Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2020 | Feb. 04, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | AETHLON MEDICAL INC | |
Entity Central Index Key | 0000882291 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,123,524 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging growth | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 001-37487 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets | ||
Cash | $ 12,131,593 | $ 9,604,780 |
Accounts receivable | 114,849 | 206,729 |
Prepaid expenses and other current assets | 75,829 | 229,604 |
Total current assets | 12,322,271 | 10,041,113 |
Property and equipment, net | 166,751 | 140,484 |
Right-of-use lease asset | 64,750 | 136,426 |
Patents, net | 57,092 | 57,504 |
Restricted cash | 46,726 | 0 |
Deposits | 12,159 | 12,159 |
Total assets | 12,669,749 | 10,387,686 |
Current liabilities | ||
Accounts payable | 175,422 | 285,036 |
Due to related parties | 131,746 | 111,707 |
Deferred revenue | 0 | 100,000 |
Lease liability, current portion | 67,698 | 98,557 |
Other current liabilities | 860,697 | 472,420 |
Total current liabilities | 1,235,563 | 1,067,720 |
Lease liability, less current portion | 0 | 42,540 |
Total liabilities | 1,235,563 | 1,110,260 |
Commitments and Contingencies (Note 13) | ||
Stockholders' Equity | ||
Common stock, par value $0.001 per share; 30,000,000 shares authorized; 12,123,524 and 9,366,873 shares issued and outstanding as of December 31, 2020 and March 31, 2020, respectively | 12,125 | 9,368 |
Additional paid-in capital | 129,207,491 | 121,426,563 |
Accumulated deficit | (117,650,120) | (112,026,381) |
Total Aethlon Medical, Inc. stockholders' equity before noncontrolling interests | 11,569,496 | 9,409,550 |
Noncontrolling interests | (135,310) | (132,124) |
Total stockholders' equity | 11,434,186 | 9,277,426 |
Total liabilities and stockholders' equity | $ 12,669,749 | $ 10,387,686 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
Stockholders' Deficit | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 30,000,000 | 30,000,000 |
Common stock issued | 12,123,524 | 9,366,873 |
Common stock outstanding | 12,123,524 | 9,366,873 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | ||||
Government contract revenue | $ 624,871 | $ 413,458 | $ 624,871 | $ 443,458 |
OPERATING EXPENSES | ||||
Professional fees | 624,979 | 609,933 | 1,845,659 | 1,979,848 |
Payroll and related expenses | 1,523,650 | 406,421 | 2,520,805 | 1,609,942 |
General and administrative | 919,830 | 273,510 | 1,883,802 | 998,465 |
Total operating expenses | 3,068,459 | 1,289,864 | 6,250,266 | 4,588,255 |
OPERATING LOSS | (2,443,588) | (876,406) | (5,625,395) | (4,144,797) |
OTHER EXPENSE | ||||
Interest and other debt expenses | 802 | 126 | 1,530 | 54,232 |
(Gain) on share for warrant exchanges | 0 | (55,593) | 0 | (51,190) |
Loss on debt extinguishment | 0 | 0 | 0 | 447,011 |
Total other expense | 802 | (55,467) | 1,530 | 450,053 |
NET LOSS | (2,444,390) | (820,939) | (5,626,925) | (4,594,850) |
LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (1,498) | (1,358) | (3,186) | (3,808) |
NET LOSS ATTRIBUTABLE TO AETHLON MEDICAL, INC. | $ (2,442,892) | $ (819,581) | $ (5,623,739) | $ (4,591,042) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.20) | $ (0.28) | $ (0.50) | $ (2.52) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 12,093,361 | 2,887,883 | 11,265,725 | 1,821,557 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Mar. 31, 2019 | 1,266,979 | ||||
Beginning balance, value at Mar. 31, 2019 | $ 1,267 | $ 108,076,275 | $ (105,652,433) | $ (126,031) | $ 2,299,078 |
Issuances of common stock for cash under at the market program, shares | 3,087 | ||||
Issuances of common stock for cash under at the market program, value | $ 3 | 36,619 | 36,622 | ||
Loss on debt extinguishment | 447,011 | 447,011 | |||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, shares | 3,539 | ||||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, value | $ 4 | (23,775) | (23,771) | ||
Stock based compensation expense | 326,536 | 326,536 | |||
Net loss | (2,066,424) | (860) | (2,067,284) | ||
Ending balance, shares at Jun. 30, 2019 | 1,273,605 | ||||
Ending balance, value at Jun. 30, 2019 | $ 1,274 | 108,862,666 | (107,718,857) | (126,891) | 1,018,192 |
Issuances of common stock for cash under at the market program, shares | 59,340 | ||||
Issuances of common stock for cash under at the market program, value | $ 60 | 386,552 | 386,612 | ||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, shares | 3,236 | ||||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, value | $ 4 | (8,448) | (8,445) | ||
Issuance of common shares upon warrant exchanges, shares | 1,078 | ||||
Issuance of common shares upon warrant exchanges, value | $ 1 | 4,402 | 4,403 | ||
Stock based compensation expense | 326,536 | 326,536 | |||
Net loss | (1,705,037) | (1,589) | (1,706,626) | ||
Ending balance, shares at Sep. 30, 2019 | 1,337,259 | ||||
Ending balance, value at Sep. 30, 2019 | $ 1,339 | 109,571,708 | (109,423,894) | (128,480) | 20,672 |
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, shares | 3,439 | ||||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, value | $ 3 | (6,772) | (6,769) | ||
Issuance of common shares upon warrant exchanges, shares | 2,914 | ||||
Issuance of common shares upon warrant exchanges, value | $ 3 | (55,596) | (55,593) | ||
Par value of DTC roundup of shares following reverse split, shares | 3,946 | ||||
Par value of DTC roundup of shares following reverse split, value | $ 4 | (4) | |||
Proceeds from the issuance of common stock, net, shares | 3,432,056 | ||||
Proceeds from the issuance of common stock, net, value | $ 3,432 | 4,560,802 | 4,564,234 | ||
Stock based compensation expense | 102,576 | 102,576 | |||
Net loss | (819,581) | (1,358) | (820,939) | ||
Ending balance, shares at Dec. 31, 2019 | 4,779,614 | ||||
Ending balance, value at Dec. 31, 2019 | $ 4,781 | 114,172,714 | (110,243,475) | (129,838) | 3,804,182 |
Beginning balance, shares at Mar. 31, 2020 | 9,366,873 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 9,368 | 121,426,563 | (112,026,381) | (132,124) | 9,277,426 |
Issuances of common stock for cash under at the market program, shares | 2,685,600 | ||||
Issuances of common stock for cash under at the market program, value | $ 2,686 | 7,258,183 | 7,260,869 | ||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, shares | 17,920 | ||||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, value | $ 18 | (24,269) | (24,251) | ||
Stock based compensation expense | 84,207 | 84,207 | |||
Net loss | (1,410,283) | (863) | (1,411,146) | ||
Ending balance, shares at Jun. 30, 2020 | 12,070,393 | ||||
Ending balance, value at Jun. 30, 2020 | $ 12,072 | 128,744,684 | (113,436,664) | (132,987) | 15,187,105 |
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, shares | 17,920 | ||||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, value | $ 17 | (16,145) | (16,128) | ||
Stock based compensation expense | 167,042 | 167,042 | |||
Net loss | (1,770,564) | (825) | (1,771,389) | ||
Ending balance, shares at Sep. 30, 2020 | 12,088,313 | ||||
Ending balance, value at Sep. 30, 2020 | $ 12,089 | 128,895,581 | (115,207,228) | (133,812) | 13,566,630 |
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, shares | 35,211 | ||||
Issuance of common shares upon vesting of restricted stock units and net stock option exercise, value | $ 36 | (66,048) | (66,012) | ||
Stock based compensation expense | 377,958 | 377,958 | |||
Net loss | (2,442,892) | (1,498) | (2,444,390) | ||
Ending balance, shares at Dec. 31, 2020 | 12,123,524 | ||||
Ending balance, value at Dec. 31, 2020 | $ 12,125 | $ 129,207,491 | $ (117,650,120) | $ (135,310) | $ 11,434,186 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows used in operating activities: | ||
Net loss | $ (5,626,925) | $ (4,594,850) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 28,775 | 15,992 |
Stock based compensation | 629,207 | 755,648 |
Loss on debt extinguishment | 0 | 447,011 |
Gain on share for warrant exchanges | 0 | (51,190) |
Accretion of right-of-use lease asset | (1,723) | 862 |
Amortization of debt discount | 0 | 30,287 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 91,880 | (206,729) |
Prepaid expenses and other current assets | 153,775 | 169,691 |
Accounts payable and other current liabilities | 278,663 | (271,533) |
Deferred revenue | (100,000) | 100,000 |
Due to related parties | 20,039 | 27,558 |
Net cash used in operating activities | (4,526,309) | (3,577,253) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (54,630) | (148,064) |
Net cash used in investing activities | (54,630) | (148,064) |
Net provided by (used in) financing activities | ||
Proceeds from the issuance of common stock, net | 7,260,869 | 4,987,468 |
Principal payments on convertible notes | 0 | (992,591) |
Tax withholding payments or tax equivalent payments for net share settlement of restricted stock units and net stock option exercise | (106,391) | (38,981) |
Net cash provided by financing activities | 7,154,478 | 3,955,896 |
Net increase in cash and restricted cash | 2,573,539 | 230,579 |
Cash and restricted cash at beginning of period | 9,604,780 | 3,828,074 |
Cash and restricted cash at end of period | 12,178,319 | 4,058,653 |
Supplement disclosures of cash flow information: | ||
Interest | 0 | 83,332 |
Supplemental information of non-cash investing and financing activities: | ||
Initial recognition of right-of-use lease asset and lease liability | 0 | 228,694 |
Par value of shares issued for round up following reverse stock split | 0 | 4 |
Par value of shares issued for vested restricted stock units and net stock option exercise | $ 71 | $ 10 |
RECONCILIATION OF CASH, CASH EQ
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Unaudited) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | $ 12,131,593 | $ 4,058,653 |
Restricted cash | 46,726 | 0 |
Cash and restricted cash | $ 12,178,319 | $ 4,058,653 |
1. NATURE OF BUSINESS AND BASIS
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Dec. 31, 2020 | |
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 its subsidiary (collectively, “Aethlon”, the “Company”, “we” or “us”), is a medical technology company focused on developing products to diagnose and treat life and organ threatening diseases. The Aethlon Hemopurifier®, or Hemopurifier, is a clinical-stage immunotherapeutic device designed to combat cancer and life-threatening viral infections. In cancer, the Hemopurifier is designed to deplete the presence of circulating tumor-derived exosomes that promote immune suppression, seed the spread of metastasis and inhibit the benefit of leading cancer therapies. The U.S. Food and Drug Administration, or FDA, has designated the Hemopurifier as a “Breakthrough Device” for two independent indications: · the treatment of individuals with advanced or metastatic cancer who are either unresponsive to or intolerant of standard of care therapy, and with cancer types in which exosomes have been shown to participate in the development or severity of the disease; and · the treatment of life-threatening viruses that are not addressed with approved therapies. We believe the Hemopurifier can be a substantial advance in the treatment of patients with advanced and metastatic cancer through the clearance of exosomes that promote the growth and spread of tumors through multiple mechanisms. We are currently preparing for the initiation of clinical trials in patients with advanced and metastatic cancers. We are initially focused on the treatment of solid tumors, including head and neck cancer, gastrointestinal cancers and other cancers. As we advance our clinical trials, we are in close contact with our clinical sites to navigate and assess the impact of the COVID-19 global pandemic on our clinical trials and current timelines. On October 4, 2019, the FDA approved our Investigational Device Exemption, or IDE, application to initiate an Early Feasibility Study, or EFS, of the Hemopurifier in patients with head and neck cancer in combination with standard of care pembrolizumab (Keytruda) (NCT # 04453046). The primary endpoint for the EFS, which is designed to enroll 10-12 subjects at a single center, will be safety, with secondary endpoints including measures of exosome clearance and characterization, as well as response and survival rates. This study, which will be conducted at the UPMC Hillman Cancer Center in Pittsburgh, PA, has been approved by the Institutional Review Board, or IRB, and is now open for patient enrollment. We also believe the Hemopurifier can be a part of the broad-spectrum treatment of life-threatening highly glycosylated, or carbohydrate coated, viruses that are not addressed with an already approved treatment. In small-scale or early feasibility human studies, the Hemopurifier has been used to treat individuals infected with human immunodeficiency virus, or HIV, Hepatitis C, and Ebola. Additionally, in vitro, On June 17, 2020, the FDA approved a supplement to the Company’s open IDE for the Hemopurifier in viral disease to allow for the testing of the Hemopurifier in patients with SARS-CoV-2/COVID-19 in a New Feasibility Study. That study’s plan is to enroll up to 40 subjects at up to 20 centers in the U.S. Subjects will have established laboratory diagnosis of COVID-19, be admitted to an intensive care unit, or ICU and will have acute lung injury and/or severe or life threatening disease, among other criteria. Endpoints for this study, in addition to safety, will include reduction in circulating virus as well as clinical outcomes (NCT # 04595903). The first sites for this trial, Hoag Memorial Hospital Presbyterian in Newport Beach, CA and Hoag Hospital – Irvine in Irvine, CA now have IRB approval and are preparing to open for patient enrollment. Under Single Patient Emergency Use regulations, the Company has also recently treated a patient with COVID-19 who successfully completed eight daily treatments with the Hemopurifier. We are also the majority owner of Exosome Sciences, Inc., or ESI, a company focused on the discovery of exosomal biomarkers to diagnose and monitor life-threatening diseases. Included among ESI’s activities is the advancement of a TauSome™ biomarker candidate to diagnose chronic traumatic encephalopathy, or CTE, in the living. ESI previously documented TauSome levels in former NFL players to be nine times higher than same age-group control subjects. Through ESI, we are also developing exosome based biomarkers in patients with, or at risk for, a number of cancers. We consolidate ESI’s activities in our consolidated financial statements. Successful outcomes of human trials will also be required by the regulatory agencies of certain foreign countries where we plan to sell the Hemopurifier. 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. In addition to the foregoing, we are monitoring closely the impact of the COVID-19 global pandemic on our business and have taken steps designed to protect the health and safety of our employees while continuing our operations. Given the level of uncertainty regarding the duration and impact of the COVID-19 pandemic on capital markets and the U.S. economy, we are unable to assess the impact of the worldwide spread of SARS-CoV-2 and the resulting COVID-19 pandemic on our timelines and future access to capital. We are continuing to monitor the spread of COVID-19 and its potential impact on our operations. The full extent to which the COVID-19 pandemic will impact our business, results of operations, financial condition, clinical trials, and preclinical research will depend on future developments that are highly uncertain, including actions taken to contain or treat COVID-19 and their effectiveness, as well as the economic impact on national and international markets. 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.” REVERSE STOCK SPLIT Following the approval of a reverse stock split at our 2019 Annual Meeting of Stockholders’ held on October 14, 2019, our Board of Directors approved a 1-for-15 reverse stock split. Accordingly, 15 shares of outstanding common stock then held by stockholders were combined into one share of common stock. Any fractional shares resulting from the reverse split were rounded up to the next whole share. Authorized common stock remained at 30,000,000 shares. The accompanying unaudited condensed consolidated financial statements and accompanying notes have been retroactively revised to reflect such reverse stock split as if it had occurred on April 1, 2019. All shares and per share amounts have been revised accordingly. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES During the nine months ended December 31, 2020, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020. Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission, or SEC Regulation S-X. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended March 31, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on June 25, 2020. 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 three and nine months ended December 31, 2020, and the condensed consolidated statement of cash flows for the nine months ended December 31, 2020. 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, 2020 has been derived from the audited consolidated balance sheet at March 31, 2020, contained in the above referenced 10-K. The results of operations for the three and nine months ended December 31, 2020 are not necessarily indicative of the results to be expected for the full year or any future interim periods. Reclassifications Certain prior year balances within the unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. Restricted Cash To comply with the terms of our new laboratory and office lease (see Note 13), we caused our bank to issue a standby letter of credit, or the L/C, in the amount of $46,726 in favor of the landlord. The L/C is in lieu of a security deposit. In order to support the L/C, we agreed to have our bank withdraw $46,726 from our operating accounts and to place that amount in a restricted certificate of deposit. We have classified that amount as restricted cash, a long-term asset, on our balance sheet. LIQUIDITY AND GOING CONCERN Management expects existing cash as of December 31, 2020 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
2. LOSS PER COMMON SHARE | 9 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share, Basic and Diluted [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. 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 December 31, 2020, and 2019, an aggregate of 2,626,485 and 3,779,301 potential common shares, respectively, consisting of shares underlying outstanding stock options, warrants and unvested restricted stock units, were excluded, as their inclusion would be antidilutive. |
3. RESEARCH AND DEVELOPMENT EXP
3. RESEARCH AND DEVELOPMENT EXPENSES | 9 Months Ended |
Dec. 31, 2020 | |
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 nine month periods ended December 31, 2020 and 2019, 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: December 31, December 31, 2020 2019 Three months ended $ 461,176 $ 218,571 Nine months ended $ 1,367,333 $ 692,022 |
4. RECENT ACCOUNTING PRONOUNCEM
4. RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 4. Recent Accounting Pronouncements We do not expect the adoption of any recent accounting pronouncement to have a material impact on our financial statements. |
5. CONVERTIBLE NOTES PAYABLE, N
5. CONVERTIBLE NOTES PAYABLE, NET | 9 Months Ended |
Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE, NET | 5. CONVERTIBLE NOTES PAYABLE, NET In July 2019, all of our previously outstanding convertible notes, in the aggregate amount of $992,591, were paid in full. For the nine months ended December 31, 2019, we recorded interest expense of $23,759 related to the contractual interest rates of our convertible notes and interest expense of $30,287 related to the amortization of the note discount for a total interest expense of $54,046 related to our convertible notes. During the nine months ended December 31, 2019, prior to paying off the notes, we reduced the conversion price on the convertible notes from $45.00 per share to $10.20 per share. The modification of the convertible 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 $447,011. |
6. EQUITY TRANSACTIONS
6. EQUITY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | 6. EQUITY TRANSACTIONS IN THE NINE MONTHS ENDED DECEMBER 31, 2020 Common Stock Sales Agreement with H.C. Wainwright & Co., LLC On June 28, 2016, we entered into a Common Stock Sales Agreement, or the Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, which established 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 provided for the sale of shares of our common stock having an aggregate offering price of up to $12,500,000. On March 30, 2020, we executed Amendment No. 2 to the Agreement with Wainwright, effective as of the same date. The amendment provides that references in the Agreement to the registration statement shall refer to the registration statement on Form S-3 (File No. 333-237269), originally filed with the SEC on March 19, 2020, declared effective by the SEC on March 30, 2020. Subject to the terms and conditions set forth in the Agreement, Wainwright agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares under the Agreement from time to time, based upon our instructions. We provided Wainwright with customary indemnification rights under the Agreement, and Wainwright is entitled to a commission at a fixed rate equal to three percent of the gross proceeds per share sold. In addition, we agreed to pay certain expenses incurred by 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 will be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or 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 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 three months ended June 30, 2020, we raised aggregate net proceeds of $7,260,869, net of $224,825 in commissions to Wainwright and $8,472 in other offering expenses, under the Agreement, through the sale of 2,685,600 shares at an average price of $2.70 per share of net proceeds. Restricted Stock Unit Grants In 2012, as amended through July 16, 2020, our Board of Directors established the Non-Employee Directors Compensation Program, to provide for cash and equity compensation for persons serving as non-employee directors of the Company. Under this program, each new director receives either stock options or a grant of restricted stock units, or RSUs, as well as an annual grant of RSUs at the beginning of each fiscal year. The RSUs are subject to vesting and represent the right to be issued on a future date shares of our common stock upon vesting. On April 3, 2020, pursuant to the terms of the Company’s Non-Employee Directors Compensation Program, the Compensation Committee of the Board of Directors granted RSUs to each non-employee director of the Company. The Non-Employee Directors Compensation Program provided for a grant of RSUs with a grant date fair value of $35,000, priced at the average of the closing prices for the five trading days ending on the date of grant, which was $1.41 per share, so that the total number of RSUs to be granted to each non-employee director for fiscal year 2020 would be 24,822 shares of our common stock. On April 3, 2020, each eligible director was granted an RSU for 23,893 shares under the Company’s 2010 Stock Plan, or the 2010 Plan, as the number of shares that remained available for grant under the 2010 Plan was not sufficient for each director’s full RSU grant. The Compensation Committee also granted to each eligible director a contingent grant under our 2020 Equity Incentive Plan, or the 2020 Plan, for the remaining portion of the annual RSU grants, or 929 RSU’s to each eligible director, contingent upon stockholder approval of the 2020 Plan at the Company’s 2020 Annual Meeting of Stockholders, or the Annual Meeting. These grants are subject to vesting as follows: 50% of the RSUs subject to the grants will vest on December 31, 2020 and 50% of the RSUs will vest on March 31, 2021, subject in each case to the continuous service of each director, through such vesting dates, as well as approval of the 2020 Plan by the stockholders at the Annual Meeting, which was obtained at the Annual Meeting. In June 2020, 29,866 vested RSUs held by our non-employee directors were exchanged into the same number of shares of our common stock. All five non-employee directors elected to return 40% of their vested RSUs in exchange for cash, in order to pay their withholding taxes on the share issuances, resulting in 11,947 of the vested RSUs being cancelled in exchange for $24,251 in aggregate cash proceeds to those independent directors. In September 2020, 29,866 vested RSUs held by our non-employee directors were exchanged into the same number of shares of our common stock. All five non-employee directors elected to return 40% of their vested RSUs in exchange for cash, in order to pay their withholding taxes on the share issuances, resulting in 11,947 of the vested RSUs being cancelled in exchange for $16,128 in aggregate cash proceeds to those independent directors. Also in September 2020, our stockholders approved the 2020 Plan at the Annual Meeting, at which point the grants of 929 RSUs to each of our eligible independent directors for a total of 4,645 RSUs were considered effective and no longer contingent as of that date (See Note 9). In December 2020, 32,189 vested RSUs held by our non-employee directors were exchanged into the same number of shares of our common stock. All five non-employee directors elected to return 40% of their vested RSUs in exchange for cash, in order to pay their withholding taxes on the share issuances, resulting in 12,876 of the vested RSUs being cancelled in exchange for $31,802 in aggregate cash proceeds to those independent directors. RSUs outstanding that have vested as of, and are expected to vest subsequent to, December 31, 2020 are as follows: Number of RSUs Vested – Expected to vest 32,189 Total 32,189 |
7. RELATED PARTY TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS During the three months ended December 31, 2020, we accrued unpaid fees of $69,292 owed to our non-employee directors as of December 31, 2020. As a result of entering into a Separation Agreement on October 30, 2020 with our former Chief Executive Officer, or CEO, Timothy Rodell, M.D., or the Separation Agreement, we paid out accrued vacation of $20,260 to Dr. Rodell in the three months ended December 2020 (see Note 8 and Note 13). That accrued vacation was previously recorded in the due to related parties account. Amounts due to related parties were comprised of the following items: December 31, March 31, Accrued Board fees $ 69,292 $ 69,750 Accrued vacation to all employees 62,454 41,957 Total due to related parties $ 131,746 $ 111,707 |
8. OTHER CURRENT LIABILITIES
8. OTHER CURRENT LIABILITIES | 9 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 8. OTHER CURRENT LIABILITIES Other current liabilities were comprised of the following items: December 31, March 31, 2020 2020 Accrued separation expenses for former executive $ 400,578 $ – Accrued professional fees 460,119 472,420 Total other current liabilities $ 860,697 $ 472,420 |
9. STOCK COMPENSATION
9. STOCK COMPENSATION | 9 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK COMPENSATION | 9. STOCK COMPENSATION The following tables summarize share-based compensation expenses relating to RSUs and stock options and the effect on basic and diluted loss per common share during the three and nine month periods ended December 31, 2020 and 2019: Three Months Three Months Nine Months Nine Months Vesting of stock options and restricted stock units $ 377,958 $ 102,576 $ 629,207 $ 755,648 Total stock-based compensation expense $ 377,958 $ 102,576 $ 629,207 $ 755,648 Weighted average number of common shares outstanding – basic and diluted 12,093,361 2,887,883 11,265,725 1,821,557 Basic and diluted loss per common share attributable to stock-based compensation expense $ (0.03 ) $ (0.04 ) $ (0.06 ) $ (0.41 ) All of the stock-based compensation expense recorded during the nine months ended December 31, 2020 and 2019, which totaled $629,207 and $755,648, respectively, is included in payroll and related expense in the accompanying condensed consolidated statements of operations. Stock-based compensation expense recorded during the nine months ended December 31, 2020 and 2019 represented an impact on basic and diluted loss per common share of $(0.06) and $(0.41), 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 nine months ended December 31, 2020 was insignificant. Stock Option Activity and Approval of 2020 Plan From February 2020 through May 2020, our compensation committee granted options to purchase 521,476 shares of our common stock that were contingent upon stockholder approval of the 2020 Plan. Upon approval of the 2020 Plan at the Annual Meeting, these option grants were considered effective and no longer contingent as of that date. The 2020 Plan approved by our stockholders at the Annual Meeting, authorizes up to 1,842,556 shares for issuance pursuant to stock option grants, RSUs or other forms of stock-based compensation. No future grants will be made under the 2010 Plan. We issued an option to purchase shares 239,122 shares of our common stock pursuant to the 2020 Plan to our Chief Executive Officer during the three months ended December 31, 2020, in connection with the appointment of Dr. Fisher as our Chief Executive Officer, effective as of October 30, 2020. In connection with the Separation Agreement and pursuant to Dr. Rodell’s employment agreement with the Company, the vesting was accelerated on 50% of outstanding and unvested options to purchase shares of our common stock held by Dr. Rodell as of the Separation Date of October 30, 2020, such that the accelerated stock options were fully vested and exercisable as of the Separation Date. In December 2020, Dr. Rodell elected to net exercise a portion of his stock options. As a result, we issued Dr. Rodell an aggregate of 15,896 shares of our common stock and we paid the estimated withholding taxes of $34,209 related to the net exercise. Options outstanding that were vested as of December 31, 2020 and options that are expected to vest subsequent to December 31, 2020 are as follows: Number of Weighted Weighted Vested 34,509 $ 32.53 5.84 Expected to vest 567,814 $ 1.51 9.67 Total 602,323 A summary of stock option activity during the nine months ended December 31, 2020 is presented below: Amount Range of Weighted Stock options outstanding at March 31, 2020 51,124 $18.75 - $187.50 $ 44.12 Exercised (15,896 ) $1.28 $ 1.28 Granted 770,094 $1.28 – $2.45 $ 1.45 Cancelled/Expired (202,999 ) $1.28 - $187.50 $ 6.76 Stock options outstanding at December 31, 2020 602,323 $1.28 - $187.50 $ 3.29 Stock options exercisable at December 31, 2020 34,509 $1.28 - $187.50 $ 32.53 On December 31, 2020, our outstanding stock options had no intrinsic value since the closing price on that date of $2.47 per share was below the weighted average exercise price of our outstanding stock options. At December 31, 2020, there was approximately $2,240,000 of unrecognized compensation cost related to share-based payments, which is expected to be recognized over a weighted average period of 1.48 years. |
10. WARRANTS
10. WARRANTS | 9 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 10. WARRANTS During the nine months ended December 31, 2020 and 2019, we did not issue any warrants. A summary of warrant activity during the nine months ended December 31, 2020 is presented below: Amount Range of Weighted Warrants outstanding at March 31, 2020 2,021,368 $1.50 - $125.25 $ 5.21 Cancelled/Expired (29,395 ) $90.75 – $135.00 $ 97.17 Warrants outstanding at December 31, 2020 1,991,973 $1.50 – $99.00 $ 5.23 Warrants exercisable at December 31, 2020 1,991,973 $1.50 – $99.00 $ 5.23 |
11. GOVERNMENT CONTRACTS AND GR
11. GOVERNMENT CONTRACTS AND GRANTS AND RELATED REVENUE RECOGNITION | 9 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
GOVERNMENT CONTRACTS AND GRANTS AND RELATED REVENUE RECOGNITION | 11. GOVERNMENT CONTRACTS AND RELATED REVENUE RECOGNITION We have recognized revenue under the following two contracts/grants with the National Cancer Institute, or NCI, part of the National Institutes of Health, or NIH, over the past two years: Phase 2 Melanoma Cancer Contract On September 12, 2019, the NCI awarded to us an SBIR Phase II Award Contract, for NIH/NCI Topic 359, entitled “A Device Prototype for Isolation of Melanoma Exosomes for Diagnostics and Treatment Monitoring”, or the Award Contract. The Award Contract amount is $1,860,561 and runs for the period from September 16, 2019 through September 15, 2021. The work to be performed pursuant to this Award Contract focuses on melanoma exosomes. This work follows from our completion of a phase I contract for the Topic 359 solicitation that ran from September 2017 through June 2018, as described below. Following on the phase I work, the deliverables in the phase II program involve the design and testing of a pre-commercial prototype of a more advanced version of the exosome isolation platform. During the period ended December 31, 2020, we completed all of the milestones relevant to that time period. As a result, we recorded $436,427 of government contract revenue on the Phase 2 Melanoma Cancer Contract in the nine months ended December 31, 2020. Of the total revenue recognized during the current period relating to this grant, a total of $117,849 was invoiced to the NCI during the three months ended December 31, 2020 and we recorded $318,578 which had previously been recognized as deferred revenue. Breast Cancer Grant In the nine months ended December 31, 2020, we completed and submitted the final reports applicable to this NCI grant (number 1R43CA232977-01). The title of this Small Business Innovation Research, or SBIR, Phase I grant is “The Hemopurifier Device for Targeted Removal of Breast Cancer Exosomes from the Blood Circulation,” or the Breast Cancer Grant. This NCI Phase I grant period originally ran from September 14, 2018 through August 31, 2019. In August 2019, we applied for and received a no cost, twelve month extension on this grant; through August 31, 2020. The total amount of the firm grant was $298,444. The grant called for two subcontractors to work with us. Those subcontractors were University of Pittsburgh and Massachusetts General Hospital. As of December 31, 2020, we have received all of the funds allocated to the Breast Cancer Grant. During the nine months ended December 31, 2020, we recorded the remaining $188,444 of revenue related to the Breast Cancer Grant, as we achieved two of the three milestones related to the Breast Cancer Grant. We concluded in our final report to the SBIR that our pre-clinical results demonstrated that our work under the grant provided support that the Hemopurifier has the capacity to clear exosomes from breast cancer patients. That amount previously was recorded as deferred revenue. As of December 31, 2020, we received all of the funds allocated to the Breast Cancer Grant and have submitted the final reports applicable to this grant. Subaward with University of Pittsburgh In addition, we are completing the logistical elements of documentation and billing the University of Pittsburgh in connection with a cost reimbursable subaward arrangement under an NIH project entitled “Depleting Exosomes to Improve Responses to Immune Therapy in HNNCC.” Our share of the award is $256,750. We have not recorded any revenues as of December 31, 2020 related to the subaward. We anticipate billing and recognizing revenue under this subaward in future periods. |
12. SEGMENTS
12. SEGMENTS | 9 Months Ended |
Dec. 31, 2020 | |
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: Nine Months Ended December 31, 2020 2019 Revenues: Aethlon $ 624,871 $ 443,458 ESI – – Total Revenues $ 624,871 $ 443,458 Operating Losses: Aethlon $ (5,609,464 ) $ (4,125,758 ) ESI (15,931 ) (19,039 ) Total Operating Loss $ (5,625,395 ) $ (4,144,797 ) Net Losses: Aethlon $ (5,610,994 ) $ (4,575,811 ) ESI (15,931 ) (19,039 ) Net Loss Before Non-Controlling Interests $ (5,626,925 ) $ (4,594,850 ) Cash: Aethlon $ 12,131,396 $ 4,058,456 ESI 197 197 Total Cash $ 12,131,593 $ 4,058,653 Total Assets: Aethlon $ 12,669,552 $ 4,682,294 ESI 197 197 Total Assets $ 12,669,749 $ 4,682,491 Capital Expenditures: Aethlon $ 54,630 $ 148,064 ESI – – Capital Expenditures $ 54,630 $ 148,064 Depreciation and Amortization: Aethlon $ 28,775 $ 15,992 ESI – – Total Depreciation and Amortization $ 28,775 $ 15,992 Interest Expense: Aethlon $ (1,530 ) $ (54,232 ) ESI – – Total Interest Expense $ (1,530 ) $ (54,232 ) |
13. COMMITMENTS AND CONTINGENCI
13. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES CONTRACTUAL OBLIGATIONS AND COMMITMENTS There have been no material changes to our contractual obligations and commitments outside the ordinary course of business from those disclosed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations and Commitments” as contained in our Annual Report on Form 10-K for the year ended March 31, 2020, filed by us with the SEC on June 25, 2020. On October 30, 2020, we entered into a Separation Agreement with Timothy Rodell, M.D., our former Chief Executive Officer, or the Separation Agreement. Under this agreement, we agreed to pay Dr. Rodell a total of $444,729 and to cover his medical insurance costs over a twelve-month period that began on November 1, 2020, all in accordance with the terms of his employment agreement with the Company. We also paid Dr. Rodell accrued vacation in the amount of $20,260 in November 2020. The total expense accrued at December 31, 2020 relating to the Separation Agreement, was $400,578 (see Note 7 and Note 8). On October 30, 2020, we entered into an Executive Employment Agreement, or Agreement, with Charles J. Fisher Jr., M.D. The Agreement provides Dr. Fisher with (i) an initial annualized base salary of $430,000 per year; (ii) eligibility for a discretionary annual cash bonus, (iii) eligibility for a one-time cash bonus and additional equity grant upon attaining a specified performance goal, (iv) eligibility to participate in and receive additional stock options or equity award grants under the Company’s equity incentive plans from time to time, in the discretion of the Board or the Compensation Committee, and in accordance with the terms and conditions of such plans; and (iv) severance payments in the event that Dr. Fisher’s employment is terminated by the Company for any reason other than Cause (as defined in the Agreement) or if it is terminated by Dr. Fisher for Good Reason (as defined in the Agreement). 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 $6,148 per month on a one-year lease that originally was to expire on November 30, 2020. In December 2020, we entered into a short-term lease extension running from December 1, 2020 through the completion date of our construction of our planned new laboratory space which is adjacent to our current laboratory. Rent expense, which is included in general and administrative expenses, approximated $50,000 and $44,000 for the three month periods ended December 31, 2020 and 2019, respectively. For the nine month periods ended December 31, 2020 and 2019, rent expense approximated $144,000 and $130,000, respectively. Future minimum lease payments under the Granite Ridge Lease as of December 31, 2020, are as follows: January 1, 2021 through March 31, 2021 $ 25,663 April 1, 2021 through August 31, 2021 43,670 Total future minimum lease payments 69,333 Less: discount (1,635 ) Total lease liability $ 67,698 During the fiscal year ended March 31, 2020, we adopted ASU Topic 842 on April 1, 2019 utilizing the alternative transition method allowed for under this guidance. As a result, we recorded lease liabilities and right-of-use lease assets of $228,694 on our balance sheet as of April 1, 2019. The lease liabilities represent the present value of the remaining lease payments of our corporate headquarters lease, discounted using our incremental borrowing rate as of April 1, 2019. The corresponding right-of-use lease assets are recorded based on the lease liabilities and the cumulative difference between rent expense and amounts paid under its corporate headquarters lease. We also elected the short-term lease recognition exemption for its laboratory lease. For the laboratory lease that qualified as short-term, we did not recognize right-of-use assets or lease liabilities at adoption. In December 2020, we entered into an agreement to lease approximately 2,823 square feet of office space and 1,807 square feet of laboratory space. The agreement carries a term of 63 months and we will commence paying rent when we take occupancy of those spaces, which is expected to occur in the second quarter of 2021. Upon taking occupancy of the space, we will record lease liabilities and right-of-use lease assets related to this agreement on our balance sheet. We estimate that the present value of the contractual payments under the lease agreement to be approximately $806,000. In addition, the new lease agreement required us to post a standby letter of credit in favor of the landlord in the amount of $46,726 in lieu of a security deposit. We arranged for our bank to issue the standby letter of credit in the three months ended December 31, 2020 and transferred a like amount to a restricted certificate of deposit which secured the bank’s risk in issuing that letter of credit. We have classified that restricted certificate of deposit on our balance sheet as restricted cash . LEGAL MATTERS From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. We are not presently a party to any pending or threatened legal proceedings. |
14. SUBSEQUENT EVENTS
14. SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Management has evaluated events subsequent to December 31, 2020 through the date that the accompanying condensed consolidated financial statements were filed with the SEC for transactions and other events which may require adjustment of and/or disclosure in such financial statements. In January 2021, we hired two senior executives, Guy Cipriani as Senior Vice President, Chief Business Officer, and Steven LaRosa, M.D., as Chief Medical Officer and entered into employment agreements with each executive. Mr. Cipriani will oversee business development and partnerships, while also contributing to fundraising and corporate development. Mr. Cipriani’s initial annual base salary is $340,000 and Mr. Cipriani also is eligible for a discretionary annual cash bonus. Mr. Cipriani also is eligible for reimbursement of relocation expenses in the aggregate amount of up to $75,000. Dr. LaRosa will be responsible for the clinical development of Aethlon's Hemopurifier®, including leading clinical operations and regulatory strategy. In addition to a one-time signing bonus of $100,000, subject to repayment if Dr. LaRosa leaves Aethlon prior to two years with the Company, Dr. LaRosa’s initial annual base salary is $400,000. Dr. LaRosa also is eligible for a discretionary annual cash bonus and relocation expense reimbursement of up to $50,000. Upon commencement of employment each of Mr. Cipriani and Dr. LaRosa was granted an option to purchase 120,883 shares of the Company’s Common Stock, with an exercise price equal to the fair market value on the date of grant, subject to a four-year vesting schedule and other terms and conditions of the Company’s 2020 Equity Incentive Plan. |
1. NATURE OF BUSINESS AND BAS_2
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission, or SEC Regulation S-X. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended March 31, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on June 25, 2020. 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 three and nine months ended December 31, 2020, and the condensed consolidated statement of cash flows for the nine months ended December 31, 2020. 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, 2020 has been derived from the audited consolidated balance sheet at March 31, 2020, contained in the above referenced 10-K. The results of operations for the three and nine months ended December 31, 2020 are not necessarily indicative of the results to be expected for the full year or any future interim periods. |
Reclassifications | Reclassifications Certain prior year balances within the unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. |
Restricted Cash | Restricted Cash To comply with the terms of our new laboratory and office lease (see Note 13), we caused our bank to issue a standby letter of credit, or the L/C, in the amount of $46,726 in favor of the landlord. The L/C is in lieu of a security deposit. In order to support the L/C, we agreed to have our bank withdraw $46,726 from our operating accounts and to place that amount in a restricted certificate of deposit. We have classified that amount as restricted cash, a long-term asset, on our balance sheet. |
3. RESEARCH AND DEVELOPMENT E_2
3. RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Research and Development expenses | Our research and development expenses in those periods were as follows: December 31, December 31, 2020 2019 Three months ended $ 461,176 $ 218,571 Nine months ended $ 1,367,333 $ 692,022 |
6. EQUITY TRANSACTIONS (Tables)
6. EQUITY TRANSACTIONS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of RSU activity | RSUs outstanding that have vested as of, and are expected to vest subsequent to, December 31, 2020 are as follows: Number of RSUs Vested – Expected to vest 32,189 Total 32,189 |
7. RELATED PARTY TRANSACTIONS (
7. RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Due to related parties | Amounts due to related parties were comprised of the following items: December 31, March 31, Accrued Board fees $ 69,292 $ 69,750 Accrued vacation to all employees 62,454 41,957 Total due to related parties $ 131,746 $ 111,707 |
8. OTHER CURRENT LIABILITIES (T
8. OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other current liabilities were comprised of the following items: December 31, March 31, 2020 2020 Accrued separation expenses for former executive $ 400,578 $ – Accrued professional fees 460,119 472,420 Total other current liabilities $ 860,697 $ 472,420 |
9. STOCK COMPENSATION (Tables)
9. STOCK COMPENSATION (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation expense relating to RSUs | The following tables summarize share-based compensation expenses relating to RSUs and stock options and the effect on basic and diluted loss per common share during the three and nine month periods ended December 31, 2020 and 2019: Three Months Three Months Nine Months Nine Months Vesting of stock options and restricted stock units $ 377,958 $ 102,576 $ 629,207 $ 755,648 Total stock-based compensation expense $ 377,958 $ 102,576 $ 629,207 $ 755,648 Weighted average number of common shares outstanding – basic and diluted 12,093,361 2,887,883 11,265,725 1,821,557 Basic and diluted loss per common share attributable to stock-based compensation expense $ (0.03 ) $ (0.04 ) $ (0.06 ) $ (0.41 ) |
Options outstanding that have vested and are expected to vest | Options outstanding that were vested as of December 31, 2020 and options that are expected to vest subsequent to December 31, 2020 are as follows: Number of Weighted Weighted Vested 34,509 $ 32.53 5.84 Expected to vest 567,814 $ 1.51 9.67 Total 602,323 |
Schedule of stock option activity | A summary of stock option activity during the nine months ended December 31, 2020 is presented below: Amount Range of Weighted Stock options outstanding at March 31, 2020 51,124 $18.75 - $187.50 $ 44.12 Exercised (15,896 ) $1.28 $ 1.28 Granted 770,094 $1.28 – $2.45 $ 1.45 Cancelled/Expired (202,999 ) $1.28 - $187.50 $ 6.76 Stock options outstanding at December 31, 2020 602,323 $1.28 - $187.50 $ 3.29 Stock options exercisable at December 31, 2020 34,509 $1.28 - $187.50 $ 32.53 |
10. WARRANTS (Tables)
10. WARRANTS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity during the nine months ended December 31, 2020 is presented below: Amount Range of Weighted Warrants outstanding at March 31, 2020 2,021,368 $1.50 - $125.25 $ 5.21 Cancelled/Expired (29,395 ) $90.75 – $135.00 $ 97.17 Warrants outstanding at December 31, 2020 1,991,973 $1.50 – $99.00 $ 5.23 Warrants exercisable at December 31, 2020 1,991,973 $1.50 – $99.00 $ 5.23 |
12. SEGMENTS (Tables)
12. SEGMENTS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segments | The following tables set forth certain information regarding our segments: Nine Months Ended December 31, 2020 2019 Revenues: Aethlon $ 624,871 $ 443,458 ESI – – Total Revenues $ 624,871 $ 443,458 Operating Losses: Aethlon $ (5,609,464 ) $ (4,125,758 ) ESI (15,931 ) (19,039 ) Total Operating Loss $ (5,625,395 ) $ (4,144,797 ) Net Losses: Aethlon $ (5,610,994 ) $ (4,575,811 ) ESI (15,931 ) (19,039 ) Net Loss Before Non-Controlling Interests $ (5,626,925 ) $ (4,594,850 ) Cash: Aethlon $ 12,131,396 $ 4,058,456 ESI 197 197 Total Cash $ 12,131,593 $ 4,058,653 Total Assets: Aethlon $ 12,669,552 $ 4,682,294 ESI 197 197 Total Assets $ 12,669,749 $ 4,682,491 Capital Expenditures: Aethlon $ 54,630 $ 148,064 ESI – – Capital Expenditures $ 54,630 $ 148,064 Depreciation and Amortization: Aethlon $ 28,775 $ 15,992 ESI – – Total Depreciation and Amortization $ 28,775 $ 15,992 Interest Expense: Aethlon $ (1,530 ) $ (54,232 ) ESI – – Total Interest Expense $ (1,530 ) $ (54,232 ) |
13. COMMITMENTS AND CONTINGEN_2
13. COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease commitments | Future minimum lease payments under the Granite Ridge Lease as of December 31, 2020, are as follows: January 1, 2021 through March 31, 2021 $ 25,663 April 1, 2021 through August 31, 2021 43,670 Total future minimum lease payments 69,333 Less: discount (1,635 ) Total lease liability $ 67,698 |
1. NATURE OF BUSINESS AND BAS_3
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | |
Reverse stock split | On October 14, 2019, our Board of Directors approved a 1-for-15 reverse stock split. Accordingly, 15 shares of outstanding common stock then held by stockholders were combined into one share of common stock. | |
Restricted Cash [Member] | ||
Security deposit | $ 46,726 |
2. LOSS PER COMMON SHARE (Detai
2. LOSS PER COMMON SHARE (Details- Narrative) - shares | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares | 2,626,485 | 3,779,301 |
3. RESEARCH AND DEVELOPMENT E_3
3. RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||||
Research and development expense | $ 461,176 | $ 218,571 | $ 1,367,333 | $ 692,022 |
5. CONVERTIBLE NOTES PAYABLE (D
5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable [Abstract] | ||||
Repayment of convertible notes | $ 0 | $ 992,591 | ||
Interest expense, debt | 23,759 | |||
Amortization of debt discounts | 0 | 30,287 | ||
Total interest expense | 54,046 | |||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ (447,011) |
6. EQUITY TRANSACTIONS (Details
6. EQUITY TRANSACTIONS (Details - RSU's outstanding) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Dec. 31, 2020shares | |
RSU's vested | 0 |
RSU's expected to vest | 32,189 |
Total RSU's outstanding | 32,189 |
6. EQUITY TRANSACTIONS (Detai_2
6. EQUITY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 03, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Payments to satify tax withholding | $ 106,391 | $ 38,981 | |||||
Restricted Stock Units (RSUs) [Member] | 2020 Plan [Member] | |||||||
RSU's granted | 4,645 | ||||||
Restricted Stock Units (RSUs) [Member] | Non Employee Directors [Member] | |||||||
Grant date fair value | $ 35,000 | ||||||
Grant date fair value per share | $ 1.41 | ||||||
RSU's granted | 24,822 | ||||||
RSU's exchanged for common stock, RSU's exchanged | 32,189 | 29,866 | 29,866 | ||||
RSU's exchanged for common stock, Common stock issued | 32,189 | 29,866 | 29,866 | ||||
Stock cancelled in exchange for withholding tax, shares | 12,876 | 11,947 | 11,947 | ||||
Payments to satify tax withholding | $ 31,802 | $ 16,128 | $ 24,251 | ||||
Restricted Stock Units (RSUs) [Member] | Non Employee Directors [Member] | 2010 Plan [Member] | |||||||
RSU's granted | 23,893 | ||||||
Restricted Stock Units (RSUs) [Member] | Non Employee Directors [Member] | 2020 Plan [Member] | |||||||
RSU's granted | 929 | 929 | |||||
Common Stock Sales Agreement [Member] | |||||||
Proceeds from issuance of common stock and warrants | $ 7,260,869 | ||||||
Stock issued new, shares issued | 2,685,600 | ||||||
Stock sale - average price per share | $ 2.70 | ||||||
Common Stock Sales Agreement [Member] | H.C. Wainwright [Member] | |||||||
Payment of commissions | $ 224,825 | ||||||
Payment of stock issuance costs | $ 8,472 |
7. RELATED PARTY TRANSACTIONS_2
7. RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Due to related parties | $ 131,746 | $ 111,707 |
Accrued board fees [Member] | ||
Due to related parties | 69,292 | 69,750 |
Accrued vacation [Member] | ||
Due to related parties | $ 62,454 | $ 41,957 |
7. RELATED PARTY TRANSACTIONS_3
7. RELATED PARTY TRANSACTIONS (Details Narrative) | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Accrued director fees | $ 69,292 |
Timothy Rodell [Member] | |
Director fees | $ 20,260 |
8. OTHER CURRENT LIABILITIES (D
8. OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued separation expenses for former executive | $ 400,578 | $ 0 |
Accrued professional fees | 460,119 | 472,420 |
Total other current liabilities | $ 860,697 | $ 472,420 |
9. STOCK COMPENSATION (Details
9. STOCK COMPENSATION (Details - Stock compensation) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total stock-based compensation expense | $ 377,958 | $ 102,576 | $ 629,207 | $ 755,648 |
Weighted average number of common shares outstanding- basic and diluted | 12,093,361 | 2,887,883 | 11,265,725 | 1,821,557 |
Basic and diluted loss per common share attributable to stock-based compensation expense | $ (0.20) | $ (0.28) | $ (0.50) | $ (2.52) |
Vesting of stock options and restricted stock units [Member] | ||||
Total stock-based compensation expense | $ 377,958 | $ 102,576 | $ 629,207 | $ 755,648 |
Share-Based Compensation [Member] | ||||
Basic and diluted loss per common share attributable to stock-based compensation expense | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.41) |
9. STOCK COMPENSATION (Detail_2
9. STOCK COMPENSATION (Details - Options vested and expected to vest) - Options [Member] | 9 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Options vested | 34,509 |
Options expected to vest | 567,814 |
Total options outstanding | 602,323 |
Weighted average exercise price options vested | $ / shares | $ 32.53 |
Weighted average exercise price options expected to vest | $ / shares | $ 1.51 |
Weighted average remaining contractual term options vested | 5 years 10 months 3 days |
Weighted average remaining contractual term options expected to vest | 9 years 8 months 2 days |
9. STOCK COMPENSATION (Detail_3
9. STOCK COMPENSATION (Details - Option activity) - Stock Options [Member] | 9 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stock options Outstanding, beginning balance | shares | 51,124 |
Stock options exercised | shares | (15,896) |
Stock options granted | shares | 770,094 |
Stock options cancelled/forfeited | shares | (202,999) |
Stock options outstanding, ending balance | shares | 602,323 |
Stock options exercisable | shares | 34,509 |
Range of exercise prices, Option beginning | $18.75 - $187.50 |
Range of exercise prices, Option Exercised | $1.28 |
Range of exercise prices, Option Granted | $1.28 - $2.45 |
Range of exercise prices, Option cancelled/expired | $1.28 - $187.50 |
Range of exercise prices, Option ending | $1.28 - $187.50 |
Range of exercise prices, Option exercisable | $1.28 - $187.50 |
Outstanding, Weighted Average Exercise Price, beginning price | $ / shares | $ 44.12 |
Exercised, Weighted Average Exercise Price | $ / shares | 1.28 |
Granted, Weighted Average Exercise Price | $ / shares | 1.45 |
Cancelled/Forfeited, Weighted Average Exercise Price | $ / shares | 6.76 |
Outstanding Weighted Average Exercise Price, ending price | $ / shares | 3.29 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 32.53 |
9. STOCK COMPENSATION (Details-
9. STOCK COMPENSATION (Details- Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock based compensation | $ 377,958 | $ 102,576 | $ 629,207 | $ 755,648 | |
Unrecognized compensation costs | $ 2,240,000 | $ 2,240,000 | |||
Unrecognized compensation cost amortization period | 1 year 5 months 23 days | ||||
Payments to satify tax withholding | $ 106,391 | $ 38,981 | |||
Dr. Rodell [Member] | |||||
Stock issued for exercise of options | 15,896 | ||||
Payments to satify tax withholding | $ 34,209 | ||||
2020 Plan [Member] | |||||
Options authorized | 1,842,556 | 1,842,556 | |||
Stock Options [Member] | |||||
Intrinsic value | $ 0 | $ 0 | |||
Options granted | 521,476 | ||||
Stock issued for exercise of options | 15,896 |
10. WARRANTS (Details)
10. WARRANTS (Details) - Warrants [Member] | 9 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Warrants | |
Number of Warrants Outstanding, Beginning | shares | 2,021,368 |
Number of Warrants Cancelled/Expired | shares | (29,395) |
Number of Warrants Outstanding, Ending | shares | 1,991,973 |
Number of Warrants Exercisable, Ending | shares | 1,991,973 |
Weighted Average Exercise Price | |
Range of Exercise Price Outstanding, Beginning | $1.50 - $125.25 |
Range of Exercise Price Cancelled/Expired | $90.75 - $135.00 |
Range of Exercise Price Outstanding, Ending | $1.50 - $99.00 |
Range of Exercise Price Exercisable | $1.50 - $99.00 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 5.21 |
Weighted Average Exercise Price Cancelled/Expired | $ / shares | 97.17 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | 5.23 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 5.23 |
11. GOVERNMENT CONTRACTS AND _2
11. GOVERNMENT CONTRACTS AND GRANTS AND RELATED REVENUE RECOGNITION (Details Narrative) | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Melanoma Cancer Contract Phase 2 [Member] | |
Award Contract amount | $ 1,860,561 |
Contract revenue | 436,427 |
Deferred revenue | 318,578 |
Breast Cancer Grant [Member] | |
Contract revenue | 188,444 |
Subaward with University of Pittsburgh [Member] | |
Award Contract amount | $ 256,750 |
12. SEGMENTS (Details)
12. SEGMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Revenues | $ 624,871 | $ 413,458 | $ 624,871 | $ 443,458 | |
Operating Losses | (2,443,588) | (876,406) | (5,625,395) | (4,144,797) | |
Net Losses | (2,444,390) | (820,939) | (5,626,925) | (4,594,850) | |
Cash | 12,131,593 | 4,058,653 | 12,131,593 | 4,058,653 | $ 9,604,780 |
Total Assets | 12,669,749 | 4,682,491 | 12,669,749 | 4,682,491 | $ 10,387,686 |
Capital Expenditures | 54,630 | 148,064 | |||
Depreciation and Amortization | 28,775 | 15,992 | |||
Interest Expense | (802) | (126) | (1,530) | (54,232) | |
Aethlon [Member] | |||||
Revenues | 624,871 | 443,458 | |||
Operating Losses | (5,609,464) | (4,125,758) | |||
Net Losses | (5,610,994) | (4,575,811) | |||
Cash | 12,131,396 | 4,058,456 | 12,131,396 | 4,058,456 | |
Total Assets | 12,669,552 | 4,682,294 | 12,669,552 | 4,682,294 | |
Capital Expenditures | 54,630 | 148,064 | |||
Depreciation and Amortization | 28,775 | 15,992 | |||
Interest Expense | (1,530) | (54,232) | |||
ESI [Member] | |||||
Revenues | 0 | 0 | |||
Operating Losses | (15,931) | (19,039) | |||
Net Losses | (15,931) | (19,039) | |||
Cash | 197 | 197 | 197 | 197 | |
Total Assets | $ 197 | $ 197 | 197 | 197 | |
Capital Expenditures | 0 | 0 | |||
Depreciation and Amortization | 0 | 0 | |||
Interest Expense | $ 0 | $ 0 |
13. COMMITMENTS AND CONTINGEN_3
13. COMMITMENTS AND CONTINGENCIES (Details - Rent) - 9635 Granite Ridge Drive [Member] | Dec. 31, 2020USD ($) |
Operating lease payments year 2020 | $ 25,663 |
Operating lease payments year 2021 | 43,670 |
Total lease payments | 69,333 |
Less: Discount | (1,635) |
Total lease liability | $ 67,698 |
13. COMMITMENTS AND CONTINGEN_4
13. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2020 | Oct. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 02, 2020 | Mar. 31, 2020 | |
Due to related parties | $ 131,746 | $ 131,746 | $ 131,746 | $ 111,707 | ||||
Rent expense | 50,000 | $ 44,000 | 144,000 | $ 130,000 | ||||
Right-of-use lease asset | 64,750 | 64,750 | 64,750 | $ 228,694 | $ 136,426 | |||
Lease liability | $ 228,694 | |||||||
Separation Agreement [Member] | ||||||||
Accrued expenses | 400,578 | 400,578 | 400,578 | |||||
Lease Agreement [Member] | ||||||||
Lease payment | 806,000 | |||||||
Letter of credit | 46,726 | 46,726 | 46,726 | |||||
Timothy Rodell [Member] | ||||||||
Lease payment | $ 444,729 | |||||||
Due to related parties | $ 20,260 | $ 20,260 | $ 20,260 | |||||
Charles J. Fisher Jr [Member] | ||||||||
Annual Base salary | $ 430,000 |