amount of $49,800. Under the terms of the contract, we must perform certain incremental work towards the achievement of specific milestones against which we will invoice the government for fixed payment amounts. In the fiscal year ended March 31, 2018, we completed the first two milestones on this contract and invoiced NIH for two milestones in the amount of $149,625. In the fiscal year ended March 31, 2018, we performed work under the contract completing the majority of the first two technical objectives of the contract (Aim 1: To validate the Hemopurifier as a device for capture and recovery of melanoma exosomes from plasma and Aim 2: To validate a method of melanoma exosome isolation consisting of the Hemopurifier followed by mab-based immunocapture to select out the tumor-derived exosomes from non-malignant exosomes). As a result we invoiced NIH for $149,625. DARPA Contract -- We entered into a government contract with DARPA and recognized revenue of $387,438 under that contract during the fiscal year ended March 31, 2017. 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 year ended March 31, 2017, we recorded revenue of $4,635, under the Battelle subcontract. Our revenue under this contract was 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 engaged us as needed. Each payment required 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, 2018 and 2017: Our total stock-based compensation for fiscal years ended March 31, 2018 and 2017 included the following: Fiscal Years Ended March 31, 2018 March 31, 2017 Vesting of Stock Options and Restricted Stock Units $ 1,212,794 $ 2,076,535 47,975 109,773 Total Stock-Based Compensation Expense $ 1,260,769 $ 2,186,309 Weighted average number of common shares outstanding – basic and diluted 12,317,074 7,764,237 Basic and diluted loss per common share $ (0.10 ) $ (0.28 ) 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, 2007 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2018 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. 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 $586,000 and $673,000 of research and development expenses for the years ended March 31, 2018 and 2017, 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 During the fiscal year ended March 31, 2017, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-03, the new accounting standard on imputation of interest, simplifying the presentation of debt issuance costs. As a result of the adoption of that pronouncement, our deferred financing costs at March 31, 2016 were reclassified from current assets to an offset against our convertible notes. We did not have any unamortized deferred financing costs at March 31, 2017. During the fiscal year ended March 31, 2017, we also adopted FASB ASU 2015-01, the new accounting standard on income statement - extraordinary and unusual items (Subtopic 225-20): simplifying income statement presentation by eliminating the concept of extraordinary items and FASB ASU 2014-15, the new accounting standard on the presentation of financial statements - going concern (Subtopic 205-40): disclosure of uncertainties about an entity's ability to continue as a going concern. The adoption of FASB ASU 2015-01 did not have a material impact on our consolidated financial statements for the fiscal years ended March 31, 2018 and 2017 as we did not have any extraordinary or unusual items in those fiscal years and we believe this accounting pronouncement will not have a significant impact on the our consolidated financial statements in the future. The adoption of FASB ASU 2014-15 did not have a material impact on our consolidated financial statements for the fiscal years ended March 31, 2018 and 2017. During the fiscal year ended March 31, 2018, we adopted FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amended Accounting Standards Codification ("ASC") Topic 718, Compensation – Stock Compensation. This pronouncement simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We adopted this ASU effective April 1, 2017 and the adoption did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 201 4-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the standard provided guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers upon transfer of control. ASU 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 was to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014-09 by one year. Early adoption is permitted after December 31, 2016. We elected to adopt the standard effective April 1, 2017, and the adoption did not have a material impact on our financial statements as existing government contracts are not in scope of Topic 606. ASU 2016-02, Leases (Topic 842) changes the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU 2016-02 as of its issuance is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We do not expect the adoption of ASU No. 2016-02 to have a significant impact on our consolidated financial statements. |
2. PROPERTY AND EQUIPMENT
2. PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 2. PROPERTY AND EQUIPMENT Property and equipment, net, consist of the following: March 31, 2018 March 31, 2017 Furniture and office equipment, at cost $ 376,907 $ 352,085 Accumulated depreciation (349,355 ) (322,862 ) $ 27,552 $ 29,223 Depreciation expense for the years ended March 31, 2018 and 2017 was $26,494 and $23,248, respectively. |
3. PATENTS
3. PATENTS | 12 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PATENTS | 3. PATENTS Patents consist of the following: March 31, 2018 March 31, 2017 Patents $ 211,645 $ 211,645 Accumulated amortization (135,813 ) (126,649 ) $ 75,832 $ 84,996 Amortization expense for patents for the years ended March 31, 2018 and 2017 was $9,164 and $9,165, respectively. 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 3.2 years. |
4. CONVERTIBLE NOTES PAYABLE
4. CONVERTIBLE NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Convertible Notes Payable [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | 5. CONVERTIBLE NOTES PAYABLE, NET Convertible Notes Payable, Net consisted of the following at September 30, 2018: Principal Unamortized Net Accrued Convertible Notes Payable, Net: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (56,098 ) $ 556,713 $ 6,668 December 2016 10% Convertible Notes (due July 1, 2019) 379,780 (34,766 ) 345,014 3,275 Total Convertible Notes Payable, Net $ 992,591 $ (90,864 ) $ 901,727 $ 9,943 During the six months ended September 30, 2018, we recorded interest expense of $49,630 related to the contractual interest rates of our convertible notes and interest expense of $60,574 related to the amortization of the note discount for a total interest expense of $110,204 related to our convertible notes in the six months ended September 30, 2018. All of the unamortized discount at September 30, 2018 related to the note discount established upon the June 2017 amendment to the November 2014 10% Convertible Notes and to the December 2016 10% Convertible Notes (see below). Convertible Notes Payable, Net consisted of the following at March 31, 2018: Principal Unamortized Net Accrued Convertible Notes Payable, Net – Non-Current Portion: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (93,590 ) $ 519,221 $ 34,386 December 2016 10% Convertible Notes (due July 1, 2019) 379,780 (57,848 ) 321,932 21,315 Total Convertible Notes Payable, Net $ 992,591 $ (151,438 ) $ 841,153 $ 55,701 During the six months ended September 30, 2017, we recorded interest expense of $62,826 related to the contractual interest rates of our convertible notes and interest expense of $185,089 related to the amortization of the note discount for a total interest expense of $247,915 related to our convertible notes in the six months ended September 30, 2017. All of the unamortized discount at March 31, 2018 related to the note discount established upon the June 2017 amendment to both the November 2014 10% Convertible Notes and the December 2016 10% Convertible Notes (see below). 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 (the “Notes”) and (ii) five year warrants to purchase up to 47,125 shares of common stock at a fixed exercise price of $8.40 per share (the “Warrants”). 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, a $27,780 due diligence fee and an original issuance discount of $50,000. 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 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 Notes 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 the November 2014 10% Convertible 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 modified the terms of the subscription agreement, Notes and Warrants held by those investors to, among other things, extended the maturity date of the Notes from April 1, 2016 to June 1, 2016, temporarily reduced the number of shares that we must reserve with respect to conversion of the Notes, and temporarily suspended 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 amortized over the remaining term of the notes. Second Amendment and Extension of the November 2014 10% Convertible Notes On June 27, 2016, we and certain investors entered into further Amendments (the “Amendments”) to the Notes and the Warrants. The Amendments provide that the Maturity Date (as defined in the Notes) was extended from June 1, 2016 to July 1, 2017 and that the conversion price per share of the Notes was 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 Warrants) from $8.40 per share to $5.00 per share of common stock. 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 an at-the-market equity program (see Note 6). The Amendments also increase the principal amount of the Notes to $692,811 (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. 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 stock. We issued the New Warrants in substantially the same form as the prior Warrants, and the New Warrants will expire on November 6, 2019, the same date on which the prior Warrants will expire. The modification of the Notes was evaluated under FASB Accounting Standards Codification (“ASC”) Topic No. 470-50-40, “Debt Modification and Extinguishments” (“ASC 470-50-40”). Therefore, according to the guidance, the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. As a result, we recorded a loss on debt extinguishment of $536,889 and recognized an extension fee expense of $80,000, which are included in other (income) expenses in the accompanying condensed consolidated statements of operations. The debt extinguishment is comprised from the fair value of prior warrants issued in connection with the Notes of $287,676, as well as $325,206 related to beneficial conversion feature and offset by debt discount of $75,993. The beneficial conversion feature is a result of the effective conversion price of the new Notes being less than the market price of the underlying common stock on the date of modification. Third Amendment and Extension of the November 2014 10% Convertible Notes In connection with the issuance of the December 2016 10% Convertible Notes, the conversion price of the November 2014 10% Convertible Notes was reduced from $5.00 to $4.00 per share and the expiration date of the November 2014 10% Convertible Notes was extended from July 1, 2017 to July 1, 2018. The modification of the Notes was evaluated under ASC 470-50-40 and the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. As a result, we recorded a gain on debt extinguishment of $58,691, which is included in other (income) expenses in the accompanying condensed consolidated statements of operations. The recording of the modified Notes resulted in a beneficial conversion of $233,748 which is the result of the effective conversion price of the new Notes being less than the market price of the underlying common stock on the date of modification. June 2017 Amendment to the November 2014 10% Convertible Notes In June 2017, we agreed with the holders of the November 2014 10% Convertible Notes to an extension of the expiration dates of the notes from July 1, 2018 to July 1, 2019 in exchange for the reduction of the conversion price of those notes from $4.00 per share to $3.00 per share. The modification of the Notes was evaluated under ASC 470-50-40 and the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. Under the extinguishment accounting we recorded a loss on debt extinguishment of $178,655 and recalculated a revised debt discount on the notes. The following table shows the changes to the principal balance of the November 2014 10% Convertible Notes: Activity in the November 2014 10% Convertible Notes Initial principal balance $ 527,780 Increase in principal balance under the second amendment (see above) 165,031 Conversions during the fiscal year ended March 31, 2017 (80,000 ) Balance as of September 30, 2018 and March 31, 2018 $ 612,811 DECEMBER 2016 10% CONVERTIBLE NOTES In December 2016, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with two accredited investors (collectively, the “Holders”), pursuant to which the Holders purchased an aggregate of $680,400 principal amount of Notes (inclusive of due diligence fee of $30,000 deemed paid as a subscription amount in the form of a Note in the principal amount of $32,400) for an aggregate cash subscription amount of $600,000 and (b) warrants to purchase 127,575 shares of Common Stock (collectively, the “Warrants”). The Notes bear interest at the rate of 10% per annum, and the principal amount and all accrued and unpaid interest thereon is convertible into shares of our common stock at a $4.00 per share conversion price, which is subject to customary adjustment provisions for stock splits, dividends, recapitalizations and the like. The Notes mature on July 1, 2018 and are subject to customary and usual terms for events of default and the like. Each Holder has contractually agreed to restrict its ability to convert its Note such that the number of shares of the Common Stock held by the Holder and its affiliates after such exercise does not exceed 4.99% of our then issued and outstanding shares of Common Stock. The Warrants issued to the Holders are exercisable for a period of five years from the date of issuance at an exercise price of $4.50, subject to adjustment. A Holder may exercise a Warrant by paying the exercise price in cash or by exercising the Warrant on a cashless basis. In the event a Holder exercises a Warrant on a cashless basis, we will not receive any proceeds. The exercise price of the Warrants is subject to customary adjustments provision for stock splits, stock dividends, recapitalizations and the like. Each Holder has contractually agreed to restrict its ability to exercise its Warrant such that the number of shares of the Common Stock held by the Holder and its affiliates after such exercise does not exceed 4.99% of our then issued and outstanding shares of Common Stock. The estimated relative fair value of Warrants issued in connection with the Notes was recorded as a debt discount and is being amortized as additional interest expense over the term of the underlying debt. We recorded debt discount of $232,718 based on the relative fair value of these Warrants. In addition, as the effective conversion price of the Notes was less than market price of the underlying common stock on the date of issuance, we recorded an additional debt discount of $262,718 related to the beneficial conversion feature. We also recorded deferred financing costs of $102,940, which was composed of an 8% original issue discount of $50,400, a $30,000 due diligence fee (which was paid in the form of a note), $22,500 in legal fees, and a $40 bank charge. The combination of the above items led to a combined discount against the convertible notes of $598,376. June 2017 Amendment to the December 2016 10% Convertible Notes In June 2017, we agreed with the holders of the December 2016 10% Convertible Notes to an extension of the expiration dates of the notes from July 1, 2018 to July 1, 2019 in exchange for the reduction of the conversion price of those notes from $4.00 per share to $3.00 per share. The modification of the notes was evaluated under ASC 470-50-40 and the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. Under the extinguishment accounting we recorded a loss on debt extinguishment of $198,254 and recalculated a revised debt discount on the notes. The following table shows the changes to the principal balance of the December 2016 10% Convertible Notes: Activity in the December 2016 10% Convertible Notes Initial principal balance $ 680,400 Conversions during the fiscal year ended March 31, 2018 (300,620 ) Balance as of September 30, 2018 and March 31, 2018 $ 379,780 | 4. CONVERTIBLE NOTES PAYABLE Convertible Notes Payable, Net consisted of the following at March 31, 2018: Principal Unamortized Net Accrued Convertible Notes Payable, Net – Non-Current Portion: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (93,590 ) $ 519,221 $ 34,386 December 2016 10% Convertible Notes (due July 1, 2019) 379,780 (57,848 ) 321,932 21,315 Total Convertible Notes Payable, Net $ 992,591 $ (151,438 ) $ 841,153 $ 55,701 During the fiscal year ended March 31, 2018, we recorded interest expense of $112,456 related to the contractual interest rates of our convertible notes and interest expense of $245,664 related to the amortization of the note discount for a total interest expense of $358,120 related to our convertible notes in the fiscal year ended March 31, 2018. All of the unamortized discount at March 31, 2018 related to the note discount established upon the second amendment to the November 2014 10% Convertible Notes and to the December 2016 10% Convertible Notes (see below). Accrued interest is included in other current liabilities (see Note 7). Convertible Notes Payable, Net consisted of the following at March 31, 2017: Principal Unamortized Net Accrued Convertible Notes Payable, Net – Non-Current Portion: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (275,363 ) $ 337,448 $ 2,555 December 2016 10% Convertible Notes (due July 1, 2019) 680,400 (498,648 ) 181,752 2,836 Total Convertible Notes Payable, Net $ 1,293,211 $ (774,011 ) $ 519,200 $ 5,391 During the fiscal year ended March 31, 2017, we recorded interest expense of $81,102 related to the contractual interest rates of our convertible notes, interest expense of $27,641 related to the amortization of deferred financing costs and interest expense of $192,798 related to the amortization of the note discount for a total interest expense of $301,541 related to our convertible notes in the fiscal year ended March 31, 2017. All of the unamortized discount at December 31, 2016 related to the note discount established upon the second amendment to the November 2014 10% Convertible Notes and to the December 2016 10% Convertible Notes (see below). Accrued interest is included in other current liabilities (see Note 7). 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 (the “Notes”) and (ii) five year warrants to purchase up to 47,125 shares of common stock at a fixed exercise price of $8.40 per share (the “Warrants”). 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, a $27,780 due diligence fee and an original issuance discount of $50,000. 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 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 Notes 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 the November 2014 10% Convertible 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 modified the terms of the subscription agreement, Notes and Warrants held by those investors to, among other things, extended the maturity date of the Notes from April 1, 2016 to June 1, 2016, temporarily reduced the number of shares that we must reserve with respect to conversion of the Notes, and temporarily suspended 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 amortized over the remaining term of the notes. Second Amendment and Extension of the November 2014 10% Convertible Notes On June 27, 2016, we and certain investors entered into further Amendments (the “Amendments”) to the Notes and the Warrants. The Amendments provide that the Maturity Date (as defined in the Notes) was extended from June 1, 2016 to July 1, 2017 and that the conversion price per share of the Notes was 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 Warrants) from $8.40 per share to $5.00 per share of common stock. 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 an at-the-market equity program (see Note 6). The Amendments also increase the principal amount of the Notes to $692,811 (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. 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 stock. We issued the New Warrants in substantially the same form as the prior Warrants, and the New Warrants will expire on November 6, 2019, the same date on which the prior Warrants will expire. The modification of the Notes was evaluated under FASB Accounting Standards Codification (“ASC”) Topic No. 470-50-40, “Debt Modification and Extinguishments” (“ASC 470-50-40”). Therefore, according to the guidance, the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. As a result, we recorded a loss on debt extinguishment of $536,889 and recognized an extension fee expense of $80,000, which are included in other (income) expenses in the accompanying condensed consolidated statements of operations. The debt extinguishment is comprised from the fair value of prior warrants issued in connection with the Notes of $287,676, as well as $325,206 related to beneficial conversion feature and offset by debt discount of $75,993. The beneficial conversion feature is a result of the effective conversion price of the new Notes being less than the market price of the underlying common stock on the date of modification. Third Amendment and Extension of the November 2014 10% Convertible Notes In connection with the issuance of the December 2016 10% Convertible Notes, the conversion price of the November 2014 10% Convertible Notes was reduced from $5.00 to $4.00 per share and the expiration date of the November 2014 10% Convertible Notes was extended from July 1, 2017 to July 1, 2018. The modification of the Notes was evaluated under ASC 470-50-40 and the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. As a result, we recorded a gain on debt extinguishment of $58,691, which is included in other (income) expenses in the accompanying condensed consolidated statements of operations. The recording of the modified Notes resulted in a beneficial conversion of $233,748 which is the result of the effective conversion price of the new Notes being less than the market price of the underlying common stock on the date of modification. June 2017 Amendment to the November 2014 10% Convertible Notes In June 2017, we agreed with the holders of the November 2014 10% Convertible Notes to an extension of the expiration dates of the notes from July 1, 2018 to July 1, 2019 in exchange for the reduction of the conversion price of those notes from $4.00 per share to $3.00 per share. The modification of the Notes was evaluated under ASC 470-50-40 and the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. Under the extinguishment accounting we recorded a loss on debt extinguishment of $178,655 and recalculated a revised debt discount on the notes. The following table shows the changes to the principal balance of the November 2014 10% Convertible Notes: Activity in the November 2014 10% Convertible Notes Initial principal balance $ 527,780 Increase in principal balance under the second amendment (see above) 165,031 Conversions during the fiscal year ended March 31, 2017 (80,000 ) Balance as of March 31, 2017 & March 31, 2018 $ 612,811 DECEMBER 2016 10% CONVERTIBLE NOTES In December 2016, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with two accredited investors (collectively, the “Holders”), pursuant to which the Holders purchased an aggregate of $680,400 principal amount of Notes (inclusive of due diligence fee of $30,000 deemed paid as a subscription amount in the form of a Note in the principal amount of $32,400) for an aggregate cash subscription amount of $600,000 and (b) warrants to purchase 127,575 shares of Common Stock (collectively, the “Warrants”). The Notes bear interest at the rate of 10% per annum, and the principal amount and all accrued and unpaid interest thereon is convertible into shares of our common stock at a $4.00 per share conversion price, which is subject to customary adjustment provisions for stock splits, dividends, recapitalizations and the like. The Notes mature on July 1, 2018 and are subject to customary and usual terms for events of default and the like. Each Holder has contractually agreed to restrict its ability to convert its Note such that the number of shares of the Common Stock held by the Holder and its affiliates after such exercise does not exceed 4.99% of our then issued and outstanding shares of Common Stock. The Warrants issued to the Holders are exercisable for a period of five years from the date of issuance at an exercise price of $4.50, subject to adjustment. A Holder may exercise a Warrant by paying the exercise price in cash or by exercising the Warrant on a cashless basis. In the event a Holder exercises a Warrant on a cashless basis, we will not receive any proceeds. The exercise price of the Warrants is subject to customary adjustments provision for stock splits, stock dividends, recapitalizations and the like. Each Holder has contractually agreed to restrict its ability to exercise its Warrant such that the number of shares of the Common Stock held by the Holder and its affiliates after such exercise does not exceed 4.99% of our then issued and outstanding shares of Common Stock. The estimated relative fair value of Warrants issued in connection with the Notes was recorded as a debt discount and is being amortized as additional interest expense over the term of the underlying debt. We recorded debt discount of $232,718 based on the relative fair value of these Warrants. In addition, as the effective conversion price of the Notes was less than market price of the underlying common stock on the date of issuance, we recorded an additional debt discount of $262,718 related to the beneficial conversion feature. We also recorded deferred financing costs of $102,940, which was composed of an 8% original issue discount of $50,400, a $30,000 due diligence fee (which was paid in the form of a note), $22,500 in legal fees, and a $40 bank charge. The combination of the above items led to a combined discount against the convertible notes of $598,376. June 2017 Amendment to the December 2016 10% Convertible Notes In June 2017, we agreed with the holders of the December 2016 10% Convertible Notes to an extension of the expiration dates of the notes from July 1, 2018 to July 1, 2019 in exchange for the reduction of the conversion price of those notes from $4.00 per share to $3.00 per share. The modification of the notes was evaluated under ASC 470-50-40 and the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. Under the extinguishment accounting we recorded a loss on debt extinguishment of $198,254 and recalculated a revised debt discount on the notes. The following table shows the changes to the principal balance of the December 2016 10% Convertible Notes: Activity in the December 2016 10% Convertible Notes Initial principal balance $ 680,400 Conversions during the fiscal year ended March 31, 2018 (300,620 ) Balance as of March 31, 2018 $ 379,780 |
5. EQUITY TRANSACTIONS
5. EQUITY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | ||
EQUITY TRANSACTIONS | 6. EQUITY TRANSACTIONS IN THE SIX MONTHS ENDED SEPTEMBER 30, 2018 Shares Issued for Services During the six months ended September 30, 2018, we issued 15,000 shares of restricted common stock at a price of $1.29 per share, the market price at time of issuance, in payment for investor relations consulting services valued at $19,350 based on the value of the services provided. Restricted Stock Unit Grants to Executive Officers and Directors During the six months ended September 30, 2018, 148,401 Restricted Stock Units (“RSUs”) held by our executives and directors were exchanged into the same number of shares of our common stock. As our executives and certain of our directors elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes (or in the case of directors issuing the cash equivalent of the estimated withholding taxes) on the share issuance, 68,352 of the RSUs were cancelled and we issued a net 80,049 shares to our executives and directors (see Note 9). On June 14, 2018, our Board of Directors approved the issuances of additional RSUs to certain officers and directors (see Note 9). | 5. EQUITY TRANSACTIONS ISSUANCES OF COMMON STOCK AND WARRANTS Equity Transactions in the Fiscal Year Ended March 31, 2018. 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. In the fiscal year ended March 31, 2018, we raised aggregate net proceeds of $2,104,968 (net of $65,280 in commissions to H.C. Wainwright and $5,748 in other offering expenses) under this agreement through the sale of 941,504 shares at an average price of $2.24 per share of net proceeds. October 2017 Public Offering On October 4, 2017, we consummated a public offering of 5,454,546 shares of common stock and warrants to purchase 5,454,546 shares of common stock, for total gross proceeds of $6.0 million. The offering was priced at $1.10 per unit with each unit comprised of one share of common stock and one common stock purchase warrant. Neither the warrants nor the units are listed on an exchange and therefore do not trade. The warrants carry a five-year term with an exercise price of $1.10 per share. The net proceeds of the offering were $5,289,735. H.C. Wainwright & Co. acted as exclusive placement agent for the offering. Warrant Exercises In fiscal year ended March 31, 2018, investors that participated in the October 2017 Public Offering exercised 2,160,350 warrants for aggregate cash proceeds to us of $2,233,802 before expenses. Restricted Shares Issued for Services During the nine months ended December 31, 2017, we issued 15,000 shares of restricted common stock at a price of $2.24 per share, the market price at time of issuance, in payment for investor relations consulting services valued at $33,600 based on the grant date closing market price of our common stock. Share for Warrant Exchanges During the fiscal year ended March 31, 2018, we agreed with two individual investors to exchange 11,497 restricted shares for the cancellation of 22,993 warrants and we entered into an Exchange Agreement with two institutional investors under which we issued 57,844 restricted shares in exchange for the cancellation of 77,125 warrants held by those investors. We also agreed with those institutional investors that they would extend the expiration dates of convertible notes held by those investors from July 1, 2018 to July 1, 2019 in exchange for the reduction of the conversion price of those notes from $4.00 per share to $3.00 per share (see Note 5). Additionally, we entered into an agreement with a former placement agent to issue 5,500 restricted shares in exchange for the cancellation of 11,000 warrants held by that placement agent. We measured the fair value of the shares issued and the fair value of the warrants exchanged for those shares and recorded losses for each of those exchanges based on the changes in fair value between the instruments exchanged. Based upon the fair value of the shares issued and warrants exchanged, we recorded a loss of $130,215 during the fiscal year ended March 31, 2018 for all of the above share for warrant exchanges. Stock Option Issuances During the fiscal year ended March 31, 2018, we issued options to four of our employees to purchase 34,500 shares of common stock at an exercise price of $1.68 per share, the closing price on the date of the approval of the option grants by our compensation committee (see Note 9). Termination of Restricted Share Grant During the fiscal year ended March 31, 2018, we terminated a previously recorded but unissued share issuance of 68,000 shares under a fully vested restricted stock grant to our CEO and issued to him 32,674 shares as a net settlement of shares and the Company paid the withholding taxes associated with that share issuance in return for the cancellation of 35,326 shares. The compensation cost of that restricted stock grant had been fully recorded over prior fiscal years, therefore no expense was recorded regarding this net issuance. Restricted Stock Unit Grants to Directors and Executive Officers On August 9, 2016, our Board of Directors granted RSUs to certain of our officers and directors and during the fiscal year ended March 31, 2017, 168,309 additional RSUs were granted to our directors pursuant to the 2012 Non-Employee Directors Compensation Program. The RSUs represent the right to be issued on a future date shares of our common stock for vested RSUs. During the fiscal year ended March 31, 2018, 184,500 vested RSUs held by our executives were exchanged into the same number of shares of our common stock. As our executives elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes on the share issuance, 97,238 of the RSUs were cancelled and we issued a net 87,262 shares to our executives (see Note 9). During the fiscal year ended March 31, 2018, 168,309 RSUs held by our outside directors were exchanged into the same number of shares of our common stock. As three of our four outside directors elected to return 40% of their RSUs in exchange for cash in order to pay their withholding taxes on the share issuances, 44,983 of the RSUs were cancelled and we paid $52,998 in cash to those outside directors (see Note 9). Equity Transactions in the Fiscal Year Ended March 31, 2017. Common Stock Sales Agreement with H.C. Wainwright In July 2016, we commenced sales of common stock under our Common Stock Sales Agreement with H.C. Wainwright. In the fiscal year ended March 31, 2017, we raised aggregate net proceeds of $955,206 (net of $29,831 in commissions to H.C. Wainwright and $9,432 in other offering expenses) under this agreement through the sale of 216,078 shares at an average price of $4.42 per share of net proceeds. Warrant Issuances in July 2016 In July 2016, we issued an aggregate of 2,660 shares of common stock to three 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 19,563 shares of common stock. Restricted Stock Unit Grants to Directors and Executive Officers During the fiscal year ended March 31, 2017, 149,864 Restricted Stock Units (“RSUs”) held by our outside directors and executive officers were exchanged into the same number of shares of our common stock (see Stock-Based Compensation below). Amendment of Warrants Issued in Conjunction with the November 2014 10% Convertible Notes Under the Second Amendment and Extension of the November 2014 10% Convertible Notes dated June 27, 2016 (See Note 4), we reduced the purchase price of 47,125 Warrants from $8.40 per share to $5.00 per share. We also issued to the investors new warrants to purchase an aggregate of 30,000 shares of common stock with a purchase price of $5.00 per share of common stock. We issued the new warrants in substantially the same form as the prior Warrants, and the new warrants will expire on November 6, 2019, the same date on which the prior warrants will expire (See Note 4). 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 by 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. In accordance with applicable GAAP for warrant modifications, we measured the change in fair value that arose from the reduction in exercise price and recognized an expense of $345,841, which is included in other (income) expenses in the accompanying condensed consolidated statements of operations. Warrants Issued in Conjunction with the December 2016 10% Convertible Notes On December 30, 2016, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with two accredited investors (collectively, the “Holders”), pursuant to which the Purchasers purchased an aggregate of $680,400 principal amount of Notes (inclusive of due diligence fee of $30,000 deemed paid as a subscription amount in the form of a Note in the principal amount of $32,400) for an aggregate cash subscription amount of $600,000 and (b) warrants to purchase 127,575 shares of Common Stock (collectively, the “Warrants”) (See Note 4). The Warrants issued to the Holders are exercisable for a period of five years from the date of issuance at an exercise price of $4.50, subject to adjustment. A Holder may exercise a Warrant by paying the exercise price in cash or by exercising the Warrant on a cashless basis. In the event a Holder exercises a Warrant on a cashless basis, we will not receive any proceeds. The exercise price of the Warrants is subject to customary adjustments provision for stock splits, stock dividends, recapitalizations and the like. Each Holder has contractually agreed to restrict its ability to exercise its Warrant such that the number of shares of the Common Stock held by the Holder and its affiliates after such exercise does not exceed 4.99% of our then issued and outstanding shares of Common Stock. The estimated relative fair value of Warrants issued in connection with the 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 $232,718 based on the relative fair value of these Warrants. MARCH 2017 EQUITY FINANCING On March 22, 2017, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale of 575,000 shares (the “Common Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $3.50 per share, in a registered direct offering. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreement, we also sold in a private placement warrants to purchase 575,000 shares of Common Stock (the “Warrants”). The aggregate gross proceeds for the sale of the Common Shares and Warrants will be approximately $2 million. Subject to certain ownership limitations, the Warrants will be initially exercisable commencing six months from the issuance date at an exercise price equal to $3.95 per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants will be exercisable for five years from the initial exercise date. The net proceeds to us from the transactions, after deducting the placement agent’s fees and expenses (not including the Wainwright Warrants, as defined below), our estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants, were $1,804,250. We intend to use the net proceeds from the transactions for general corporate purposes. The Common Shares (but not the Warrants or shares issuable upon exercise of the Warrant) were sold by us pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2016 and subsequently declared effective on May 12, 2016 (File No. 333-211151) (the “Registration Statement”), and the base prospectus dated as of May 12, 2016 contained therein. We filed a prospectus supplement and the accompanying prospectus with the SEC in connection with this sale of the Common Shares. The purchase agreement also covered the exchange of 264,000 warrants issued to the purchasers thereunder in December 2014 for 198,000 shares of our common stock. Further, in exchange for certain waivers given by the purchasers and certain other investors in a private placement of the Company in June 2015, the warrants issued in such private placement were amended to (i) reduce the exercise price to $3.95 per share, (ii) make the warrants non-exercisable for a period of six months from the date of amendment, and (iii) extend the term of those warrants by six months. As all of these warrant-related elements were integral to the March 2017 Equity Financing, we accounted for all of these elements as adjustments to additional paid-in capital. The Warrants and the shares issuable upon exercise of the Warrants were sold and issued without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. We also entered into an engagement letter (the “Engagement Letter”) with Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), pursuant to which Rodman agreed to serve as exclusive placement agent for the issuance and sale of the Common Shares and Warrants. We paid Rodman an aggregate fee equal to 6% of the gross proceeds received by us from the sale of the securities in the transactions. Pursuant to the Engagement Letter, we also agreed to grant to Rodman or its designees warrants to purchase up to 3% of the aggregate number of shares sold in the transaction (the “Rodman Warrants”). The Engagement Letter has a nine month tail and right of first offer periods, indemnity and other customary provisions for transactions of this nature. The Rodman Warrants have substantially the same terms as the Warrants, except that the exercise price is 125% of $3.50. We also paid Rodman a reimbursement for non-accountable expenses in the amount of $50,000. WARRANTS: During the fiscal year ended March 31, 2018, we issued 5,618,182 warrants, including 163,636 warrants issued to the placement agent, H.C. Wainwright & Co., in connection with our October 2017 Public Offering (see Note 6). Those warrants have a five year term and have an exercise price of $1.10 per share. The following outlines the significant weighted average assumptions used to estimate the fair value information presented, with respect to warrants utilizing the Binomial Lattice option pricing models, issued during the fiscal year ended March 31, 2018: Risk free interest rate 1.38% - 1.92% Average expected life 5 years Expected volatility 100.2% - 111.1% Expected dividends None Based on the above assumptions, we valued the warrants issued during the fiscal year ended March 31, 2018 as follows: The 5,618,182 warrants issued in our October 2017 Public Offering were valued at $3,988,909 and we classified that fair value as equity. During the fiscal year ended March 31, 2017, we issued warrants in connection with three financing arrangements. The first warrant issuance during the fiscal year was the issuance of 30,000 warrants with an exercise price of $5.00 per share in June 2016. Those 30,000 warrants were issued in connection with the Amendment of November 2014 Investment Documents (see Note 4). The second warrant issuance was the issuance of 127,575 warrants with an exercise price of $4.50 per share in December 2016. Those 127,575 warrants were issued in connection with the issuance of our December 2016 10% Convertible Notes (see Note 4). The third warrant issuance during the fiscal year was our March 22, 2017 equity financing with certain institutional investors (the “Investors”) for the sale of 575,000 shares (the “Common Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $3.50 per share, in a registered direct offering. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreement, we also sold in a private placement warrants to purchase 575,000 shares of Common Stock (the “Warrants”). Subject to certain ownership limitations, the Warrants will be initially exercisable commencing six months from the issuance date at an exercise price equal to $3.95 per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants will be exercisable for five years from the initial exercise date. The purchase agreement also covered the exchange of 264,000 warrants issued to the purchasers thereunder in December 2014 for 198,000 shares of our common stock. Further, in exchange for certain waivers given by the purchasers and certain other investors in a private placement of the Company in June 2015, the warrants issued in such private placement were amended to (i) reduce the exercise price to $3.95 per share, (ii) make the warrants non-exercisable for a period of six months from the date of amendment, and (iii) extend the term of those warrants by six months. We also entered into an engagement letter (the “Engagement Letter”) with Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), pursuant to which Rodman agreed to serve as exclusive placement agent for the issuance and sale of the Common Shares and Warrants. In addition to a cash placement fee equal to 6% of the gross proceeds received by us from the sale of the securities in the transaction, we also agreed to grant to Rodman or its designees warrants to purchase up to 3% of the aggregate number of shares sold in the transaction (the “Rodman Warrants”). The Rodman Warrants have substantially the same terms as the Warrants, except that the exercise price is 125% of $3.50. Based on the above assumptions, we valued the warrants issued during the fiscal year ended March 31, 2017 as follows: The 30,000 warrants issued in June 2016 were valued at $111,900 and we classified that fair value as equity. The 127,575 warrants issued in December 2016 were valued at $380,174 and we classified $232,718 of that fair value as debt discount and the remainder as equity. The 575,000 warrants issued in March 2017 were valued at $1,493,390 and we classified that fair value as equity. In connection with our March 2017 financing, we agreed to reduce the exercise price on 547,620 warrants from $6.30 to $3.44. We valued the change in fair value due to the change in exercise price at $219,048 and classified that fair value as equity. Also in connection with our March 2017 financing, we agreed with the investor in that financing to exchange 198,000 shares for the return and cancellation of 264,000 warrants. We calculated the fair value of those 264,000 warrants at $528,000 and classified the impact of this share for warrant exchange as equity due to the integral connection with the March 2017 financing. A summary of the aggregate warrant activity for the years ended March 31, 2018 and 2017 is presented below: Fiscal Year Ended March 31, 2018 2017 Warrants Weighted Warrants Weighted Outstanding, beginning of year 2,604,096 $ 3.64 2,164,094 $ 6.68 Granted 5,618,182 $ 1.10 749,825 $ 4.10 Exercised (2,160,350 ) $ 1.10 (2,660 ) $ 6.25 Cancelled/Forfeited (139,357 ) $ 6.52 (307,163 ) $ 5.18 Outstanding, end of year 5,922,571 $ 1.80 2,604,096 $ 3.64 Exercisable, end of year 5,922,571 $ 1.80 2,604,096 $ 3.64 Weighted average estimated fair value of warrants granted $ 0.71 $ 2.65 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, 2018 2017 Risk free interest rate 1.38% - 1.92% 0.7% - 1.93% Average expected life 5 years 3.42 – 5.5 years Expected volatility 100.2% - 111.1% 88.2% - 96.0% Expected dividends None None The expected volatility was based on the historic volatility. The expected life of options granted was based on the "simplified method" as described in the SEC's guidance due to changes in the vesting terms and contractual life of current option grants compared to our historical grants. The detail of the warrants outstanding and exercisable as of March 31, 2018 is as follows: Warrants Outstanding Warrants Exercisable Range of Number Weighted Weighted Number Weighted $2.10 or Below 3,863,722 4.13 $ 1.21 3,863,722 $ 1.21 3.95 - $4.94 1,377,087 3.59 $ 4.06 1,377,087 $ 4.06 $5.20 - $12.05 681,762 2.07 $ 6.57 681,762 $ 6.57 5,922,571 5,922,571 STOCK-BASED COMPENSATION: 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, 2018, 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, 2018, we had 2,272,393 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. 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. RESTRICTED STOCK UNIT GRANTS TO DIRECTORS AND EXECUTIVE OFFICERS On August 9, 2016, our Board of Directors (the “Board”) granted RSUs to certain of our officers and directors as set forth below. The RSUs represent the right to be issued on a future date shares of our common stock for vested RSUs. Our Compensation Committee recommended the grants based on a compensation assessment provided by a third-party compensation consulting firm engaged by us that developed a peer group of companies for market assessment and analyzed compensation at such companies. That compensation assessment also recommended annual cash bonus targets of 50% of base salary. The consultant recommended beneficial ownership targets, which we previously disclosed in our Proxy Statement filed on February 23, 2016, in connection with our Annual Meeting of Stockholders held on March 29, 2016. In connection with the Annual Meeting, our stockholders approved our Amended 2010 Stock Incentive Plan, which included an increase in the number of shares available for grant under the plan in part to accommodate equity awards recommended by the Compensation Committee, and our stockholders approved our executive compensation as disclosed in the Proxy Statement pursuant to Item 402 paragraphs (m) through (q) of Regulation S-K as shown below: To Mr. James A. Joyce, an aggregate of 634,000 RSUs of which 158,500 were deemed vested upon grant and an additional 39,625 RSUs will vest each quarter beginning on January 1, 2017. This grant is intended to increase Mr. Joyce’s beneficial ownership of our common stock to 9.0%, which long term target was recommended in 2015 and in June 2016 by the compensation consultant engaged by us. Previously, in 2004, the Board had approved a long term beneficial ownership target of 15% for Mr. Joyce. However, Mr. Joyce has agreed to the modified long term target of 9.0%. To Mr. Rodney S. Kenley, an aggregate of 52,000 RSUs of which 13,000 were deemed vested upon grant and an additional 3,250 RSUs will vest each quarter beginning on January 1, 2017. This grant is intended to increase Mr. Kenley’s beneficial ownership of our common stock to 0.5%, which long term target was recommended in 2015 and in June 2016 by the compensation consultant engaged by us. To Mr. James B. Frakes, an aggregate of 52,000 RSUs of which 13,000 were deemed vested upon grant and an additional 3,250 RSUs will vest each quarter beginning on January 1, 2017. This grant is intended to increase Mr. Frakes’ beneficial ownership of our common stock to 0.5%, which long term target was recommended in 2015 and in June 2016 by the compensation consultant engaged by us. To each of our non-employee directors, Mr. Franklyn S. Barry, Jr., Mr. Edward G. Broenniman and Dr. Chetan S. Shah, 16,432 RSUs valued at an aggregate of $105,000, based on the average of the closing prices of the common stock for the five trading days preceding and including August 9, 2016. These grants represent (a) $70,000 worth of RSUs representing two years of grants under the amended 2012 Non-Employee Directors Compensation Program (the “2012 Program”) because more than two years have elapsed since Messrs. Barry and Broenniman and Dr. Shah received grants under the program, all of which RSUs are deemed vested upon grant and (b) $35,000 worth of RSUs representing the grant covering the fiscal year ending March 31, 2017, of which one-quarter were deemed vested upon grant and the remaining portion vested ratably at September 30, 2016, at December 31, 2016 and at March 31, 2017. The RSUs were granted under our Amended 2010 Stock Incentive Plan and we recorded expense of $2,076,535 in the fiscal year ended March 31, 2017 related to the RSU grants. CHANGES TO 2012 NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM In July 2012, the Board approved the 2012 Program, which modified and superseded the 2005 Directors Compensation Program that had been in effect previously. On June 6, 2014, the Board approved certain changes to the 2012 Program, and on August 9, 2016, the Board approved further modifications to the program. Under the modified 2012 Program, in which only non-employee directors may participate, a new eligible director will receive an initial grant of $50,000 worth of RSUs or, at the discretion of the Board, options to acquire shares of Common Stock. RSUs granted under this provision will be valued based on the average of the closing prices of the Common Stock for the five trading days preceding and including the date of grant and will vest at a rate determined by the Board in its discretion. Options granted under this provision will be valued at the exercise price, which will be based on the average of the closing prices of the Common Stock for the five trading days preceding and including the date of grant. Such options will have a term of ten years and will vest at a rate determined by the Board in its discretion. At the beginning of each fiscal year, each existing director eligible to participate in the 2012 Program will receive a grant of $35,000 worth of RSUs or, at the discretion of the Board, options to acquire shares of Common Stock. RSUs granted under this provision will be valued based on the average of the closing prices of the Common Stock for |
6. RELATED PARTY TRANSACTIONS
6. RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS DUE TO RELATED PARTIES During the six months September 30, 2018 we accrued unpaid Board fees of $69,750 owed to our outside directors as of September 30, 2018. | 6. 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 no such related party transactions during the fiscal year ended March 31, 2018 except that we had accrued unpaid Board fees of $60,750 owed to our outside directors as of March 31, 2018. |
7. OTHER CURRENT LIABILITIES
7. OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | ||
OTHER CURRENT LIABILITIES | 8. OTHER CURRENT LIABILITIES Other current liabilities were comprised of the following items: September 30, March 31, 2018 2018 Accrued interest $ 9,943 $ 55,701 Accrued professional fees 158,413 207,440 Total other current liabilities $ 168,356 $ 263,141 | 7. OTHER CURRENT LIABILITIES Other current liabilities were comprised of the following items: March 31, 2018 March 31, 2017 Accrued interest $ 55,701 $ 5,391 Accrued professional fees 207,440 64,076 Total other current liabilities $ 263,141 $ 69,467 |
8. INCOME TAXES
8. INCOME TAXES | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES On December 22, 2017, Public Law No. 115-97, commonly referred to as the 2017 Tax Act, was enacted into law. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. ASC 740 requires the Company to recognize the effect of the 2017 Tax Act in the first interim period including the date of enactment. The tax rate change was administratively effective at the beginning of the Company’s 2018 fiscal year utilizing a blended statutory federal rate for the annual period. As a result, the blended federal statutory tax rate for fiscal year 2018 is 30.75%. The lower federal corporate tax rate also required the Company to remeasure its U.S. deferred tax assets and liabilities as well as reassess the realizability of its deferred tax assets and liabilities. The Company recognized the income tax effects in its fiscal 2018 financial statements in accordance with SAB 118 as described in Note 2. . In accordance with SAB 118, the Company recorded a decrease in its net deferred tax assets of $7.6 million with a corresponding decrease to its valuation allowance to account for this rate reduction. For the years ended March 31, 2018 and 2017, we had no income tax expense due to our net operating losses and 100% deferred tax asset valuation allowance. At March 31, 2018 and 2017, 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, 2018 and 2017 are shown below: YEAR ENDED MARCH 31, 2018 2017 Deferred tax assets: Capitalized research and development $ 3,442,000 $ 3,442,000 Net operating loss carryforwards 16,257,000 22,060,000 Stock compensation 575,000 318,000 Total deferred tax assets 20,274,000 25,820,000 Total deferred tax liabilities – – Net deferred tax assets 20,274,000 25,820,000 Valuation allowance for deferred tax assets (20,274,000 ) (25,820,000 ) Net deferred tax assets $ – $ – At March 31, 2018, we had tax net operating loss carryforwards for federal and state purposes approximating $61 million and $49 million, which begin to expire in the year 2021. The provision for income taxes on earnings subject to income taxes differs from the statutory federal rate for the years ended March 31, 2018 and 2017 due to the following: 2018 2017 Income taxes (benefit) at federal statutory rate of 30.75% $ (1,753,000 ) $ (2,484,000 ) State income tax, net of federal benefit (349,000 ) (438,000 ) Tax effect on non-deductible expenses and credits 74,000 382,000 Change in valuation allowance 1 (5,546,000 ) 2,540,000 Change in tax rate 7,574,000 $ – $ – ______________ (1) Pursuant to Internal Revenue Code Sections 382, use of our tax net operating loss carryforwards may be limited. ASC 740, “Income Taxes”, clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements, and prescribes recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the years ended March 31, 2018 and 2017, we did not recognize any interest or penalties relating to tax matters. At and for the years ended March 31, 2018 and 2017, management does not believe the Company has any uncertain tax positions. Accordingly, there are no unrecognized tax benefits at March 31, 2018 or March 31, 2017. 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. GOVERNMENT CONTRACTS AND REL
9. GOVERNMENT CONTRACTS AND RELATED REVENUE RECOGNITION | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Revenue Recognition [Abstract] | ||
Government Contracts and Related Revenue Recognition | 11. GOVERNMENT CONTRACTS AND RELATED REVENUE RECOGNITION We entered into a contract with the National Cancer Institute, part of the National Institutes of Health (“NIH”) on September 15, 2017. This award is under the NIH’s Small Business Innovation Research (SBIR) program which is designed to fund early stage small businesses that are seeking to commercialize innovative biomedical technologies. The title of the award is SBIR Topic 359 Phase 1 Device Strategy for Selective Isolation of Oncosomes and Non-Malignant Exosomes. The award from NIH is a firm, fixed-price contract with potential total payments to us of $299,250 over the course of nine months. Fixed price contracts require the achievement of multiple, incremental milestones to receive the full award during each period of the contract. The NIH also has the unilateral right to require us to perform additional work under an option period for an additional fixed amount of $49,800. Under the terms of the contract, we must perform certain incremental work towards the achievement of specific milestones against which we will invoice the government for fixed payment amounts. In the six months ended September 30, 2018, we performed work under the contract covering the remainder of the technical objectives of the contract (Aim 1: To validate the Hemopurifier as a device for capture and recovery of melanoma exosomes from plasma and Aim 2: To validate a method of melanoma exosome isolation consisting of the Hemopurifier followed by mab-based immunocapture to select out the tumor-derived exosomes from non-malignant exosomes and Aim 3: To evaluate the functional integrity of melanoma exosomes purified by the Hemopurifier and immunocapture isolation steps). As a result we invoiced NIH for $149,625 during the six months ended September 30, 2018. | 9. GOVERNMENT CONTRACTS AND RELATED REVENUE RECOGNITION National Institutes of Health (“NIH”) We entered into a contract with the NIH on September 15, 2017. This award is under the NIH’s Small Business Innovation Research (SBIR) program which is designed to fund early stage small businesses that are seeking to commercialize innovative biomedical technologies. The title of the award is SBIR Topic 359 Phase 1 Device Strategy for Selective Isolation of Oncosomes and Non-Malignant Exosomes. The award from NIH is a firm, fixed-price contract with potential total payments to us of $299,250 over the course of nine months. Fixed price contracts require the achievement of multiple, incremental milestones to receive the full award during each period of the contract. The NIH also has the unilateral right to require us to perform additional work under an option period for an additional fixed amount of $49,800. Under the terms of the contract, we must perform certain incremental work towards the achievement of specific milestones against which we will invoice the government for fixed payment amounts. In the fiscal year ended March 31, 2018, we performed work under the contract completing the majority of the first two technical objectives of the contract (Aim 1: To validate the Hemopurifier as a device for capture and recovery of melanoma exosomes from plasma and Aim 2: To validate a method of melanoma exosome isolation consisting of the Hemopurifier followed by mab-based immunocapture to select out the tumor-derived exosomes from non-malignant exosomes). As a result we invoiced NIH for $149,625. Defense Advanced Research Projects Agency (“DARPA”) As discussed in Note 1, we entered into a contract with DARPA on September 30, 2011. Under the DARPA 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 DARPA 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 performed certain incremental work towards the achievement of specific milestones against which we invoiced the government for fixed payment amounts. Originally, only the base year (year one of the contract) was effective for the parties; however, DARPA subsequently exercised its option on the remaining years of the contract. The milestones were comprised of planning, engineering and clinical targets, the achievement of which in some cases required the participation and contribution of third-party participants under the contract. We commenced work under the contract in October 2011 and completed the contract in September 2016. In February 2014, DARPA 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 reduced the possible payments under the contract by $858,469 over years three through five. In the fiscal year ended March 31, 2017, we invoiced the U.S. Government for the final two milestones under our DARPA contract in the aggregate amount of $387,438. In the fiscal year ended March 31, 2016, we invoiced the U.S. Government for four milestones under our DARPA contract in the amount of $863,011. The details of those milestones were as follows: Milestone 2.6.1.3 - Quantify the degree to which the MERS virus can be extracted from circulation in vitro using miniature Hemopurifiers. 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 quantified the degree to which the MERS virus can be extracted from circulation in vitro using miniature Hemopurifiers. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.6.1.4 – Prepare and present Final Report for DARPA. 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 prepared and presented the Final Report for DARPA. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. |
10. SEGMENTS
10. SEGMENTS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
SEGMENTS | 12. 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: Six Months Ended September 30, 2018 2017 Revenues: Aethlon $ 149,625 $ – ESI – – Total Revenues $ 149,624 $ – Operating Losses: Aethlon $ (2,369,907 ) $ (2,373,066 ) ESI (74,319 ) (23,356 ) Total Operating Loss $ (2,444,226 ) $ (2,396,422 ) Net Losses: Aethlon $ (2,480,117 ) $ (3,130,772 ) ESI (74,319 ) (23,356 ) Net Loss Before Non-Controlling Interests $ (2,554,436 ) $ (3,154,128 ) Cash: Aethlon $ 5,076,872 $ 919,612 ESI 1,733 460 Total Cash $ 5,078,605 $ 920,072 Total Assets: Aethlon $ 5,270,690 $ 1,118,433 ESI 1,733 27,545 Total Assets $ 5,272,423 $ 1,145,978 Capital Expenditures: Aethlon $ – $ 23,705 ESI – – Capital Expenditures $ – $ 23,705 Depreciation and Amortization: Aethlon $ 16,040 $ 18,651 ESI – – Total Depreciation and Amortization $ 16,040 $ 18,651 Interest Expense: Aethlon $ (110,210 ) $ (250,583 ) ESI – – Total Interest Expense $ (110,210 ) $ (250,583 ) | 10. 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, 2018 2017 Revenues: Aethlon $ 149,625 $ 392,073 ESI – – Total Revenues $ 149,625 $ 392,073 Operating Losses: Aethlon $ (4,729,719 ) $ (5,945,293 ) ESI (101,397 ) (153,064 ) Total Operating Loss $ (4,831,116 ) $ (6,098,357 ) Net Losses: Aethlon $ (5,598,440 ) $ (7,153,662 ) ESI (101,397 ) (153,064 ) Net Loss Before Non-Controlling Interests $ (5,699,837 ) $ (7,306,726 ) Cash: Aethlon $ 6,972,450 $ 1,558,667 ESI 1,620 1,034 Total Cash $ 6,974,070 $ 1,559,701 Total Assets: Aethlon $ 7,350,284 $ 1,698,249 ESI 1,620 28,119 Total Assets $ 7,351,904 $ 1,726,368 Capital Expenditures: Aethlon $ 24,823 $ 16,433 ESI – – Capital Expenditures $ 24,823 $ 16,433 Depreciation and Amortization: Aethlon $ 35,658 $ 22,370 ESI -- 10,043 Total Depreciation and Amortization $ 35,658 $ 32,413 Interest Expense: Aethlon $ 361,597 $ 304,330 ESI – – Total Interest Expense $ 361,597 $ 304,330 |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Management has evaluated events subsequent to September 30, 2018 through the date that the accompanying condensed 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. In October 2018, we entered into a lease extension for our laboratory facility for an additional twelve months running from December 1, 2018 through November 30, 2019 at the rate of $4,700 per month (see Note 13). In October 2018, 46,125 RSUs held by our executives were exchanged into the same number of shares of our common stock. As our executives elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes on the share issuance, 24,142 of the RSUs were cancelled and we issued a net 21,983 shares to our executives. | 11. SUBSEQUENT EVENTS Management has evaluated events subsequent to March 31, 2018 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. NIH Contract Restricted Stock Unit (“RSU”) Issuances Office Lease Extension |
12. COMMITMENTS AND CONTINGENCI
12. COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES LEASE COMMITMENTS We currently lease approximately 2,600 square feet of executive office space at 9635 Granite Ridge Drive, Suite 100, San Diego , 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 $4,548 per month on a one-year lease that expires on November 30, 2018. In October 2018, we entered into a lease extension for an additional twelve months running from December 1, 2018 through November 30, 2019 at the rate of $4,700 per month (see Note 14). Rent expense, which is included in general and administrative expenses, approximated $84,000 and $77,000 for the six month periods ended September 30, 2018 and 2017, respectively. 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. | 12. COMMITMENTS AND CONTINGENCIES EMPLOYMENT CONTRACTS We entered into an employment agreement with our Chief Executive Officer (“CEO”) effective April 1, 1999. The agreement, which is cancelable by either party upon sixty days’ notice, will be in effect until the CEO retires or ceases to be employed by us. Under the terms of the agreement, if the CEO 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. LEASE COMMITMENTS We currently lease approximately 2,600 square feet of executive office space at 9635 Granite Ridge Drive, Suite 100, San Diego , 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 $4,548 per month on a one-year lease that expires on November 30, 2018. Our current plans are to renew the lease prior to expiration or to secure alternative lab space in the San Diego area. Rent expense, which is included in general and administrative expenses, approximated $136,000 and $151,000 for the fiscal years ended March 31, 2017 and 2016, respectively. As of March 31, 2018, our commitments under the lease agreements are as follows: 2019 2020 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease $ 6,620 $ – 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 36,380 – Total Lease Commitments $ 43,000 $ – Following an extension in May 2018 of our lease relating to our Granite Ridge Drive space (see Note 11), our commitments under our lease agreements are as follows: Fiscal Years Ending March 31, 2019 2020 2021 2022 2023 9635 Granite Ridge Drive, Suite 100, San Diego, CA $ 94,543 $ 98,902 $ 98,622 $ 102,074 $ 43,670 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 36,380 – – – – Total Lease Commitments $ 130,923 $ 98,902 $ 98,622 $ 102,074 $ 43,670 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. Nature of Business and Basis
1. Nature of Business and Basis of Presentation (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION ORGANIZATION Aethlon Medical, Inc. and subsidiary (collectively, “Aethlon”, the “Company”, “we” or “us”) is a medical technology company focused on addressing unmet needs in global health and biodefense. The Aethlon Hemopurifier® is an early clinical-stage therapeutic device designed for the single-use removal of life-threatening viruses from the circulatory system of infected individuals. We believe the Hemopurifier can be a part of the broad-spectrum treatment of life-threatening highly glycosylated viruses that are not addressed with an already approved treatment countermeasure objectives set forth by the U.S. Government to protect citizens from bioterror and pandemic threats. In small-scale or early feasibility human studies, the Hemopurifier has been administered to individuals infected with HIV, Hepatitis-C, and Ebola. Additionally, the Hemopurifier has been validated to capture Zika virus, Lassa virus, MERS-CoV, Cytomegalovirus, Epstein-Barr virus, Herpes Simplex virus, Chikungunya virus, Dengue virus, West Nile virus, Smallpox-related viruses, H1N1 Swine Flu virus, H5N1 Bird Flu virus, and the reconstructed Spanish flu virus of 1918. In several cases, these validations were conducted in collaboration with leading government or non-government research institutes. Domestically, we are focused on the clinical advancement of the Hemopurifier through investigational device exemptions (IDEs) approved by FDA. We recently concluded a feasibility study to demonstrate the safety of our device in health-compromised individuals infected with a viral pathogen. We are also the majority owner of Exosome Sciences, Inc. (ESI), a company focused on the discovery of exosomal biomarkers to diagnose and monitor life-threatening diseases. Included among ESI’s endeavors is the advancement of a TauSome TM 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 treatment technology. Our executive offices are located at 9635 Granite Ridge Drive, Suite 100, San Diego, California 92123. Our telephone number is (858) 459-7800. Our website address is www.aethlonmedical.com Our common stock is listed on the Nasdaq Capital Market under the symbol “AEMD.” SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES During the six months ended September 30, 2018, there have been no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto for the year ended March 31, 2018, included in the Company's Annual Report on Form 10-K filed with the SEC on June 8, 2018. The accompanying unaudited condensed consolidated financial statements include the accounts of Aethlon Medical, Inc. and its majority-owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the condensed consolidated financial statements as of and for the six months ended September 30, 2018, and the condensed consolidated statement of cash flows for the six months ended September 30, 2018. Estimates were made relating to useful lives of fixed assets, impairment of assets, share-based compensation expense and accruals for clinical trial and research and development expenses. Actual results could differ materially from those estimates. The accompanying condensed consolidated balance sheet at March 31, 2018 has been derived from the audited consolidated balance sheet at March 31, 2018, contained in the above referenced 10-K. The results of operations for the six months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year or any future interim periods. LIQUIDITY Management expects existing cash as of September 30, 2018 to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these condensed consolidated financial statements. |
2. Loss per Common Share (Sep.
2. Loss per Common Share (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss per Common Share | 2. LOSS PER COMMON SHARE Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period of computation. The weighted average number of common shares outstanding for the three and six months ended September 30, 2018 and 2017 includes 46,125 vested restricted stock units. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional dilutive 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 September 30, 2018 and 2017, a total of 6,556,699 and 3,725,423 potential common shares, consisting of shares underlying outstanding stock options, warrants, unvested restricted stock units and convertible notes payable were excluded as their inclusion would be antidilutive. |
3. Research and Development Exp
3. Research and Development Expenses (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Research and Development [Abstract] | |
Research and Development Expenses | 3. RESEARCH AND DEVELOPMENT EXPENSES Our research and development costs are expensed as incurred. We incurred research and development expenses during the three and six month periods ended September 30, 2018 and 2017, which are included in various operating expense line items in the accompanying condensed consolidated statements of operations. Our research and development expenses in those periods were as follows: September 30, September 30, 2018 2017 Three months ended $ 207,782 $ 168,570 Six months ended $ 402,566 $ 333,433 |
4. Future Accounting Pronouncem
4. Future Accounting Pronouncements (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Future Accounting Pronouncements | 4. FUTURE ACCOUNTING PRONOUNCEMENTS ASU 2016-02, Leases (Topic 842) changes the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU 2016-02 as of its issuance is permitted. We do not expect the adoption of ASU No. 2016-02 to have a significant impact on our consolidated financial statements. |
9. Stock Compensation (Sep. 201
9. Stock Compensation (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | 9. STOCK COMPENSATION The following tables summarize share-based compensation expenses relating to RSU’s and options granted and the effect on basic and diluted loss per common share during the three and six month periods ended September 30, 2018 and 2017: Three Months Three Months Six Months Six Months Vesting of stock options and restricted stock units $ 336,496 $ 283,534 $ 599,658 $ 564,445 Total stock-based compensation expense $ 336,496 $ 283,534 $ 599,658 $ 564,445 Weighted average number of common shares outstanding – basic and diluted 17,789,236 9,032,157 17,771,918 8,939,624 Basic and diluted loss per common share attributable to stock-based compensation expense $ (0.02 ) $ (0.03 ) $ (0.03 ) $ (0.06 ) All of the stock-based compensation expense recorded during the six months ended September 30, 2018 and 2017, which totaled $599,658 and $564,445, respectively, is included in payroll and related expense in the accompanying condensed consolidated statements of operations. Stock-based compensation expense recorded during the six months ended September 30, 2018 and 2017 represented an impact on basic and diluted loss per common share of $(0.03) and $(0.06), respectively. We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The cumulative effect of adjusting the forfeiture rate for all expense amortization is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the six months ended September 30, 2018 was insignificant. Restricted Stock Unit Grants to Directors and Executive Officers On August 9, 2016, our Board of Directors (the “Board”) granted RSUs to certain of our officers and directors. The RSUs represent the right to be issued on a future date shares of our common stock for vested RSUs. Our Compensation Committee recommended the grants based on a compensation assessment provided by a third-party compensation consulting firm engaged by us that developed a peer group of companies for market assessment and analyzed compensation at such companies. On June 14, 2018, our Board approved the issuances of additional RSUs of $35,000 in value to each of our independent directors per the 2012 Non-Employee Directors Compensation Program (the “2012 Program”) as the stock-based compensation element of their overall directors’ compensation for the fiscal year ending March 31, 2019. The Board also approved the issuance of $50,000 of RSUs to a prospective director, if he chose to join our Board again per the 2012 Program. Finally, the Board approved the issuance of $30,000 of RSU’s to our Chief Financial Officer. The Board approval called for all of those RSUs to be priced based on the five day trailing averages of our closing stock price leading up to the acceptance of the Board seat by the prospective director, which occurred on June 19, 2018. That average price was $1.31 per share for the RSU calculations. Therefore, a total of 107,196 RSUs were issued to our existing independent directors, 38,285 RSUs were issued to Mr. Cipriani and 22,971 RSUs were issued to our Chief Financial Officer. All of those RSUs vest ratably on September 30, 2018, December 31, 2018 and March 31, 2019. The above noted RSUs were granted under our Amended 2010 Stock Incentive Plan and we recorded expense of $334,032 in the six months ended September 30, 2018 related to the RSU grants. RSUs outstanding that have vested and are expected to vest as of September 30, 2018 are as follows: Number of RSUs Vested 46,125 Expected to vest 342,926 Total 389,051 During the six months ended September 30, 2018, 148,401 RSUs held by our executives and directors were exchanged into the same number of shares of our common stock. As our executives and certain of our directors elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes (or in the case of directors issuing the cash equivalent of the estimated withholding taxes) on the share issuance, 68,352 of the RSUs were cancelled and we issued a net 80,049 shares to our executives. Stock Option Activity There were no stock option grants during the six months ended September 30, 2018. During the six months ended September 30, 2017, we issued options to four of our employees to purchase 34,500 shares of common stock at a price of $1.68 per share, the closing price on the date of the approval of the option grants by our compensation committee. Options outstanding that have vested and are expected to vest as of September 30, 2018 are as follows: Number of Weighted Weighted Vested 356,047 $ 8.83 3.84 Expected to vest 18,000 $ 1.68 8.71 Total 374,047 The following outlines the significant weighted average assumptions used to estimate the fair value information presented, with respect to stock option grants utilizing the Binomial Lattice option pricing models at, and during the six months ended September 30, 2017: Risk free interest rate 2.21% Average expected life 10 years Expected volatility 92.14% Expected dividends None The expected volatility was based on the historic volatility. The expected life of options granted was based on the "simplified method" as described in the SEC's guidance due to changes in the vesting terms and contractual life of current option grants compared to our historical grants. A summary of stock option activity during the six months ended September 30, 2018 is presented below: Amount Range of Weighted Stock options outstanding at March 31, 2018 409,047 $1.68-$20.50 $ 9.51 Exercised – – $ – Granted – – $ – Cancelled/Expired 35,000 $ 20.50 $ 20.50 Stock options outstanding at September 30, 2018 374,047 $1.68 – $12.50 $ 8.48 Stock options exercisable at September 30, 2018 356,047 $1.68 – $12.50 $ 8.83 On September 30, 2018, our stock options had no intrinsic value since the closing price on that date of $1.18 per share was below the weighted average exercise price of our stock options. At September 30, 2018, there was approximately $1,476,992 of unrecognized compensation cost related to share-based payments, which is expected to be recognized over a weighted average period of 1.1 years. |
10. Warrants (Sep. 2018 Note)
10. Warrants (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | 10. WARRANTS During the six months ended September 30, 2018 and 2017, we did not issue any warrants. A summary of warrant activity during the six months ended September 30, 2018 is presented below: Amount Range of Exercise Price Weighted Average Exercise Price Warrants outstanding at March 31, 2018 5,922,571 $1.10 - $12.05 $ 1.83 Exercised – n/a n/a Issued – n/a n/a Cancelled/Expired (463,146 ) $2.10 – $6.25 $ 2.61 Warrants outstanding at September 30, 2018 5,459,425 $1.10 – $12.05 $ 1.77 Warrants exercisable at September 30, 2018 5,459,425 $1.10 – $12.05 $ 1.77 |
1. ORGANIZATION, LIQUIDITY AN_2
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Aethlon Medical, Inc. and subsidiary (collectively, “Aethlon”, the “Company”, “we” or “us”) is a medical technology company focused on addressing unmet needs in global health and biodefense. The Aethlon Hemopurifier® is an early clinical-stage therapeutic device designed for the single-use removal of life-threatening viruses from the circulatory system of infected individuals. We believe the Hemopurifier can be a part of the broad-spectrum treatment of life-threatening highly glycosylated viruses that are not addressed with an already approved treatment countermeasure objectives set forth by the U.S. Government to protect citizens from bioterror and pandemic threats. In small-scale or early feasibility human studies, the Hemopurifier has been administered to individuals infected with HIV, Hepatitis-C, and Ebola. Additionally, the Hemopurifier has been validated to capture Zika virus, Lassa virus, MERS-CoV, Cytomegalovirus, Epstein-Barr virus, Herpes Simplex virus, Chikungunya virus, Dengue virus, West Nile virus, Smallpox-related viruses, H1N1 Swine Flu virus, H5N1 Bird Flu virus, and the reconstructed Spanish flu virus of 1918. In several cases, these validations were conducted in collaboration with leading government or non-government research institutes. Domestically, we are focused on the clinical advancement of the Hemopurifier through investigational device exemptions (IDEs) approved by FDA. We recently concluded a feasibility study to demonstrate the safety of our device in health-compromised individuals infected with a viral pathogen. We are also the majority owner of Exosome Sciences, Inc. (ESI), a company focused on the discovery of exosomal biomarkers to diagnose and monitor life-threatening diseases. Included among ESI’s endeavors is the advancement of a TauSome TM 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 treatment technology. Our executive offices are located at 9635 Granite Ridge Drive, Suite 100, San Diego, California 92123. Our telephone number is (858) 459-7800. Our website address is www.aethlonmedical.com Our common stock is quoted on the Nasdaq Capital Market under the symbol “AEMD.” |
LIQUIDITY AND GOING CONCERN | LIQUIDITY AND GOING CONCERN Management expects existing cash as of March 31, 2018 to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these consolidated financial statements. |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Aethlon Medical, Inc. and its majority-owned (80% ownership) and controlled subsidiary, Exosome Sciences, Inc. (ESI). All significant intercompany balances and transactions have been eliminated in consolidation. The Company has classified the (20% ownership) noncontrolling interests in ESI as part of consolidated net loss in the fiscal years ended March 31, 2018 and 2017 and includes the accumulated amount of noncontrolling interests as part of equity. The losses at ESI during the fiscal year ended March 31, 2018 reduced the noncontrolling interests on our consolidated balance sheet by $20,279 from $(80,967) at March 31, 2017 to $(101,246) at March 31, 2018. |
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, estimating fair value associated with debt and equity transactions and valuation of deferred tax assets. Actual results, whether in the near, medium or long-term future, 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, 2018 and 2017, 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, 2018 and 2017, and 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. Accounts at this institution are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2018 cash balances were approximately $6,722,000 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, 2018 and 2017 and all of our revenue in the fiscal years ended March 31, 2018 and 2017 were directly from the National Cancer Institute or the U.S. Department of Defense or from a subcontract under Battelle, which is a prime contractor with the U.S. Department of Defense. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss included in the consolidated statements of operations. |
INCOME TAXES | INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between the consolidated financial statements and their respective tax basis. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes, and (b) tax credit carryforwards. We record a valuation allowance for deferred tax assets when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of the deferred tax assets may not be realized. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. We believe no impairment charges were necessary during the fiscal years ended March 31, 2018 and 2017. |
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, 2018 and 2017, a total of 7,160,004 and 3,908,292 potential common shares, consisting of shares underlying outstanding stock options, restricted stock units, 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 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 | DEFERRED FINANCING COSTS Costs related to the issuance of debt are capitalized as a deduction to our convertible notes based on the new accounting standard on imputation of interest, 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 $27,641 during the fiscal year ended March 31, 2017. There was no amortization related to our deferred financing costs in the fiscal year ended March 31, 2018. |
REVENUE RECOGNITION | REVENUE RECOGNITION For our contracts with the National Institutes of Health (“NIH”) and with DARPA, we adopted the Milestone method of revenue recognition under ASC 605-28 “Revenue Recognition – Milestone Method” (“ASC 605-28”) and we believe we met the requirements under ASC 605-28 for reporting contract revenue under the Milestone Method for the fiscal years ended March 31, 2018 and 2017. 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. NIH Contract - We entered into a contract with the NIH on September 15, 2017. This award is under the NIH’s Small Business Innovation Research (SBIR) program which is designed to fund early stage small businesses that are seeking to commercialize innovative biomedical technologies. The title of the award is SBIR Topic 359 Phase 1 Device Strategy for Selective Isolation of Oncosomes and Non-Malignant Exosomes. The award from NIH is a firm, fixed-price contract with potential total payments to us of $299,250 over the course of nine months. Fixed price contracts require the achievement of multiple, incremental milestones to receive the full award during each period of the contract. The NIH also has the unilateral right to require us to perform additional work under an option period for an additional fixed amount of $49,800. Under the terms of the contract, we must perform certain incremental work towards the achievement of specific milestones against which we will invoice the government for fixed payment amounts. In the fiscal year ended March 31, 2018, we completed the first two milestones on this contract and invoiced NIH for two milestones in the amount of $149,625. In the fiscal year ended March 31, 2018, we performed work under the contract completing the majority of the first two technical objectives of the contract (Aim 1: To validate the Hemopurifier as a device for capture and recovery of melanoma exosomes from plasma and Aim 2: To validate a method of melanoma exosome isolation consisting of the Hemopurifier followed by mab-based immunocapture to select out the tumor-derived exosomes from non-malignant exosomes). As a result we invoiced NIH for $149,625. DARPA Contract -- We entered into a government contract with DARPA and recognized revenue of $387,438 under that contract during the fiscal year ended March 31, 2017. 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 year ended March 31, 2017, we recorded revenue of $4,635, under the Battelle subcontract. Our revenue under this contract was 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 engaged us as needed. Each payment required 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, 2018 and 2017: Our total stock-based compensation for fiscal years ended March 31, 2018 and 2017 included the following: Fiscal Years Ended March 31, 2018 March 31, 2017 Vesting of Stock Options and Restricted Stock Units $ 1,212,794 $ 2,076,535 47,975 109,773 Total Stock-Based Compensation Expense $ 1,260,769 $ 2,186,309 Weighted average number of common shares outstanding – basic and diluted 12,317,074 7,764,237 Basic and diluted loss per common share $ (0.10 ) $ (0.28 ) 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, 2007 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2018 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. |
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 $586,000 and $673,000 of research and development expenses for the years ended March 31, 2018 and 2017, 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 During the fiscal year ended March 31, 2017, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-03, the new accounting standard on imputation of interest, simplifying the presentation of debt issuance costs. As a result of the adoption of that pronouncement, our deferred financing costs at March 31, 2016 were reclassified from current assets to an offset against our convertible notes. We did not have any unamortized deferred financing costs at March 31, 2017. During the fiscal year ended March 31, 2017, we also adopted FASB ASU 2015-01, the new accounting standard on income statement - extraordinary and unusual items (Subtopic 225-20): simplifying income statement presentation by eliminating the concept of extraordinary items and FASB ASU 2014-15, the new accounting standard on the presentation of financial statements - going concern (Subtopic 205-40): disclosure of uncertainties about an entity's ability to continue as a going concern. The adoption of FASB ASU 2015-01 did not have a material impact on our consolidated financial statements for the fiscal years ended March 31, 2018 and 2017 as we did not have any extraordinary or unusual items in those fiscal years and we believe this accounting pronouncement will not have a significant impact on the our consolidated financial statements in the future. The adoption of FASB ASU 2014-15 did not have a material impact on our consolidated financial statements for the fiscal years ended March 31, 2018 and 2017. During the fiscal year ended March 31, 2018, we adopted FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amended Accounting Standards Codification ("ASC") Topic 718, Compensation – Stock Compensation. This pronouncement simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We adopted this ASU effective April 1, 2017 and the adoption did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 201 4-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the standard provided guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers upon transfer of control. ASU 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 was to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014-09 by one year. Early adoption is permitted after December 31, 2016. We elected to adopt the standard effective April 1, 2017, and the adoption did not have a material impact on our financial statements as existing government contracts are not in scope of Topic 606. ASU 2016-02, Leases (Topic 842) changes the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU 2016-02 as of its issuance is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We do not expect the adoption of ASU No. 2016-02 to have a significant impact on our consolidated financial statements. |
1. ORGANIZATION, LIQUIDITY AN_3
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Share-based compensation expenses | Our total stock-based compensation for fiscal years ended March 31, 2018 and 2017 included the following: Fiscal Years Ended March 31, 2018 March 31, 2017 Vesting of Stock Options and Restricted Stock Units $ 1,212,794 $ 2,076,535 47,975 109,773 Total Stock-Based Compensation Expense $ 1,260,769 $ 2,186,309 Weighted average number of common shares outstanding – basic and diluted 12,317,074 7,764,237 Basic and diluted loss per common share $ (0.10 ) $ (0.28 ) |
2. PROPERTY AND EQUIPMENT (Tabl
2. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, consist of the following: March 31, 2018 March 31, 2017 Furniture and office equipment, at cost $ 376,907 $ 352,085 Accumulated depreciation (349,355 ) (322,862 ) $ 27,552 $ 29,223 |
3. PATENTS (Tables)
3. PATENTS (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of patents | Patents consist of the following: March 31, 2018 March 31, 2017 Patents $ 211,645 $ 211,645 Accumulated amortization (135,813 ) (126,649 ) $ 75,832 $ 84,996 |
4. CONVERTIBLE NOTES PAYABLE (T
4. CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Convertible Notes Payable [Abstract] | ||
Convertible notes payable | Convertible Notes Payable, Net consisted of the following at September 30, 2018: Principal Unamortized Net Accrued Convertible Notes Payable, Net: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (56,098 ) $ 556,713 $ 6,668 December 2016 10% Convertible Notes (due July 1, 2019) 379,780 (34,766 ) 345,014 3,275 Total Convertible Notes Payable, Net $ 992,591 $ (90,864 ) $ 901,727 $ 9,943 Convertible Notes Payable, Net consisted of the following at March 31, 2018: Principal Unamortized Net Accrued Convertible Notes Payable, Net – Non-Current Portion: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (93,590 ) $ 519,221 $ 34,386 December 2016 10% Convertible Notes (due July 1, 2019) 379,780 (57,848 ) 321,932 21,315 Total Convertible Notes Payable, Net $ 992,591 $ (151,438 ) $ 841,153 $ 55,701 | Convertible Notes Payable, Net consisted of the following at March 31, 2018: Principal Unamortized Net Accrued Convertible Notes Payable, Net – Non-Current Portion: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (93,590 ) $ 519,221 $ 34,386 December 2016 10% Convertible Notes (due July 1, 2019) 379,780 (57,848 ) 321,932 21,315 Total Convertible Notes Payable, Net $ 992,591 $ (151,438 ) $ 841,153 $ 55,701 Convertible Notes Payable, Net consisted of the following at March 31, 2017: Principal Unamortized Net Accrued Convertible Notes Payable, Net – Non-Current Portion: November 2014 10% Convertible Notes (due July 1, 2019) $ 612,811 $ (275,363 ) $ 337,448 $ 2,555 December 2016 10% Convertible Notes (due July 1, 2019) 680,400 (498,648 ) 181,752 2,836 Total Convertible Notes Payable, Net $ 1,293,211 $ (774,011 ) $ 519,200 $ 5,391 |
Changes to principal balance of Convertible Note | Activity in the November 2014 10% Convertible Notes Initial principal balance $ 527,780 Increase in principal balance under the second amendment (see above) 165,031 Conversions during the fiscal year ended March 31, 2017 (80,000 ) Balance as of September 30, 2018 and March 31, 2018 $ 612,811 Activity in the December 2016 10% Convertible Notes Initial principal balance $ 680,400 Conversions during the fiscal year ended March 31, 2018 (300,620 ) Balance as of September 30, 2018 and March 31, 2018 $ 379,780 | The following table shows the changes to the principal balance of the November 2014 10% Convertible Notes: Activity in the November 2014 10% Convertible Notes Initial principal balance $ 527,780 Increase in principal balance under the second amendment (see above) 165,031 Conversions during the fiscal year ended March 31, 2017 (80,000 ) Balance as of March 31, 2017 & March 31, 2018 $ 612,811 The following table shows the changes to the principal balance of the December 2016 10% Convertible Notes: Activity in the December 2016 10% Convertible Notes Initial principal balance $ 680,400 Conversions during the fiscal year ended March 31, 2018 (300,620 ) Balance as of March 31, 2018 $ 379,780 |
5. EQUITY TRANSACTIONS (Tables)
5. EQUITY TRANSACTIONS (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Assumptions used for warrants granted | The following outlines the significant weighted average assumptions used to estimate the fair value information presented, with respect to warrants utilizing the Binomial Lattice option pricing models, issued during the fiscal year ended March 31, 2018: Risk free interest rate 1.38% - 1.92% Average expected life 5 years Expected volatility 100.2% - 111.1% Expected dividends None 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, 2018 2017 Risk free interest rate 1.38% - 1.92% 0.7% - 1.93% Average expected life 5 years 3.42 – 5.5 years Expected volatility 100.2% - 111.1% 88.2% - 96.0% Expected dividends None None | |
Summary of warrant activity | Amount Range of Exercise Price Weighted Average Exercise Price Warrants outstanding at March 31, 2018 5,922,571 $1.10 - $12.05 $ 1.83 Exercised – n/a n/a Issued – n/a n/a Cancelled/Expired (463,146 ) $2.10 – $6.25 $ 2.61 Warrants outstanding at September 30, 2018 5,459,425 $1.10 – $12.05 $ 1.77 Warrants exercisable at September 30, 2018 5,459,425 $1.10 – $12.05 $ 1.77 | A summary of the aggregate warrant activity for the years ended March 31, 2018 and 2017 is presented below: Fiscal Year Ended March 31, 2018 2017 Warrants Weighted Warrants Weighted Outstanding, beginning of year 2,604,096 $ 3.64 2,164,094 $ 6.68 Granted 5,618,182 $ 1.10 749,825 $ 4.10 Exercised (2,160,350 ) $ 1.10 (2,660 ) $ 6.25 Cancelled/Forfeited (139,357 ) $ 6.52 (307,163 ) $ 5.18 Outstanding, end of year 5,922,571 $ 1.80 2,604,096 $ 3.64 Exercisable, end of year 5,922,571 $ 1.80 2,604,096 $ 3.64 Weighted average estimated fair value of warrants granted $ 0.71 $ 2.65 |
Summary of warrant activity exercisable and outstanding | The detail of the warrants outstanding and exercisable as of March 31, 2018 is as follows: Warrants Outstanding Warrants Exercisable Range of Number Weighted Weighted Number Weighted $2.10 or Below 3,863,722 4.13 $ 1.21 3,863,722 $ 1.21 3.95 - $4.94 1,377,087 3.59 $ 4.06 1,377,087 $ 4.06 $5.20 - $12.05 681,762 2.07 $ 6.57 681,762 $ 6.57 5,922,571 5,922,571 | |
RSU's expected to vest | RSUs outstanding that have vested and are expected to vest as of March 31, 2018 are as follows: Number of RSUs Vested 46,125 Expected to vest 322,875 Total 369,000 | |
Summary of stock options outstanding | Amount Range of Weighted Stock options outstanding at March 31, 2018 409,047 $1.68-$20.50 $ 9.51 Exercised – – $ – Granted – – $ – Cancelled/Expired 35,000 $ 20.50 $ 20.50 Stock options outstanding at September 30, 2018 374,047 $1.68 – $12.50 $ 8.48 Stock options exercisable at September 30, 2018 356,047 $1.68 – $12.50 $ 8.83 | The following is a summary of the stock options outstanding at March 31, 2018 and 2017 and the changes during the years then ended: Fiscal Year Ended March 31, 2018 2017 Options Weighted Options Weighted Outstanding, beginning of year 432,047 $ 10.98 438,547 $ 10.94 Granted 34,500 $ 1.68 – $ N/A Exercised – N/A – $ N/A Cancelled/Forfeited (57,500 ) $ 15.87 (6,500 ) $ 7.96 Outstanding, end of year 409,047 $ 9.51 432,047 $ 10.98 Exercisable, end of year 382,047 $ 10.07 414,547 $ 11.24 Weighted average estimated fair value of options granted $ 1.46 $ N/A |
Detail of options outstanding and exercisable by exercise price | Number of Weighted Weighted Vested 356,047 $ 8.83 3.84 Expected to vest 18,000 $ 1.68 8.71 Total 374,047 | The detail of the options outstanding and exercisable as of March 31, 2018 is as follows: Options Outstanding Options Exercisable Exercise Prices Number Weighted Weighted Number Weighted $1.68 - $9.50 211,047 6.26 years $ 5.42 184,047 $ 5.96 $12.50 163,000 2.39 years $ 12.50 163,000 $ 12.50 $20.50 35,000 0.42 years $ 19.03 35,000 $ 19.03 409,047 382,047 |
Schedule of other than options | Number of RSUs Vested 46,125 Expected to vest 342,926 Total 389,051 | |
Schedule of stock-based compensation | Three Months Three Months Six Months Six Months Vesting of stock options and restricted stock units $ 336,496 $ 283,534 $ 599,658 $ 564,445 Total stock-based compensation expense $ 336,496 $ 283,534 $ 599,658 $ 564,445 Weighted average number of common shares outstanding – basic and diluted 17,789,236 9,032,157 17,771,918 8,939,624 Basic and diluted loss per common share attributable to stock-based compensation expense $ (0.02 ) $ (0.03 ) $ (0.03 ) $ (0.06 ) | Our total stock-based compensation for fiscal years ended March 31, 2018 and 2017 included the following: Fiscal Year Ended March 31, 2018 March 31, 2017 Vesting of restricted stock units $ 1,212,794 $ 2,076,535 Vesting of stock options 47,975 109,774 Total Stock-Based Compensation $ 1,260,769 $ 2,186,309 |
Schedule of stock options valuation assumptions | Risk free interest rate 2.21% Average expected life 10 years Expected volatility 92.14% Expected dividends None |
7. OTHER CURRENT LIABILITIES (T
7. OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | ||
Other Current Liabilities | September 30, March 31, 2018 2018 Accrued interest $ 9,943 $ 55,701 Accrued professional fees 158,413 207,440 Total other current liabilities $ 168,356 $ 263,141 | Other current liabilities were comprised of the following items: March 31, 2018 March 31, 2017 Accrued interest $ 55,701 $ 5,391 Accrued professional fees 207,440 64,076 Total other current liabilities $ 263,141 $ 69,467 |
8. INCOME TAXES (Tables)
8. INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | YEAR ENDED MARCH 31, 2018 2017 Deferred tax assets: Capitalized research and development $ 3,442,000 $ 3,442,000 Net operating loss carryforwards 16,257,000 22,060,000 Stock compensation 575,000 318,000 Total deferred tax assets 20,274,000 25,820,000 Total deferred tax liabilities – – Net deferred tax assets 20,274,000 25,820,000 Valuation allowance for deferred tax assets (20,274,000 ) (25,820,000 ) Net deferred tax assets $ – $ – |
Provision for income taxes | 2018 2017 Income taxes (benefit) at federal statutory rate of 30.75% $ (1,753,000 ) $ (2,484,000 ) State income tax, net of federal benefit (349,000 ) (438,000 ) Tax effect on non-deductible expenses and credits 74,000 382,000 Change in valuation allowance 1 (5,546,000 ) 2,540,000 Change in tax rate 7,574,000 $ – $ – |
10. SEGMENTS (Tables)
10. SEGMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Schedule of segments | Six Months Ended September 30, 2018 2017 Revenues: Aethlon $ 149,625 $ – ESI – – Total Revenues $ 149,624 $ – Operating Losses: Aethlon $ (2,369,907 ) $ (2,373,066 ) ESI (74,319 ) (23,356 ) Total Operating Loss $ (2,444,226 ) $ (2,396,422 ) Net Losses: Aethlon $ (2,480,117 ) $ (3,130,772 ) ESI (74,319 ) (23,356 ) Net Loss Before Non-Controlling Interests $ (2,554,436 ) $ (3,154,128 ) Cash: Aethlon $ 5,076,872 $ 919,612 ESI 1,733 460 Total Cash $ 5,078,605 $ 920,072 Total Assets: Aethlon $ 5,270,690 $ 1,118,433 ESI 1,733 27,545 Total Assets $ 5,272,423 $ 1,145,978 Capital Expenditures: Aethlon $ – $ 23,705 ESI – – Capital Expenditures $ – $ 23,705 Depreciation and Amortization: Aethlon $ 16,040 $ 18,651 ESI – – Total Depreciation and Amortization $ 16,040 $ 18,651 Interest Expense: Aethlon $ (110,210 ) $ (250,583 ) ESI – – Total Interest Expense $ (110,210 ) $ (250,583 ) | The following tables set forth certain information regarding our segments: Fiscal Years Ended March 31, 2018 2017 Revenues: Aethlon $ 149,625 $ 392,073 ESI – – Total Revenues $ 149,625 $ 392,073 Operating Losses: Aethlon $ (4,729,719 ) $ (5,945,293 ) ESI (101,397 ) (153,064 ) Total Operating Loss $ (4,831,116 ) $ (6,098,357 ) Net Losses: Aethlon $ (5,598,440 ) $ (7,153,662 ) ESI (101,397 ) (153,064 ) Net Loss Before Non-Controlling Interests $ (5,699,837 ) $ (7,306,726 ) Cash: Aethlon $ 6,972,450 $ 1,558,667 ESI 1,620 1,034 Total Cash $ 6,974,070 $ 1,559,701 Total Assets: Aethlon $ 7,350,284 $ 1,698,249 ESI 1,620 28,119 Total Assets $ 7,351,904 $ 1,726,368 Capital Expenditures: Aethlon $ 24,823 $ 16,433 ESI – – Capital Expenditures $ 24,823 $ 16,433 Depreciation and Amortization: Aethlon $ 35,658 $ 22,370 ESI -- 10,043 Total Depreciation and Amortization $ 35,658 $ 32,413 Interest Expense: Aethlon $ 361,597 $ 304,330 ESI – – Total Interest Expense $ 361,597 $ 304,330 |
12. COMMITMENTS AND CONTINGEN_2
12. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease commitments | As of March 31, 2018, our commitments under the lease agreements are as follows: 2019 2020 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease $ 6,620 $ – 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 36,380 – Total Lease Commitments $ 43,000 $ – Following an extension in May 2018 of our lease relating to our Granite Ridge Drive space (see Note 11), our commitments under our lease agreements are as follows: Fiscal Years Ending March 31, 2019 2020 2021 2022 2023 9635 Granite Ridge Drive, Suite 100, San Diego, CA $ 94,543 $ 98,902 $ 98,622 $ 102,074 $ 43,670 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 36,380 – – – – Total Lease Commitments $ 130,923 $ 98,902 $ 98,622 $ 102,074 $ 43,670 |
3. Research and Development E_2
3. Research and Development Expenses (Tables) (Sep. 2018 Note) | 6 Months Ended |
Sep. 30, 2018 | |
Research and Development [Abstract] | |
Research and Development Expenses | September 30, September 30, 2018 2017 Three months ended $ 207,782 $ 168,570 Six months ended $ 402,566 $ 333,433 |
1. ORGANIZATION, LIQUIDITY AN_4
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Based Compensation | $ 336,496 | $ 283,534 | $ 599,658 | $ 564,445 | $ 1,260,769 | $ 2,186,309 |
Weighted average number of common shares outstanding - basic and diluted | 17,789,236 | 9,032,157 | 17,771,918 | 8,939,624 | 12,317,074 | 7,764,237 |
Basic and diluted loss per common share | $ (0.08) | $ (0.14) | $ (0.14) | $ (0.35) | $ (0.46) | $ (0.94) |
Vesting of Stock Options [Member] | ||||||
Stock Based Compensation | $ 47,975 | $ 109,773 | ||||
Share-based Compensation [Member] | ||||||
Basic and diluted loss per common share | $ (0.10) | $ (0.28) | ||||
Vesting of Restricted Stock Units [Member] | ||||||
Stock Based Compensation | $ 1,212,794 | $ 2,076,535 |
1. ORGANIZATION, LIQUIDITY AN_5
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Noncontrolling interests | $ (116,110) | $ (116,110) | $ (101,246) | $ (80,967) | ||
Cash equivalents | 0 | 0 | ||||
Asset impairment charges | $ 0 | $ 0 | ||||
Shares considered antidilutive | 7,160,004 | 3,908,292 | ||||
Amortization of deferred financing costs | $ 0 | $ 27,641 | ||||
Contract revenue | 0 | $ 0 | 149,625 | $ 0 | 149,625 | 392,073 |
Research and development expenses | $ 207,782 | $ 168,570 | $ 402,566 | $ 333,433 | 586,000 | 673,000 |
NIH Milestone [Member] | ||||||
Contract revenue | $ 149,625 | |||||
DARPA [Member] | ||||||
Contract revenue | 387,438 | |||||
Battelle | ||||||
Contract revenue | 4,635 | |||||
ESI [Member] | ||||||
Equity ownership percentage | 80.00% | |||||
Noncontrolling interest percentage | 20.00% | |||||
Noncontrolling interests | $ (101,246) | $ (80,967) |
2. PROPERTY AND EQUIPMENT (Deta
2. PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Property, Plant and Equipment [Abstract] | |||
Furniture and office equipment, at cost | $ 376,907 | $ 352,085 | |
Accumulated depreciation | (349,355) | (322,862) | |
Furniture and office equipment, net | $ 16,094 | $ 27,552 | $ 29,223 |
2. PROPERTY AND EQUIPMENT (De_2
2. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 26,494 | $ 23,248 |
3. Patents (Details)
3. Patents (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents | $ 211,645 | $ 211,645 | |
Accumulated amortization | (135,813) | (126,649) | |
Finite-Lived Intangible Assets, Net | $ 71,250 | $ 75,832 | $ 84,996 |
3. Patents (Details Narrative)
3. Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of patents | $ 9,164 | $ 9,165 |
Weighted average remaining life of patents | 3 years 2 months 12 days |
4. CONVERTIBLE NOTES PAYABLE (D
4. CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Convertible notes payable, principal | $ 992,591 | $ 1,293,211 | |
Unamortized discount | $ (90,864) | (151,438) | (774,011) |
Convertible notes payable, net | 901,727 | 841,153 | 519,200 |
Accrued interest | 9,943 | 55,701 | 5,391 |
November 2014 10% Convertible Notes [Member] | |||
Convertible notes payable, principal | 612,811 | 612,811 | |
Unamortized discount | (93,590) | (275,363) | |
Convertible notes payable, net | 519,221 | 337,448 | |
Accrued interest | 34,386 | 2,555 | |
December 2016 10% Convertible Notes (due July 1, 2019) [Member] | |||
Convertible notes payable, principal | 379,780 | 379,780 | 680,400 |
Unamortized discount | (34,766) | (57,848) | (498,648) |
Convertible notes payable, net | 345,014 | 321,932 | 181,752 |
Accrued interest | $ 3,275 | $ 21,315 | $ 2,836 |
4. CONVERTIBLE NOTES PAYABLE _2
4. CONVERTIBLE NOTES PAYABLE (Details - Convertible note November 2014 activity) | 12 Months Ended |
Mar. 31, 2018USD ($) | |
Convertible debt, beginning balance | $ 1,293,211 |
Convertible debt, ending balance | 992,591 |
November 2014 10% Convertible Notes [Member] | |
Convertible debt, beginning balance | 612,811 |
Increase in principal balance under the second amendment | 165,031 |
Conversions during the period | (80,000) |
Convertible debt, ending balance | $ 612,811 |
4. CONVERTIBLE NOTES PAYABLE _3
4. CONVERTIBLE NOTES PAYABLE (Details - Convertible note December 2016 activity) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Convertible debt, beginning balance | $ 992,591 | $ 1,293,211 |
Convertible debt, ending balance | 992,591 | |
December 2016 10% Convertible Notes [Member] | ||
Convertible debt, beginning balance | 379,780 | 680,400 |
Conversions during the period | (300,620) | (300,620) |
Convertible debt, ending balance | $ 379,780 | $ 379,780 |
5. Convertible Notes Payable (D
5. Convertible Notes Payable (Details - Convertible note activity) (Sep. 2018 Note) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Convertible debt, beginning balance | $ 992,591 | $ 1,293,211 |
Convertible debt, ending balance | 992,591 | |
November 2014 10% Convertible Notes [Member] | ||
Convertible debt, beginning balance | 527,780 | |
Increase in principal balance under the second amendment | 165,031 | |
Conversions during the period | (80,000) | |
Convertible debt, ending balance | 612,811 | 527,780 |
December 2016 10% Convertible Notes [Member] | ||
Convertible debt, beginning balance | 379,780 | 680,400 |
Conversions during the period | (300,620) | (300,620) |
Convertible debt, ending balance | $ 379,780 | $ 379,780 |
5. Convertible Notes Payable _2
5. Convertible Notes Payable (Details - Convertible Notes Payable) (Sep. 2018 Note) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Convertible notes payable, principal | $ 992,591 | ||
Unamortized discount | (90,864) | $ (151,438) | $ (774,011) |
Convertible notes payable, net | 901,727 | 841,153 | 519,200 |
Accrued interest | 9,943 | 55,701 | 5,391 |
November 2014 10% Convertible Notes [Member] | |||
Convertible notes payable, principal | 612,811 | ||
Unamortized discount | (56,098) | ||
Convertible notes payable, net | 556,713 | ||
Accrued interest | 6,668 | ||
December 2016 10% Convertible Notes [Member] | |||
Convertible notes payable, principal | 379,780 | ||
Unamortized discount | (34,766) | (57,848) | (498,648) |
Convertible notes payable, net | 345,014 | 321,932 | 181,752 |
Accrued interest | $ 3,275 | $ 21,315 | $ 2,836 |
4. CONVERTIBLE NOTES PAYABLE _4
4. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Interest and debt expense | $ (55,106) | $ (61,979) | $ (110,210) | $ (250,583) | $ (361,597) | $ (304,330) |
Amortization of deferred financing costs | 0 | 27,641 | ||||
Proceeds from convertible notes payable | 0 | 1,650,314 | 0 | 577,460 | ||
Unamortized debt discount | 90,864 | 90,864 | 151,438 | 774,011 | ||
Loss on debt conversion | 0 | $ 0 | 0 | $ (376,909) | (376,909) | (558,198) |
Convertible Debt [Member] | ||||||
Interest and debt expense | 112,456 | 81,102 | ||||
Amortization of debt discounts | 245,664 | 27,641 | ||||
Amortization of deferred financing costs | 192,798 | |||||
Interest expense debt | 358,120 | 301,541 | ||||
Beneficial conversion feature | 287,647 | |||||
November 2014 10% Convertible Notes [Member] | ||||||
Unamortized debt discount | 93,590 | 275,363 | ||||
Notes converted into common stock, value | 80,000 | |||||
November 2014 10% Convertible Notes [Member] | Second Amendment [Member] | ||||||
Debt face amount | $ 692,811 | |||||
Number of securities that warrants may convert to | 30,000 | |||||
Stated interest rate | 10.00% | |||||
Debt maturity date | Jul. 1, 2017 | |||||
Common stock purchase price | $ 5 | |||||
Loss on debt conversion | $ (536,889) | |||||
Extension fee expense | 80,000 | |||||
November 2014 10% Convertible Notes [Member] | Second Amendment [Member] | Fair value of prior warrants [Member] | ||||||
Loss on debt conversion | (287,676) | |||||
November 2014 10% Convertible Notes [Member] | Second Amendment [Member] | Beneficial conversion feature [Member] | ||||||
Loss on debt conversion | (325,206) | |||||
November 2014 10% Convertible Notes [Member] | Second Amendment [Member] | Debt discount [Member] | ||||||
Loss on debt conversion | $ 75,993 | |||||
November 2014 10% Convertible Notes [Member] | Third Amendment [Member] | ||||||
Debt maturity date | Jul. 1, 2018 | |||||
Conversion price | $ 3 | |||||
Beneficial conversion feature | $ 233,748 | |||||
Loss on debt conversion | 58,691 | |||||
December 2016 10% Convertible Notes (due July 1, 2019) [Member] | ||||||
Debt face amount | $ 680,400 | |||||
Number of securities that warrants may convert to | 127,575 | |||||
Stated interest rate | 10.00% | |||||
Debt maturity date | Jul. 1, 2018 | |||||
Proceeds from convertible notes payable | $ 600,000 | |||||
Conversion price | $ 4 | |||||
Common stock purchase price | $ 4.50 | |||||
Debt discount on warrants | $ 232,718 | |||||
Unamortized debt discount | $ 34,766 | 34,766 | 57,848 | $ 498,648 | ||
Legal fees | 22,500 | |||||
Bank fees | 40 | |||||
Notes converted into common stock, value | $ 300,620 | 300,620 | ||||
Loss on debt conversion | 198,254 | |||||
December 2016 10% Convertible Notes (due July 1, 2019) [Member] | Fair Value of Warrants [Member] | ||||||
Deferred finance costs | 102,940 | |||||
Unamortized debt discount | 232,718 | |||||
December 2016 10% Convertible Notes (due July 1, 2019) [Member] | Beneficial conversion feature [Member] | ||||||
Unamortized debt discount | 262,718 | |||||
December 2016 10% Convertible Notes (due July 1, 2019) [Member] | Original Issue Discount [Member] | ||||||
Unamortized debt discount | 50,400 | |||||
December 2016 10% Convertible Notes (due July 1, 2019) [Member] | Due Diligence Fee [Member] | ||||||
Unamortized debt discount | $ 30,000 |
5. EQUITY TRANSACTIONS (Details
5. EQUITY TRANSACTIONS (Details - Warrant assumptions) - Warrants [Member] | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Risk free interest rate, minimum | 1.38% | 0.70% |
Risk free interest rate, maximum | 1.92% | 1.93% |
Expected Volatility Rate, Minimum | 100.20% | 88.20% |
Expected Volatility Rate, Maximum | 111.10% | 96.00% |
5. EQUITY TRANSACTIONS (Detai_2
5. EQUITY TRANSACTIONS (Details - Warrant activity) - Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Warrants outstanding | 5,922,571 | 2,604,096 | 2,164,094 |
Warrants granted | 5,618,182 | 749,825 | |
Warrants exercised | (2,160,350) | (2,660) | |
Warrants cancelled/forfeited | (463,146) | (139,357) | (307,163) |
Warrants outstanding | 5,459,425 | 5,922,571 | 2,604,096 |
Warrants exercisable | 5,459,425 | 5,922,571 | 2,604,096 |
Outstanding, Weighted Average Exercise Price | $ 1.80 | $ 3.64 | $ 6.68 |
Granted, Weighted Average Exercise Price | 1.10 | 4.10 | |
Exercised, Weighted Average Exercise Price | 1.10 | 6.25 | |
Cancelled/Forfeited, Weighted Average Exercise Price | 2.61 | 6.52 | 5.18 |
Outstanding Weighted Average Exercise Price | 1.77 | 1.80 | 3.64 |
Exercisable, Weighted Average Exercise Price | $ 1.77 | 1.80 | 3.64 |
Warrants Weighted average estimated fair value of warrants granted | $ 0.71 | $ 2.65 |
5. EQUITY TRANSACTIONS (Detai_3
5. EQUITY TRANSACTIONS (Details - Warrants exercisable) - Warrants [Member] - $ / shares | 12 Months Ended | |||
Mar. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Warrants outstanding | 5,922,571 | 5,459,425 | 2,604,096 | 2,164,094 |
Weighted Average Exercise Price, outstanding | $ 1.80 | $ 1.77 | $ 3.64 | $ 6.68 |
Warrants exercisable | 5,922,571 | |||
$2.10 or Below [Member] | ||||
Warrants outstanding | 3,863,722 | |||
Weighted Average Remaining Life (Years) | 4 years 1 month 17 days | |||
Weighted Average Exercise Price, outstanding | $ 1.21 | |||
Warrants exercisable | 3,863,722 | |||
Weighted Average Exercise Price, exercisable | $ 1.21 | |||
3.95 - $4.94 [Member] | ||||
Warrants outstanding | 1,377,087 | |||
Weighted Average Remaining Life (Years) | 3 years 7 months 2 days | |||
Weighted Average Exercise Price, outstanding | $ 4.06 | |||
Warrants exercisable | 1,377,087 | |||
Weighted Average Exercise Price, exercisable | $ 4.06 | |||
$5.20 - $12.05 [Member] | ||||
Warrants outstanding | 681,762 | |||
Weighted Average Remaining Life (Years) | 2 years 26 days | |||
Weighted Average Exercise Price, outstanding | $ 6.57 | |||
Warrants exercisable | 681,762 | |||
Weighted Average Exercise Price, exercisable | $ 6.57 |
5. EQUITY TRANSACTIONS (Detai_4
5. EQUITY TRANSACTIONS (Details - RSU's outstanding) - shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
RSU's vested | 46,125 | |
RSU's expected to vest | 342,926 | |
Total RSU's outstanding | 389,051 | |
Restricted Stock Units (RSUs) [Member] | ||
RSU's vested | 46,125 | |
RSU's expected to vest | 322,875 | |
Total RSU's outstanding | 369,000 |
5. EQUITY TRANSACTIONS (Detai_5
5. EQUITY TRANSACTIONS (Details - Option activity) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock options Outstanding, beginning balance | 432,047 | 438,547 |
Stock options granted | 34,500 | 0 |
Stock options exercised | 0 | 0 |
Stock options cancelled/forfeited | (57,500) | (6,500) |
Stock options outstanding, ending balance | 409,047 | 432,047 |
Stock options exercisable | 382,047 | 414,547 |
Outstanding, Weighted Average Exercise Price, beginning price | $ 10.98 | $ 10.94 |
Granted, Weighted Average Exercise Price | 1.68 | |
Exercised, Weighted Average Exercise Price | ||
Cancelled/Forfeited, Weighted Average Exercise Price | 15.87 | 7.96 |
Outstanding Weighted Average Exercise Price, ending price | 9.51 | 10.98 |
Exercisable, Weighted Average Exercise Price | 10.07 | 11.24 |
Stock options Weighted average estimated fair value of warrants granted | $ 1.46 |
5. EQUITY TRANSACTIONS (Detai_6
5. EQUITY TRANSACTIONS (Details - Options exercisable) - Stock Options [Member] - $ / shares | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock options outstanding | 409,047 | 432,047 | 438,547 |
Outstanding Weighted Average Exercise Price | $ 9.51 | $ 10.98 | $ 10.94 |
Stock options exercisable | 382,047 | 414,547 | |
Stock options exercisable Weighted Average Exercise Price | $ 10.07 | $ 11.24 | |
$1.68 - $9.50 [Member] | |||
Stock options outstanding | 211,047 | ||
Weighted Average Remaining Life (Years) | 6 years 3 months 3 days | ||
Outstanding Weighted Average Exercise Price | $ 5.42 | ||
Stock options exercisable | 184,047 | ||
Stock options exercisable Weighted Average Exercise Price | $ 5.96 | ||
$12.50 [Member] | |||
Stock options outstanding | 163,000 | ||
Weighted Average Remaining Life (Years) | 2 years 4 months 21 days | ||
Outstanding Weighted Average Exercise Price | $ 12.5 | ||
Stock options exercisable | 163,000 | ||
Stock options exercisable Weighted Average Exercise Price | $ 12.5 | ||
$20.50 [Member] | |||
Stock options outstanding | 35,000 | ||
Weighted Average Remaining Life (Years) | 5 months 1 day | ||
Outstanding Weighted Average Exercise Price | $ 19.03 | ||
Stock options exercisable | 35,000 | ||
Stock options exercisable Weighted Average Exercise Price | $ 19.03 |
5. EQUITY TRANSACTIONS (Detai_7
5. EQUITY TRANSACTIONS (Details - Stockbased Compensation) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Based Compensation | $ 336,496 | $ 283,534 | $ 599,658 | $ 564,445 | $ 1,260,769 | $ 2,186,309 |
Restricted Stock Units (RSUs) [Member] | ||||||
Stock Based Compensation | 1,212,794 | 2,076,535 | ||||
Stock Options [Member] | ||||||
Stock Based Compensation | $ 47,975 | $ 109,774 |
9. Stock Compensation (Details
9. Stock Compensation (Details - Options vested and expected to vest) (Sep. 2018 Note) - Options [Member] | 6 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Options vested | 356,047 |
Options expected to vest | 18,000 |
Total options outstanding | 374,047 |
Weighted average exercise price options vested | $ / shares | $ 8.83 |
Weighted average exercise price options expected to vest | $ / shares | $ 1.68 |
Weighted average remaining contractual term options vested | 3 years 10 months 2 days |
Weighted average remaining contractual term options expected to vest | 8 years 8 months 16 days |
9. Stock Compensation (Detail_2
9. Stock Compensation (Details - Share based compensation) (Sep. 2018 Note) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||
Vesting of stock options and restricted stock units | $ 336,496 | $ 283,534 | $ 599,658 | $ 564,445 | ||
Share based compensation | $ 336,496 | $ 283,534 | $ 599,658 | $ 564,445 | $ 1,260,769 | $ 2,186,309 |
Weighted average number of common shares outstanding - basic and diluted | 17,789,236 | 9,032,157 | 17,771,918 | 8,939,624 | 12,317,074 | 7,764,237 |
Basic and diluted loss per common share attributable to stock-based compensation expense | $ (0.02) | $ (0.03) | $ (0.03) | $ (0.06) |
5. EQUITY TRANSACTIONS (Detai_8
5. EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Proceeds from issuance of common stock and warrants | $ (85,769) | $ (163,161) | $ 9,628,505 | $ 2,759,355 | ||||
Adjustment of warrants | 0 | 345,841 | ||||||
RSU's vested | 46,125 | |||||||
Unrecognized stock option expense | $ 1,900,983 | |||||||
Weighted average remaining vesting period | 1 year 3 months 7 days | |||||||
Stock Based Compensation | $ 336,496 | $ 283,534 | $ 599,658 | 564,445 | $ 1,260,769 | 2,186,309 | ||
Stock issued for services, value | 33,600 | |||||||
Loss on share for warrant exchanges | $ 0 | $ (10,425) | $ 0 | $ (130,214) | $ (130,215) | 0 | ||
Restricted Stock Units (RSUs) [Member] | ||||||||
RSU's vested | 46,125 | |||||||
RSU's exchanged | 168,309 | |||||||
RSU's cancelled in exchange for withholding tax | 44,983 | |||||||
Optioins cancelled for withholding tax | $ 52,998 | |||||||
Stock Based Compensation | $ 1,212,794 | $ 2,076,535 | ||||||
Restricted Stock [Member] | ||||||||
Stock issued for services, shares | 15,000 | |||||||
Stock issued for services, value | $ 33,600 | |||||||
Warrant [Member] | ||||||||
RSU's granted | 5,618,182 | 749,825 | ||||||
Warrant exercise price | $ 1.77 | $ 1.77 | $ 1.80 | $ 3.64 | $ 6.68 | |||
Amendment of November 2014 Investment Documents [Member] | ||||||||
Warrants issued | 30,000 | |||||||
Fair value of warrants | $ 111,900 | |||||||
December 2016 10% Convertible Notes [Member] | ||||||||
Warrants issued | 127,575 | |||||||
Fair value of warrants | $ 380,174 | |||||||
March 2017 Equity Financing [Member] | ||||||||
Warrants issued | 575,000 | |||||||
Fair value of warrants | $ 1,493,390 | |||||||
2010 Stock Incentive Plan | ||||||||
Shares authorized | 3,170,000 | |||||||
Shares available for issuance | 2,272,393 | |||||||
Stock based compensation expense | $ 2,076,535 | |||||||
2005 Director Compensation Plan [Member] | ||||||||
Options exercised | 5,000 | |||||||
2000 Stock Option Plan | ||||||||
Shares available for future issuance | 9,800 | |||||||
Amendment of December 2014 Warrants [Member] | ||||||||
Adjustment of warrants | $ 345,841 | |||||||
March 2017 Equity Financing [Member] | ||||||||
Proceeds from issuance of common stock and warrants | $ 1,804,250 | |||||||
Number of securities that warrants may convert to | 575,000 | |||||||
Reduction of price [Member] | March 2017 Equity Financing [Member] | ||||||||
Fair value of warrants | $ 219,048 | |||||||
Warrant exchange [Member] | March 2017 Equity Financing [Member] | ||||||||
Warrants issued | (264,000) | |||||||
Fair value of warrants | $ 528,000 | |||||||
October 2017 Public Offering [Member] | ||||||||
Stock sold new, shares issued | 5,454,546 | |||||||
Warrants issued | 5,454,546 | |||||||
Proceeds from sale of stock | $ 5,289,735 | |||||||
Warrant exercise price | $ 1.10 | |||||||
H.C. Wainwright [Member] | ||||||||
Proceeds from issuance of common stock and warrants | $ 2,104,968 | $ 955,206 | ||||||
Stock sold new, shares issued | 941,504 | 216,078 | ||||||
Three Investors [Member] | ||||||||
Stock issued for exercise of warrants, shares issued | 2,660 | |||||||
Stock issued upon conversion of warrants | 2,660 | |||||||
Outside Directors and Executive Officers [Member] | ||||||||
RSU's exchanged for common stock, RSU's exchanged | 149,864 | |||||||
RSU's exchanged for common stock, Common stock issued | 149,864 | |||||||
James A. Joyce [Member] | ||||||||
RSU's granted | 634,000 | |||||||
RSU's vested | 158,500 | |||||||
Rodney S. Kenley [Member] | ||||||||
RSU's granted | 52,000 | |||||||
RSU's vested | 13,000 | |||||||
James B. Frakes [Member] | ||||||||
RSU's granted | 52,000 | |||||||
RSU's vested | 13,000 | |||||||
Executives [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
RSU's exchanged | 184,500 | |||||||
RSU's cancelled | 97,238 | |||||||
RSU's cancelled, common stock issued | 87,262 | |||||||
Executives [Member] | Common Stock [Member] | ||||||||
RSU's cancelled in exchange for withholding tax | 87,262 | |||||||
Shares exchanged, shares issued | 184,500 | |||||||
Four Investors [Member] | October 2017 Public Offering [Member] | ||||||||
Warrants exercised, shares | 2,160,350 | |||||||
Proceeds from warrant exercises | $ 2,233,802 | |||||||
Two Investors [Member] | Restricted Stock [Member] | ||||||||
Shares exchanged, shares issued | 11,497 | |||||||
Convertible note maturity date | Jul. 1, 2019 | |||||||
Convertible note conversion price | $ 3 | |||||||
Two Investors [Member] | Warrant [Member] | ||||||||
Shares exchanged, shares converted | 22,993 | |||||||
Two Institutional Investors [Member] | Restricted Stock [Member] | ||||||||
Shares exchanged, shares issued | 57,844 | |||||||
Two Institutional Investors [Member] | Warrant [Member] | ||||||||
Shares exchanged, shares converted | 77,125 | |||||||
Former Placement Agent [Member] | Restricted Stock [Member] | ||||||||
Shares exchanged, shares issued | 5,500 | |||||||
Former Placement Agent [Member] | Warrant [Member] | ||||||||
Shares exchanged, shares converted | 11,000 | |||||||
Outside Directors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Shares exchanged, shares converted | 168,309 | |||||||
Outside Directors [Member] | Common Stock [Member] | ||||||||
Shares exchanged, shares issued | 168,309 | |||||||
Chief Executive Officer [Member] | ||||||||
RSU's cancelled in exchange for withholding tax | 35,326 | |||||||
Restricted stock issued for cancellation of previously recorded stock share issuance | 32,674 | |||||||
Outside Director [Member] | ||||||||
RSU's cancelled in exchange for withholding tax | 44,983 | |||||||
Optioins cancelled for withholding tax | $ 52,998 | |||||||
One Outside Director [Member] | ||||||||
Optioins cancelled for withholding tax | $ 52,998 | |||||||
One Outside Director [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
RSU's cancelled in exchange for withholding tax | 44,983 | |||||||
Four Employees [Member] | ||||||||
Options issued | 34,500 | |||||||
Option exercise price | $ 1.68 |
6. RELATED PARTY TRANSACTIONS (
6. RELATED PARTY TRANSACTIONS (Details Narrative) | Mar. 31, 2018USD ($) |
Related Party Transactions [Abstract] | |
Accrued unpaid Board fees | $ 60,750 |
7. OTHER CURRENT LIABILITIES (D
7. OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Other Liabilities, Current [Abstract] | |||
Accrued interest | $ 9,943 | $ 55,701 | $ 5,391 |
Accrued professional fees | 158,413 | 207,440 | 64,076 |
Total other current liabilities | $ 168,356 | $ 263,141 | $ 69,467 |
8. INCOME TAXES (Details - Defe
8. INCOME TAXES (Details - Deferred tax assets) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Deferred tax assets: | ||
Capitalized research and development | $ 3,442,000 | $ 3,442,000 |
Net operating loss carryforwards | 16,257,000 | 22,060,000 |
Stock compensation | 575,000 | 318,000 |
Total deferred tax assets | 20,274,000 | 25,820,000 |
Total deferred tax liabilities | 0 | 0 |
Net deferred tax assets | 20,274,000 | 25,820,000 |
Valuation allowance for deferred tax assets | (20,274,000) | (25,820,000) |
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, 2018 | Mar. 31, 2017 | ||
Income Tax Disclosure [Abstract] | |||
Income taxes (benefit) at federal statutory rate of 30.75% | $ (1,753,000) | $ (2,484,000) | |
State income tax, net of federal benefit | (349,000) | (438,000) | |
Tax effect on non-deductible expenses and credits | 74,000 | 382,000 | |
Change in valuation allowance | [1] | (5,546,000) | 2,540,000 |
Change in tax rate | 7,574,000 | 0 | |
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) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net operating loss beginning expiration date | Dec. 31, 2021 | |
Uncertain tax positions | $ 0 | $ 0 |
Federal blended statuatory tax rate | 30.75% | |
Decrease in net deferred tax assets | $ (7,600,000) | |
Federal | ||
Net operating loss carryforwards | 61,000,000 | |
State | ||
Net operating loss carryforwards | $ 49,000,000 |
9. GOVERNMENT CONTRACTS AND R_2
9. GOVERNMENT CONTRACTS AND RELATED REVENUE RECOGNITION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue Recognition, Milestone Method [Line Items] | |||||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 387,438 | $ 863,011 | |||||
Contract revenue | $ 0 | $ 0 | $ 149,625 | $ 0 | $ 149,625 | 392,073 | |
NIH Milestone [Member] | |||||||
Revenue Recognition, Milestone Method [Line Items] | |||||||
Contract revenue | $ 149,625 | ||||||
Milestone 2.6.1.3 [Member] | |||||||
Revenue Recognition, Milestone Method [Line Items] | |||||||
Revenue Recognition, Milestone Method, Revenue Recognized | 193,719 | ||||||
Milestone 2.6.1.4 [Member] | |||||||
Revenue Recognition, Milestone Method [Line Items] | |||||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 193,719 |
10. Segments (Details)
10. Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 0 | $ 0 | $ 149,625 | $ 0 | $ 149,625 | $ 392,073 | |
Operating Losses | (1,346,954) | (1,236,173) | (2,444,226) | (2,396,422) | (4,831,116) | (6,098,357) | |
Net Losses | (1,402,060) | (1,308,577) | (2,554,436) | (3,154,128) | (5,699,837) | (7,306,726) | |
Cash | 5,078,605 | 920,072 | 5,078,605 | 920,072 | 6,974,070 | 1,559,701 | $ 2,123,737 |
Total Assets | 5,272,423 | 1,145,978 | 5,272,423 | 1,145,978 | 7,351,904 | 1,726,368 | |
Capital Expenditures | 0 | 23,705 | 24,823 | 16,433 | |||
Depreciation and Amortization | 16,040 | 18,651 | 35,658 | 32,413 | |||
Interest Expense | 110,210 | 580,583 | 361,597 | 304,330 | |||
Aethlon | |||||||
Revenues | 149,625 | 0 | 149,625 | 392,073 | |||
Operating Losses | (2,369,907) | (2,373,066) | (4,729,719) | (5,945,293) | |||
Net Losses | (2,480,117) | (3,130,772) | (5,598,440) | (7,153,662) | |||
Cash | 5,076,872 | 919,612 | 5,076,872 | 919,612 | 6,972,450 | 1,558,667 | |
Total Assets | 5,270,690 | 1,118,433 | 5,270,690 | 1,118,433 | 7,350,284 | 1,698,249 | |
Capital Expenditures | 0 | 23,705 | 24,823 | 16,433 | |||
Depreciation and Amortization | 16,040 | 18,651 | 35,658 | 22,370 | |||
Interest Expense | 110,210 | 250,583 | 361,597 | 304,330 | |||
ESI [Member] | |||||||
Revenues | 0 | 0 | 0 | 0 | |||
Operating Losses | (74,319) | (23,356) | (101,397) | (153,064) | |||
Net Losses | (74,319) | (23,356) | (101,397) | (153,064) | |||
Cash | 1,733 | 460 | 1,733 | 460 | 1,620 | 1,034 | |
Total Assets | $ 1,733 | $ 27,545 | 1,733 | 27,545 | 1,620 | 28,119 | |
Capital Expenditures | 0 | 0 | 0 | 0 | |||
Depreciation and Amortization | 0 | 0 | 0 | 10,043 | |||
Interest Expense | $ 0 | $ 0 | $ 0 | $ 0 |
12. Segments (Details) (Sep. 20
12. Segments (Details) (Sep. 2018 Note) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 0 | $ 0 | $ 149,625 | $ 0 | $ 149,625 | $ 392,073 | |
Operating Losses | (1,346,954) | (1,236,173) | (2,444,226) | (2,396,422) | (4,831,116) | (6,098,357) | |
Net Losses | (1,402,060) | (1,308,577) | (2,554,436) | (3,154,128) | (5,699,837) | (7,306,726) | |
Cash | 5,078,605 | 920,072 | 5,078,605 | 920,072 | 6,974,070 | 1,559,701 | $ 2,123,737 |
Total Assets | 5,272,423 | 1,145,978 | 5,272,423 | 1,145,978 | 7,351,904 | 1,726,368 | |
Capital Expenditures | 0 | 23,705 | 24,823 | 16,433 | |||
Depreciation and Amortization | 16,040 | 18,651 | 35,658 | 32,413 | |||
Interest Expense | (110,210) | (580,583) | (361,597) | (304,330) | |||
Aethlon [Member] | |||||||
Revenues | 149,625 | 0 | 149,625 | 392,073 | |||
Operating Losses | (2,369,907) | (2,373,066) | (4,729,719) | (5,945,293) | |||
Net Losses | (2,480,117) | (3,130,772) | (5,598,440) | (7,153,662) | |||
Cash | 5,076,872 | 919,612 | 5,076,872 | 919,612 | 6,972,450 | 1,558,667 | |
Total Assets | 5,270,690 | 1,118,433 | 5,270,690 | 1,118,433 | 7,350,284 | 1,698,249 | |
Capital Expenditures | 0 | 23,705 | 24,823 | 16,433 | |||
Depreciation and Amortization | 16,040 | 18,651 | 35,658 | 22,370 | |||
Interest Expense | (110,210) | (250,583) | (361,597) | (304,330) | |||
ESI [Member] | |||||||
Revenues | 0 | 0 | 0 | 0 | |||
Operating Losses | (74,319) | (23,356) | (101,397) | (153,064) | |||
Net Losses | (74,319) | (23,356) | (101,397) | (153,064) | |||
Cash | 1,733 | 460 | 1,733 | 460 | 1,620 | 1,034 | |
Total Assets | $ 1,733 | $ 27,545 | 1,733 | 27,545 | 1,620 | 28,119 | |
Capital Expenditures | 0 | 0 | 0 | 0 | |||
Depreciation and Amortization | 0 | 0 | 0 | 10,043 | |||
Interest Expense | $ 0 | $ 0 | $ 0 | $ 0 |
12. COMMITMENTS AND CONTINGEN_3
12. COMMITMENTS AND CONTINGENCIES (Details - Rent) | Mar. 31, 2018USD ($) |
Operating lease payments year 2019 | $ 43,000 |
Operating lease payments year 2020 | 0 |
9635 Granite Ridge Drive [Member] | |
Operating lease payments year 2019 | 6,620 |
Operating lease payments year 2020 | 0 |
11585 Sorrenty Valley Road [Member] | |
Operating lease payments year 2019 | 36,380 |
Operating lease payments year 2020 | $ 0 |
12. COMMITMENTS AND CONTINGEN_4
12. COMMITMENTS AND CONTINGENCIES (Details - Lease) - USD ($) | May 31, 2018 | Mar. 31, 2018 |
Operating lease payments year 2019 | $ 43,000 | |
Operating lease payments year 2020 | 0 | |
9635 Granite Ridge Drive [Member] | ||
Operating lease payments year 2019 | 6,620 | |
Operating lease payments year 2020 | 0 | |
11585 Sorrenty Valley Road [Member] | ||
Operating lease payments year 2019 | 36,380 | |
Operating lease payments year 2020 | $ 0 | |
Subsequent Event [Member] | ||
Operating lease payments year 2019 | $ 130,923 | |
Operating lease payments year 2020 | 98,902 | |
Operating lease payments year 2021 | 98,622 | |
Operating lease payments year 2022 | 102,074 | |
Operating lease payments year 2023 | 43,670 | |
Subsequent Event [Member] | 9635 Granite Ridge Drive [Member] | ||
Operating lease payments year 2019 | 94,543 | |
Operating lease payments year 2020 | 98,902 | |
Operating lease payments year 2021 | 98,622 | |
Operating lease payments year 2022 | 102,074 | |
Operating lease payments year 2023 | 43,670 | |
Subsequent Event [Member] | 11585 Sorrenty Valley Road [Member] | ||
Operating lease payments year 2019 | 36,380 | |
Operating lease payments year 2020 | 0 | |
Operating lease payments year 2021 | 0 | |
Operating lease payments year 2022 | 0 | |
Operating lease payments year 2023 | $ 0 |
12. COMMITMENTS AND CONTINGEN_5
12. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 84,000 | $ 77,000 | $ 136,000 | $ 151,000 |