0001411685-24-000022 | 10-K | XBRL Viewer | Vistagen Therapeutics INC

Accrued Expenses (Tables)

12 Months Ended

Mar. 31, 2024

Accrued expenses are composed of the following (in thousands):


	As of March 31,
	2024		2023
Accrued research and development costs	$	482	$	412
Accrued employee and non-employee director compensation costs	1,619		337
Accrued legal and professional service fees	117		38
Other	17		9
Total accrued expenses	$	2,235	$	796

Property and Equipment, Net

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of March 31,
	2024		2023
Laboratory equipment	$	1,242	$	1,235
Tenant improvements	214		214
Office furniture and equipment	22		40
Manufacturing equipment	211		211
	1,689		1,700
Accumulated depreciation and amortization	(1,254)		(1,193)
Property and equipment, net	$	435	$	507

We recognized depreciation expense of $127,000 and $130,000 for the years ended March 31, 2024 and 2023, respectively.

Subsequent Events (Details) - shares	May 29, 2024	Mar. 31, 2024	Mar. 31, 2023
Subsequent Event [Line Items]
Common stock, shares authorized (in shares)		325,000,000	325,000,000
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares authorized (in shares)	5,000,000
The 2019 Employee Stock Purchase Plan [Member] \| Subsequent Event
Subsequent Event [Line Items]
Number of shares authorized (in shares)	1,000,000

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Mar. 31, 2024	Jun. 07, 2024	Sep. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Mar. 31, 2024
Current Fiscal Year End Date	--03-31
Document Transition Report	false
Entity File Number	001-37761
Entity Registrant Name	Vistagen Therapeutics, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	20-5093315
Entity Address, Address Line One	343 Allerton Avenue
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	650
Local Phone Number	577-3600
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VTGN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 62.7
Entity Common Stock, Shares Outstanding		27,025,209
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001411685

Note Payable (Details) - Promissory Note - USD ($) $ in Millions	1 Months Ended
	May 31, 2023	May 31, 2022
Short-Term Debt [Line Items]
Interest rate	7.43%	3.88%
Principal amount	$ 0.9	$ 1.1
Monthly installments	$ 0.1	$ 0.1

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
General and administrative	$ 14,063	$ 14,664
Accrued expenses	2,235	796
Consulting Firm
Related Party Transaction [Line Items]
Related party expenses	170
General and administrative	70	170
Accrued expenses	$ 200	$ 120

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Payables and Accruals [Abstract]
Accrued research and development costs	$ 482	$ 412
Accrued employee and non-employee director compensation costs	1,619	337
Accrued legal and professional service fees	117	38
Other	17	9
Total accrued expenses	$ 2,235	$ 796

Accrued Expenses

12 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses are composed of the following (in thousands):


	As of March 31,
	2024		2023
Accrued research and development costs	$	482	$	412
Accrued employee and non-employee director compensation costs	1,619		337
Accrued legal and professional service fees	117		38
Other	17		9
Total accrued expenses	$	2,235	$	796

Stock-Based Compensation

12 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Equity Incentive Plans

2016 Equity Incentive Plan

Our 2016 Stock Incentive Plan (the 2016 Plan) provided for the grant of stock options, restricted shares of common stock, stock appreciation rights and dividend equivalent rights to employees, officers, members of the board of directors, consultants and advisors of the Company. Upon the adoption of our 2019 Plan, no further grants were permissible under the 2016 Plan and 46,280 authorized shares were transferred to the 2019 Plan and became issuable therefrom. Any options or awards outstanding under the 2016 Plan remained outstanding and effective.

2019 Equity Incentive Plan

Our Board approved the Vistagen Therapeutics, Inc. 2019 Omnibus Equity Incentive Plan (the 2019 Plan) on May 27, 2019, and our stockholders adopted it and ratified all previously issued grants on September 5, 2019. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

On June 28, 2021, our Board approved and, at our Annual Meeting of Stockholders on September 17, 2021, our stockholders approved certain amendments to the 2019 Plan (Amended 2019 Plan). Upon approval of the Amended 2019 Plan by our stockholders, the total number of shares authorized to be issued under the 2019 Plan increased to 600,000 shares.

At March 31, 2024, there were 466,438 registered shares of our common stock remaining available for grant under the Amended 2019 Plan. On April 3, 2024, the Company granted 436,000 options to employees with a weighted average exercise price of $5.38.

Awards granted under the Company’s equity plans expire no later than 10 years from the date of grant. Options and restricted stock granted to employees typically vest over a four-year period but may have been granted with different vesting terms.

A summary of the Company’s stock option activity for the year ended March 31, 2024 is as follows (in thousands, except share and per share data and years):


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2023	702,691	$	37.76	7.2	$	5
Granted	116,666	$	4.62
Exercised	—	$	—
Forfeited	(3,576)	$	19.27
Expired	(424)	$	84.55
Outstanding at March 31, 2024	815,357	$	33.07	6.7	$	165
Exercisable at March 31, 2024	609,986	$	39.48	5.9	$	68
Vested and expected to vest as of March 31, 2024	815,357	$	33.07	6.7	$	165

Stock-Based Compensation Expense

The fair value of stock options was estimated using the following assumptions (excluding option modifications):


	Year Ended December 31,
	2024	2023
Risk-free interest rate	3.9% - 4.6%	2.6% - 4.1%
Expected term (years)	2.53 - 6.08	5.20 - 6.54
Expected stock price volatility	129.0% - 176.6%	79.1% - 191.7%
Dividend yield	—	—

Stock-based compensation expense recognized for all equity awards has been included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended March 31,
	2024		2023

Research and development expense	$	1,174	$	1,365
General and administrative expense	1,008		1,972
Total stock-based compensation expense	$	2,182	$	3,337

The weighted-average grant date fair value of options granted for the years ended March 31, 2024 and 2023 was $4.40 and $8.10 per share, respectively. For the years ended March 31, 2024 and 2023, the total fair value of options vested was $2.3 million and $3.5 million, respectively. The aggregate intrinsic value of options exercised for the years ended March 31, 2024 and 2023 was $0 and $0.1 million, respectively. As of March 31, 2024, total compensation cost not yet recognized related to unvested stock options was $2.1 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Option Modifications

On September 12, 2022, outstanding options to purchase an aggregate of 44,071 shares of our common stock previously granted to a terminated employee and otherwise set to expire on September 13, 2022, were modified to extend the exercisability of such options for a period of 90 days. No other term of the options, including exercise price, was modified. The option modification resulted in incremental expense of $0.1 million which was recognized during the year ended March 31, 2023. These options were subsequently modified on December 12, 2022, to extend the exercisability of such options through March 31, 2023, resulting in immaterial incremental expense.

2019 Employee Stock Purchase Plan

Our Board approved the Vistagen Therapeutics, Inc. 2019 Employee Stock Purchase Plan (the 2019 ESPP) on June 13, 2019. Our stockholders approved the 2019 ESPP at our annual meeting on September 5, 2019. A maximum of 33,334 shares of our common stock were originally reserved for purchase under the 2019 ESPP.

The 2019 ESPP permits eligible employees who elect to participate in an offering under the 2019 ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the 2019 ESPP. The price of common stock purchased under the 2019 ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. Each offering period is six months, with new offering periods commencing every six months on or about the dates of January 1 and July 1 of each year.

During the years ended March 31, 2024 and 2023, the Company issued 4,843 and 5,167 shares, respectively, of common stock in connection with the 2019 ESPP. As of March 31, 2024, there were 19,480 shares available for future purchase under the 2019 ESPP.

During the years ended March 31, 2024 and 2023, the Company recognized an immaterial amount of expense under the 2019 ESPP.

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements We have certain financial assets that are measured at fair value on a recurring basis, which consist of cash equivalents held in money market funds. These assets, which are classified within Level 1 of the fair value hierarchy and are reflected as a component of cash and cash equivalents on the consolidated balance sheets, totaled $115.3 million and $5.0 million at March 31, 2024 and 2023, respectively. We had no financial liabilities measured at fair value on a recurring basis at March 31, 2024 or March 31, 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Deferred tax assets:
Net operating loss carryovers	$ 46,463	$ 43,603
Basis differences in property and equipment	0	0
Research and development credit carryforwards	0	3,591
Stock based compensation	2,962	2,986
Operating lease Right-of-Use asset	64	73
Capitalized research and development costs	10,188	8,215
Deferred revenue	460	643
Accruals and reserves	404	146
Total deferred tax assets	60,541	59,256
Valuation allowance	(60,521)	(59,251)
Total deferred tax assets net of valuation allowance	20	5
Deferred tax liabilities:
Basis differences in property and equipment	(20)	(5)
Total deferred tax liabilities	(20)	(5)
Net deferred tax asset (liability)	$ 0	$ 0

Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost	$ 645	$ 645
Variable lease costs	246	207
Total lease cost	$ 891	$ 852

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Derecognition of revenue recognized		$ (227)
Total revenues	$ 1,064
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Sublicense and Other Revenue [Member]	Sublicense and Other Revenue [Member]
Operating expenses:
Research and development	$ 20,022	$ 44,377
General and administrative	14,063	14,664
Total operating expenses	34,085	59,041
Loss from operations	(33,021)	(59,268)
Other income, net:
Interest income, net	3,351	26
Other income	312	0
Loss before income taxes	(29,358)	(59,242)
Income taxes	(4)	(6)
Net loss	(29,362)	(59,248)
Comprehensive loss	$ (29,362)	$ (59,248)
Earnings per share, basic (in dollars per share)	$ (1.52)	$ (8.51)
Earnings per share, diluted (in dollars per share)	$ (1.52)	$ (8.51)
Weighted average common shares outstanding, basic (in shares)	19,354,500	6,958,749
Weighted average common shares outstanding, diluted (in shares)	19,354,500	6,958,749

Sublicense and Collaborative Agreements (Tables)

12 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Changes in Contract Assets and Contract Liabilities

The following table presents changes in the balances of receivables and contract liabilities related to strategic collaboration agreements during the year ended March 31, 2024 (in thousands):


	Balance at March 31, 2023		Additions		Deductions		Balance at March 31, 2024
Contract assets:
Deferred contract acquisition costs	$	285	$	—	$	(81)	$	204
Contract liabilities:
Deferred revenue	$	3,029	$	1,500	$	(1,064)	$	3,465

Leases - Schedule of Future Minimum Lease Payments for Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
2025	$ 710
2026	732
2027	753
2028	254
Thereafter	0
Total minimum lease payments	2,449
Less: amount representing interest	(329)
Present value of operating lease liabilities	2,120
Less: operating lease liabilities - current portion	550	$ 486
Operating lease liabilities - non-current portion	$ 1,570	$ 2,120

Capital Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Mar. 31, 2024	Mar. 31, 2023
Common stock reserved for future issuance (in shares)	75,102,420	1,810,310
Common stock authorized but not reserved (in shares)	222,872,371
Issuance of common stock upon exercise of outstanding stock options under the Amended and Restated 2016 Stock Incentive Plan and the Amended and Restated 2019 Omnibus Equity Incentive Plan
Common stock reserved for future issuance (in shares)	815,357	702,545
Equity awards available under the Amended and Restated 2019 Omnibus Equity Incentive Plan
Common stock reserved for future issuance (in shares)	466,438	179,260
Shares available for issuance under the 2019 Employee Stock Purchase Plan
Common stock reserved for future issuance (in shares)	19,480	24,322
Shares reserved under the Sales Agreement
Common stock reserved for future issuance (in shares)	29,060,003	858,498
Warrant
Common stock reserved for future issuance (in shares)	44,741,142	45,685

Description of Business	12 Months Ended
Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Overview Vistagen Therapeutics, Inc., a Nevada corporation (Vistagen, the Company, we, our, or us), is a clinical-stage biopharmaceutical company pioneering neuroscience to deliver differentiated therapies for psychiatric and neurological disorders. The majority of our clinical-stage product candidates belong to a new class of drugs known as pherines, which have the potential to rapidly deliver meaningful efficacy with a differentiated safety profile. Pherines are investigational neuroactive nasal sprays with innovative proposed mechanisms of action that activate chemosensory neurons in the nasal passages to impact fundamental neural circuits in the brain without the need for systemic absorption or binding to receptors in the brain. Our clinical-stage neuroscience pipeline also includes an investigational oral prodrug candidate with the potential to inhibit, but not block, NMDA receptor activity. We are passionate about transforming what is possible in the treatment of anxiety, depression, and other neuroscience disorders.

Income Taxes - Reconciliation of Income Tax Expense (Details)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Computed expected tax benefit	(21.00%)	(21.00%)
State income taxes, net of federal benefit	0.00%	0.00%
Tax effect of warrant modifications	0.00%	0.03%
Tax effect of research and development credits	0.00%	(0.78%)
Tax effect of stock compensation	1.11%	0.50%
Tax effect of other non-deductible items	0.03%	1.27%
Expired net operating loss carryforwards	0.92%	0.17%
Change in valuation allowance (federal only)	18.45%	18.57%
All other	0.49%	1.24%
Income tax expense	0.00%	0.00%

Sublicense and Collaborative Agreements

12 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Sublicense and Collaborative Agreements

The following table presents changes in the balances of receivables and contract liabilities related to strategic collaboration agreements during the year ended March 31, 2024 (in thousands):


	Balance at March 31, 2023		Additions		Deductions		Balance at March 31, 2024
Contract assets:
Deferred contract acquisition costs	$	285	$	—	$	(81)	$	204
Contract liabilities:
Deferred revenue	$	3,029	$	1,500	$	(1,064)	$	3,465

AffaMed Agreement

On June 24, 2020, we entered into a license and collaboration agreement with EverInsight Therapeutics Inc. (EverInsight). Subsequent to entering into the agreement with EverInsight, in October 2020, EverInsight merged with AffaMed Therapeutics, Inc., which as a combined entity is focusing on developing and commercializing therapeutics to address ophthalmologic and neurological disorders in Greater China (which includes Mainland China, Hong Kong, Macau and Taiwan) and beyond. Accordingly, we are now referring to EverInsight as AffaMed and the agreement originally entered into with EverInsight as the AffaMed Agreement. Under the AffaMed Agreement, we granted AffaMed an exclusive license to develop and commercialize fasedienol for SAD and other anxiety-related disorders in Greater China, South Korea and Southeast Asia (which includes Indonesia, Malaysia, Philippines, Thailand and Vietnam) (collectively, the Territory). We retain exclusive development and commercialization rights for fasedienol in the U.S. and throughout the rest of the world.

Under the terms of the AffaMed Agreement, AffaMed is responsible for all costs related to developing, obtaining regulatory approval of, and commercializing fasedienol for treatment of SAD, and potentially other anxiety-related indications, in the Territory. A joint development committee has been established between AffaMed and us to coordinate and review the development and commercialization plans with respect to fasedienol in the Territory.

We are responsible for pursuing clinical development and regulatory submissions of fasedienol for acute treatment of anxiety in adults with SAD, and potentially other anxiety-related indications, in the United States on a ‘‘best efforts’’ basis, with no guarantee of success. AffaMed may participate in the Phase 3 global clinical trial of fasedienol and will assume all direct costs and expenses of conducting such clinical trial in the Territory and a portion of the indirect costs of a global trial in which they participate. We will transfer all development data (nonclinical and clinical data) and our regulatory documentation related to fasedienol throughout the term as it is developed or generated or otherwise comes into our control. We will grant to AffaMed a Right of Reference to our regulatory documentation and our development data.

Under the terms of the AffaMed Agreement, AffaMed paid us a non-refundable upfront license payment of $5.0 million in August 2020. Additionally, upon successful development and commercialization of fasedienol in the Territory, we are eligible to receive milestone payments of up to $172.0 million. Further, we are eligible to receive royalty payments on a country-by-country basis on net sales for the later of ten years or the expiration of market or regulatory exclusivity in the jurisdiction, except that payments will be reduced on a country-by-country basis in the event that there is no market exclusivity in the period. Royalty payments may also be reduced if there is generic competitive product in the period.

We have determined that we have one combined performance obligation for the license to develop and commercialize fasedienol in the Territory and related development and regulatory services. In addition, AffaMed has an option that may create manufacturing obligations for us during development if exercised by AffaMed. This option for manufacturing services was evaluated and determined not to include a material right.

Development and commercialization milestones were not considered probable at inception and therefore were excluded from the initial transaction price. The royalties were excluded from the initial transaction price because they relate to a license of intellectual property and are subject to the royalty constraint.

We recognize revenue as the combined performance obligation is satisfied over time using an output method. Significant management judgment is required to determine the level of effort attributable to the performance obligation included in the AffaMed Agreement and the period over which we expect to complete our performance obligation under the arrangement. The performance period or measure of progress was estimated at the inception of the arrangement and is re-evaluated in subsequent reporting periods. This re-evaluation may shorten or lengthen the period over which we recognize revenue. Because our PALISADE-1 trial did not meet its primary efficacy endpoint and due to the resulting anticipated delay in subsequent clinical and regulatory processes for fasdienol, at September 30, 2023, we estimated that our performance obligation under the AffaMed Agreement will be completed at the end of calendar 2026 rather than mid-calendar 2024. We have not subsequently revised our estimate, however, we will further adjust our estimates, as necessary, in subsequent periods as we obtain additional information on which to base our projections, including our ability to finance future clinical trials and satisfy other NDA-enabling requirements and/or our prospects for partnering future development of fasedienol in SAD with other entities. Contract acquisition costs and deferred revenue was $0.2 million and $2.8 million, respectively, as of March 31, 2022. As a result of the change in our estimate of the time required to complete our performance obligation, we recorded a cumulative catch-up adjustment for the quarter ending September 30, 2022 pursuant to which we de-recognized $0.9 million of previously recognized revenue, resulting in a $0.2 million net de-recognition of income for the year ended March 31, 2023. During the year ended March 31, 2024, we recognized revenue of $0.9 million related to the performance obligation under the AffaMed Agreement, all of which was included in the liability balance at the beginning of the period. At March 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligation (deferred revenue) is $2.2 million which will be recognized as revenue as our performance obligation is completed.

Contract Acquisition Costs

During the quarter ended September 30, 2020, we made cash payments aggregating $0.4 million for sublicense fees, which we were obligated to make pursuant to our fasedienol license from Pherin, and fees for consulting services exclusively related to the AffaMed Agreement. Additionally, on June 24, 2020, we issued 7,788 unregistered shares of our common stock, valued at $0.1 million, as partial compensation for consulting services exclusively related to the AffaMed Agreement. These sublicense fees and consulting payments and the fair value of the common stock issued, aggregating $0.5 million, were capitalized as deferred contract acquisition costs in our Consolidated Balance Sheets. Similar to the related deferred revenue, capitalized contract acquisition costs are amortized over the periods during which we expect to satisfy the performance obligation under the AffaMed Agreement. As with deferred revenue, we recorded a cumulative catch-up adjustment in September 2023 pursuant to which we reversed $0.1 million of previously recognized contract acquisition cost expense related to the reassessment of the timeline for satisfying our performance obligation. Amortization expense related to the contract acquisition costs was immaterial for the years ended March 31, 2024 and 2023.

Unless earlier terminated due to certain material breaches of the contract, or otherwise, the AffaMed Agreement will expire on a jurisdiction-by-jurisdiction basis until the latest to occur of the expiration of the last valid claim under a licensed patent of fasedienol in such jurisdiction, the expiration of regulatory exclusivity in such jurisdiction or ten years after the first commercial sale of fasedienol in such jurisdiction.

Fuji Pharma Agreement

On September 1, 2023, we entered into an Exclusive Negotiation Agreement (the Negotiation Agreement) with Fuji Pharma Co., Ltd. (Fuji Pharma), a Tokyo Stock Exchange-listed, Japan-based pharmaceutical company. Pursuant to the terms and conditions of the Negotiation Agreement, we agreed, for a limited period of time, to negotiate exclusively with Fuji Pharma for a potential exclusive license agreement to develop and commercialize our PH80 product candidate in Japan (the Potential Definitive Agreement). The Negotiation Agreement provides for an exclusive negotiation period beginning on the date of formal written notice being received by Fuji Pharma that we have selected a contract development and manufacturing organization to conduct preclinical toxicology studies for the product candidate (the Payment Event), and terminating on the later to occur of (i) fourteen (14) months from the date of the Payment Event or (ii) ninety (90) days from the date that the U.S. Food and Drug Administration accepts an Investigational New Drug application for PH80 for the treatment of vasomotor symptoms (hot flashes) due to menopause (the Exclusive Negotiation Period).

As consideration for the Exclusive Negotiation Period, Fuji Pharma agreed to make a payment to us of $1.5 million (the Purchase Price), payable upon occurrence of the Payment Event. The Payment Event occurred in October 2023, and we received payment of the Purchase Price in full in November 2023. The Purchase Price is non-refundable, except upon a material breach of the Negotiation Agreement by the Company; however, should the Company and Fuji Pharma enter into

the Potential Definitive Agreement, the Purchase Price will be creditable against any upfront fee due in connection with the execution of such agreement. Neither the Company nor Fuji Pharma is obligated to enter into the Potential Definitive Agreement, and if the Company and Fuji Pharma have not entered into the Potential Definitive Agreement on or before the end of the Exclusive Negotiation Period, either the Company or Fuji Pharma may terminate any further negotiations.

During the year ended March 31, 2024, we recognized an immaterial amount of revenue, at the inception of the Negotiation Agreement. The remaining deferred revenue under the Negotiation Agreement will be recognized upon termination of the Exclusive Negotiation Period, which is currently expected in April 2025, or accounted for as a creditable prepayment under ASC 606, should an exclusive license agreement be reached with Fuji Pharma prior to the date of termination. Remaining deferred revenue under the Negotiation Agreement of $1.3 million is reflected as non-current on the consolidated balance sheets as of March 31, 2024.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	325,000,000	325,000,000
Common stock, shares issued (in shares)	27,029,731	7,315,583
Treasury stock, shares (in shares)	4,522	4,522

Fair Value Measurements (Details) - Recurring - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities measured at fair value	$ 0.0	$ 0.0
Level 1 \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in money market funds	$ 115.3	$ 5.0

Note Payable	12 Months Ended
Note Payable	Mar. 31, 2024
Debt Disclosure [Abstract]
Notes Payable	Note Payable In May 2023, we executed a 7.43% promissory note in the principal amount of $0.9 million in connection with certain insurance policy renewal premiums. The note was payable in monthly installments of $0.1 million, including principal and interest, through February 2024. We paid this note in full in August 2023. In May 2022, we executed a 3.88% promissory note in the principal amount of $1.1 million in connection with certain insurance policy premiums. The note was payable in monthly installments of $0.1 million, including principal and interest, and we paid this note in full in April 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

We had no current or deferred federal and state income tax expense or benefit for the year ended March 31, 2024, because we generated net operating losses, and currently management does not believe it is more likely than not that the net operating losses will be realized.

Income tax expense (benefit) differed from the amounts computed by applying the statutory federal income tax rate of 21% to pretax income (loss) as a result of the following:


	Year Ended March 31,
	2024		2023

Computed expected tax benefit	(21.00)	%	(21.00)	%
State income taxes, net of federal benefit	0.00	%	0.00	%
Tax effect of warrant modifications	0.00	%	0.03	%
Tax effect of research and development credits	0.00	%	(0.78)	%
Tax effect of stock compensation	1.11	%	0.50	%
Tax effect of other non-deductible items	0.03	%	1.27	%
Expired net operating loss carryforwards	0.92	%	0.17	%
Change in valuation allowance (federal only)	18.45	%	18.57	%
All other	0.49	%	1.24	%
Income tax expense	0.00	%	0.00	%

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows (in thousands):


	March 31,
	2024		2023
Deferred tax assets:
Net operating loss carryovers	$	46,463	$	43,603
Basis differences in property and equipment	-		—
Research and development credit carryforwards	—		3,591
Stock based compensation	2,962		2,986
Operating lease Right-of-Use asset	64		73
Capitalized research and development costs	10,188		8,215
Deferred revenue	460		643
Accruals and reserves	404		146
Total deferred tax assets	60,541		59,256
Valuation allowance	(60,521)		(59,251)
Total deferred tax assets net of valuation allowance	20		5
Deferred tax liabilities:
Basis differences in property and equipment	(20)		(5)
Total deferred tax liabilities	(20)		(5)
Net deferred tax asset (liability)	$	-	$	-

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $1.3 million and $10.6 million during the fiscal years ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, we had U.S. federal net operating loss carryforwards of approximately $208.0 million. Federal net operating loss carryforwards of approximately $82.8 million generated through our fiscal year ended March 31, 2018 will expire in our fiscal years ending March 31, 2025 through March 31, 2038. Federal net operating loss carryforwards of approximately $125.2 million generated in fiscal years ending after March 31, 2018 will carry forward indefinitely, but are subject to an 80% taxable income limitation. As of March 31, 2024, we had state net operating loss carryforwards of approximately $65.8 million, which will expire in fiscal years ending in 2029 through 2043. We also have federal and state research and development tax credit carryforwards of approximately $3.3 million and $1.6 million, respectively. The federal tax credits will expire at various dates beginning with our fiscal year ending March 31, 2029, unless previously utilized. The state tax credits do not expire and will carry forward indefinitely until utilized.

The Tax Cuts and Jobs Act of 2017 (TCJA) made a significant change to Internal Revenue Code Section 174 that went into effect for taxable years beginning after December 31, 2021. The change eliminated the ability to currently deduct research and development costs. Instead, these costs must be capitalized and amortized. As a result, we capitalized research and development costs of approximately $19.4 million for tax purposes for the year ended March 31, 2024.

U.S. federal and state tax laws include substantial restrictions on the utilization of net operating loss carryforwards in the event of a change in a corporation's ownership. We have not performed a change in ownership analysis since our inception in 1998, and accordingly, some or all of our net operating loss carryforwards may not be available to offset future taxable income, if any.

We file income tax returns in the U.S. federal, and various U.S. state jurisdictions. We are subject to U.S. federal and state income tax examinations by tax authorities for tax years 2004 through 2024 due to net operating losses that are being carried forward for tax purposes, but we are not currently under examination by tax authorities in any jurisdiction.

Uncertain Tax Positions

Our unrecognized tax benefits at March 31, 2024 and 2023 relate entirely to research and development tax credits. The total amount of unrecognized tax benefits at March 31, 2024 and 2023 is $4.9 million and $1.3 million, respectively. If recognized, none of the unrecognized tax benefits would impact our effective tax rate. The following table summarizes the activity related to our unrecognized tax benefits (in thousands):


	Year Ended March 31,
	2024		2023
Unrecognized benefit - beginning of period	$	1,283	$	1,088
Prior period position increases (decreases)	3,648		—
Current period tax position increases	—		195
Unrecognized benefit - end of period	$	4,931	$	1,283

Our policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. We incurred no interest or penalties related to unrecognized tax benefits in the years ended March 31, 2024 or 2023. We do not anticipate any significant changes in our uncertain tax positions within twelve months of this reporting date.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

A summary of the Company’s stock option activity for the year ended March 31, 2024 is as follows (in thousands, except share and per share data and years):


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2023	702,691	$	37.76	7.2	$	5
Granted	116,666	$	4.62
Exercised	—	$	—
Forfeited	(3,576)	$	19.27
Expired	(424)	$	84.55
Outstanding at March 31, 2024	815,357	$	33.07	6.7	$	165
Exercisable at March 31, 2024	609,986	$	39.48	5.9	$	68
Vested and expected to vest as of March 31, 2024	815,357	$	33.07	6.7	$	165

Schedule of Fair Value of Stock Options Assumptions

The fair value of stock options was estimated using the following assumptions (excluding option modifications):


	Year Ended December 31,
	2024	2023
Risk-free interest rate	3.9% - 4.6%	2.6% - 4.1%
Expected term (years)	2.53 - 6.08	5.20 - 6.54
Expected stock price volatility	129.0% - 176.6%	79.1% - 191.7%
Dividend yield	—	—

Schedule of Stock-Based Compensation Expense Recognized

Stock-based compensation expense recognized for all equity awards has been included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended March 31,
	2024		2023

Research and development expense	$	1,174	$	1,365
General and administrative expense	1,008		1,972
Total stock-based compensation expense	$	2,182	$	3,337

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table summarizes the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because their inclusion would be anti-dilutive:


	As of March 31,
	2024	2023
Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan	815,357	702,545
Outstanding warrants to purchase common stock	20,604,794	45,685
Total	21,420,151	748,230

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 2,182	$ 3,337
Research and development expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,174	1,365
General and administrative expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,008	$ 1,972

Capital Stock - Reverse Split of Common Stock (Details)	Jun. 06, 2023	Mar. 31, 2024 $ / shares shares	Mar. 31, 2023 $ / shares shares
Equity [Abstract]
Reverse stock split	0.0333
Common stock, shares authorized (in shares) \| shares		325,000,000	325,000,000
Preferred stock, shares authorized (in shares) \| shares		10,000,000	10,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001	$ 0.001
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.001	$ 0.001

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease for Office Equipment Fully-depreciated
Property, Plant and Equipment [Line Items]
Depreciation	$ 127	$ 130

Stock-Based Compensation - Schedule of Fair Value of Options Granted (Details) - Options	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.90%	2.60%
Expected term (years)	2 years 6 months 10 days	5 years 2 months 12 days
Volatility	129.00%	79.10%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.60%	4.10%
Expected term (years)	6 years 29 days	6 years 6 months 14 days
Volatility	176.60%	191.70%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
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+ Details

Property and Equipment, Net (Tables)

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of March 31,
	2024		2023
Laboratory equipment	$	1,242	$	1,235
Tenant improvements	214		214
Office furniture and equipment	22		40
Manufacturing equipment	211		211
	1,689		1,700
Accumulated depreciation and amortization	(1,254)		(1,193)
Property and equipment, net	$	435	$	507

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions					12 Months Ended
	Apr. 03, 2024 $ / shares shares	Jun. 06, 2023	Sep. 12, 2022 shares	Sep. 05, 2019 shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Sep. 17, 2021 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)					116,666
Reverse stock split		0.0333
Granted (in dollars per share) \| $ / shares					$ 4.62
Expiration period					10 years
Weighted average grant date fair value (in dollars per share) \| $ / shares					$ 4.40	$ 8.10
Total fair value of options vested \| $					$ 2.3	$ 3.5
Aggregate intrinsic value of options exercised \| $					0.0	0.1
Total compensation cost not yet recognized \| $					$ 2.1
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period					10 years
Vesting period					4 years
Unrecognized share-based compensation cost, period of recognition					1 year 7 months 6 days
Number of shares affected (in shares)			44,071
Exercise period extension			90 days
Incremental expense \| $						$ 0.1
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period					4 years
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)				33,334
Number of remaining shares available for grant (in shares)					19,480
ESPP maximum eligible earnings withheld contribution percentage				15.00%
Fair value of common stock percentage				85.00%
Issued (in shares)					4,843	5,167
Offering period				6 months
The 2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)				0
The 2019 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of authorized shares transferred (in shares)				46,280
The Amended 2019 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)							600,000
Number of remaining shares available for grant (in shares)					466,438
The Amended 2019 Plan \| Employee \| Subsequent Event
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	436,000
Granted (in dollars per share) \| $ / shares	$ 5.38

Capital Stock (Tables)

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Common Stock Warrants Outstanding

At March 31, 2024, the following common stock warrants were outstanding:


Number of common shares underlying warrants	Exercise price per share		Expiration date
33,334	$	15.000	12/9/2024
12,352	$	21.900	7/25/2025
3,577,240	$	0.001	N/A
9,294,022	$	5.380	(a)
11,265,086	$	8.877	10/4/2028

(a) The warrants will expire 60 days after the later of (i) the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-3 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with SAD and (ii) the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the top-line data for its PALISADE-4 Phase 3 clinical trial of fasedienol for the acute treatment of anxiety in adults with SAD.

Schedule of Common Stock Reserved for Future Issuance

The Company had the following shares of common stock reserved for future issuance:


	As of March 31, 2024
	2024	2023
Issuance of common stock upon exercise of outstanding stock options under the Amended and Restated 2016 Stock Incentive Plan and the Amended and Restated 2019 Omnibus Equity Incentive Plan	815,357	702,545
Issuance of common stock upon exercise of outstanding warrants	44,741,142	45,685
Equity awards available under the Amended and Restated 2019 Omnibus Equity Incentive Plan	466,438	179,260
Shares available for issuance under the 2019 Employee Stock Purchase Plan	19,480	24,322
Shares reserved under the Sales Agreement	29,060,003	858,498
	75,102,420	1,810,310

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Accumulated deficit	$ 356,214	$ 326,852
Cash and cash equivalents	$ 119,166	$ 16,638
Expiration period	10 years
Number of reportable segments \| segment	1
Options
Property, Plant and Equipment [Line Items]
Dividend yield	0.00%	0.00%
Expiration period	10 years
Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life (Year)	10 years
Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life (Year)	3 years

Leases (Tables)

12 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Lease Cost

The following table summarizes the effect of operating lease costs in our consolidated statements of operations (in thousands):


	Year Ended March 31,
	2024		2023
Operating lease cost	$	645	$	645
Variable lease costs	246		207
Total lease cost	$	891	$	852

Schedule of Future Lease Payments for Non-Cancellable Operating Leases

Maturities of lease liabilities as of March 31, 2024 were as follows (in thousands):


Year ending March 31,	Amount
2025	$	710
2026	732
2027	753
2028	254
Thereafter	—
Total minimum lease payments	2,449
Less: amount representing interest	(329)
Present value of operating lease liabilities	2,120
Less: operating lease liabilities - current portion	550
Operating lease liabilities - non-current portion	$	1,570

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (29,362)	$ (59,248)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, those relating to stock-based compensation, revenue recognition, research and development expenses, determination of right-of-use assets under lease transactions and related lease obligations, and the assumptions used to value warrants. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may materially differ from these estimates and assumptions.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the nature of the instruments held in the depository institutions.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are considered to be highly liquid investments with maturities of three months or less at the date of purchase. Cash equivalents primarily represent funds invested in readily available money market accounts. As of March 31, 2024, we had cash and cash equivalents balances deposited at multiple major financial institutions.
Property and Equipment	Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to ten years, or the remaining term of the lease).
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets We evaluate our long-lived assets, which consist of property and equipment, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. To date, we have not recorded any impairment losses on long-lived assets.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs include registration expenses related to our current registration statement on SEC Form S-3, which became effective on February 29, 2024, and expenses related to the Sales Agreement (as described in Note 8, Capital Stock). These expenses consist primarily of legal, accounting, SEC filing fees, and, as appropriate, Nasdaq filing fees. Upon the completion or partial completion of an applicable equity offering, the deferred expenses are charged to additional paid-in capital. If there are any deferred offering costs remaining at the expiration of our current registration statement on SEC Form S-3 or the equity financing agreement, or if the financing is abandoned, terminated or significantly delayed, such costs are charged to expense.
Revenue Recognition	Revenue Recognition Under ASC Topic 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to a customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct combined performance obligation is identified. We then allocate the transaction price (that is, the amount of consideration we expect to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognize the associated revenue when (or as) each performance obligation is satisfied. Our estimate of the transaction price for each contract includes all variable consideration to which we expect to be entitled, subject to the constraint on variable consideration. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized at the contract level is not significant. License Rights — If the license to our intellectual property (IP) is determined to be distinct from the other promises or performance obligations identified in the arrangement, which generally include research and development services, we recognize revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a license is distinct from the other promises, we consider relevant facts and circumstances of each arrangement, including the research and development capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, we consider whether the collaboration partner can benefit from the license for its intended purpose without the receipt of the remaining promises, whether the value of the license is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises and whether it is separately identifiable from the remaining promises. For licenses that are combined with other promises, we utilize judgment to assess the nature of the combined performance obligation and whether the license is the predominant promise within the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. If the license is the predominant promise, and it is determined that the license represents functional IP, revenue is recognized at the point in time when control of the license is transferred. If it is determined that the license does not represent functional IP, revenue is recognized over time using an appropriate method of measuring progress. Customer Options — Our arrangements may provide a collaborator with the right to acquire additional goods or services in the future. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the additional goods and services underlying the customer options are evaluated in order to determine if these additional goods or services are distinct from those included as a performance obligation at the outset of the arrangement. If the additional services are not determined to be distinct, the variable consideration pertaining to the customer option is added to the initial transaction price at the time in which the option exercise becomes probable. Any such adjustments to the transaction price are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. If the additional services are distinct, we evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. Material rights are recognized as a separate performance obligation at the inception of the arrangement. We allocate the transaction price to material rights based on the relative stand-alone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires. Milestone Payments — At the inception of an arrangement that includes development milestone payments, we evaluate whether the milestones are considered likely to be achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue recognized would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control, such as regulatory approvals, are not considered probable to be achieved until those approvals are received. We evaluate factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, we reevaluate the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties — For arrangements that include sales-based royalties, including milestone payments based on a level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any royalty revenue resulting from licensing agreements. Amounts due to us for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the collaboration agreements are recorded as accounts receivable on the consolidated balance sheets. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue. Amounts expected to be recognized as revenue within the one year following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the one year following the balance sheet date are classified as deferred revenue, net of current portion.
Research and Development Expenses	Research and Development Expenses Research and development expenses are composed of both internal and external costs. Internal costs include salaries and employment-related expenses, including stock-based compensation expense, of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and nonclinical development programs and are charged to expense as incurred. We also record accruals for estimated ongoing clinical trial costs. Clinical trial costs primarily represent costs incurred by contract research organizations (CROs) and clinical trial sites. We analyze the progress of the clinical trial, including levels of subject enrollment, invoices received and contracted costs when evaluating the adequacy of accrued liabilities. In accruing for these services, we estimate the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers and our estimates of accrued expenses based on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly.
Income Taxes	Income Taxes We account for income taxes using the asset and liability approach promulgated by ASC 740, Income Taxes, for financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce the deferred tax assets to an amount expected to be realized. Uncertain tax positions, for which our assessment is that there is a more than 50% probability of sustaining the position upon challenge by a taxing authority based on its technical merits, are subject to certain recognition and measurement criteria. The nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial. We develop our cumulative probability assessment of the measurement of uncertain tax positions using internal experience, judgment and assistance from our professional advisors. We re-evaluate these uncertain tax positions on a quarterly basis based on a number of factors including, but not limited to, changes in facts or circumstances, changes in tax law, and effectively settled issues under audit and new audit activity. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
Leases	Leases At the inception of a contractual agreement, we determine whether the contract is or contains a lease, by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, we record the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. When determining the lease term, we include options to extend or terminate the lease when it is reasonably certain, at inception, that we will exercise that option. Additionally, we evaluate leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. Operating lease assets represent our right to use an underlying asset for the lease term (Right-of-use assets) and operating lease liabilities represent our obligation to make lease payments arising from the lease. The lease payments used to determine our operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation, when determinable, and are recognized in determining our Right-of-use assets. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheets at the commencement date of the lease based on the present value of lease payments over the expected lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. Variable lease payments are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance costs for our facility lease; and are expensed when incurred. Operating right-of-use assets are reflected in right-of-use assets in the accompanying balance sheets. Operating lease liabilities are reflected in operating lease obligations, current and non-current in the accompanying balance sheets. Financing leases, formerly referred to as capitalized leases, are treated similarly to operating leases except that the asset subject to the lease is included in the appropriate fixed asset category, rather than recorded as a Right-of-use asset, and depreciated over its estimated useful life, or lease term, if shorter.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation (ASC 718) and is measured at the grant date fair value for employee, officer, director and non-employee equity awards and is recognized over the requisite service period, which is generally the vesting period. The Company recognizes forfeitures as they occur. Stock-based compensation is classified in the Consolidated Statements of Operations and Comprehensive Loss in the same manner in which the recipient's payroll or fees are classified. The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, expected term of the option before exercise, expected volatility of our common stock, risk-free interest rate and expected dividend. Options granted have a maximum contractual term of ten years. We have limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is estimated based on the average historical volatility of our own common stock. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. We have historically not declared or paid any dividends and we do not currently expect to do so in the foreseeable future, and therefore have estimated the dividend yield to be zero.
Fair Value Measurements	Fair Value Measurements Financial assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price we would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. •Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. •Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. •Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
Warrants Issued In Connection with Equity Financing	Warrants Issued in Connection with Equity Financing We evaluate the appropriate balance sheet classification of warrants we issue as either equity or as a derivative liability. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (ASC 815-40), we classify a warrant as equity if it is “indexed to the Company’s equity” and meets several specific conditions for equity classification. A warrant is not considered “indexed to the Company’s equity,” in general, when it contains certain types of exercise contingencies or potential adjustments to its exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities from Equity or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheets at fair value with any changes in its fair value recognized immediately in the Statements of Operations and Comprehensive Loss. At March 31, 2024 and 2023 all of our outstanding warrants were classified as equity.
Comprehensive Loss	Comprehensive Loss We have no components of other comprehensive loss other than net loss, and accordingly, our comprehensive loss is equivalent to our net loss for the periods presented.
Net Loss Per Share	Net Loss Per Share We calculate basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Certain warrants participate in distributions of the Company. The Pre-Funded Warrants associated with the October 2023 Public Offering (see Note 8 below) are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price. The net loss attributable to common stockholders is not allocated to the warrant holders as the holders of warrants do not have a contractual obligation to share in losses. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, including outstanding warrants to purchase common stock and outstanding stock options under the Company’s equity incentive plan, have been excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position.
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We manage our operations as a single reportable segment for the purposes of assessing performance and making operating decisions.
Related Parties	Related Parties Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. ASC 850, Related Party Disclosures (ASC 850) requires that transactions with related parties that would make a difference in decision-making shall be disclosed so that users of the financial statements can evaluate their significance.
Recently Adopted Accounting Principles and Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Principles In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11. The standard amended the impairment model requiring that credit losses be reported using an expected losses model rather than the incurred losses model. For available-for-sale debt securities with expected credit losses, this standard requires allowances to be recorded instead of reducing the amortized cost of the investment. We adopted ASU 2016-13, and related updates, using modified retrospective approach on April 1, 2023. The adoption had an immaterial impact on our financial statements and related disclosures. Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this guidance on our financial statements. Although there were several other new accounting pronouncements issued or proposed by the FASB, we do not believe any of those accounting pronouncements have had or will have a material impact on our financial position or operating results.

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit
Beginning balance (in shares) at Mar. 31, 2022		6,889,400
Beginning balance at Mar. 31, 2022	$ 64,716	$ 7	$ 336,281	$ (3,968)	$ (267,604)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,336		3,336
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan (in shares)		5,167
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan	$ 63		63
Net proceeds from exercise of stock options for cash (in shares)	3,646
Issuance of common stock upon exercise of options (cashless) (in shares)		3,700
Issuance of common stock upon exercise of options for cash	$ 104		104
Increase in fair value attributed to warrant modifications	$ 78		78
Fair value of common stock issued for acquisition of Pherin Pharmaceuticals, Inc. as an asset acquisition, net of registration expenses (in shares)	413,670
Fair value of common stock issued for acquisition of Pherin Pharmaceuticals, Inc. as an asset acquisition, net of registration expenses	$ 3,031		3,031
Net loss	(59,248)				(59,248)
Ending balance (in shares) at Mar. 31, 2023		7,315,583
Ending balance at Mar. 31, 2023	12,080	$ 7	342,893	(3,968)	(326,852)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,182		2,182
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan (in shares)		4,843
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan	$ 8		8
Issuance of common stock upon exercise of options (cashless) (in shares)	0
Issuance of common stock under Open Market Sale Agreement, net of issuance costs (in shares)		4,698,495
Issuance of common stock under Open Market Sale Agreement, net of issuance costs	$ 35,899	$ 5	35,894
Issuance of common stock and pre-funded warrants through public offering, net of issuance costs (in shares)	15,010,810
Issuance of common stock and pre-funded warrants through public offering, net of issuance costs	$ 93,479	$ 15	93,464
Net loss	(29,362)				(29,362)
Ending balance (in shares) at Mar. 31, 2024		27,029,731
Ending balance at Mar. 31, 2024	$ 114,286	$ 27	$ 474,441	$ (3,968)	$ (356,214)

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Current assets:
Cash and cash equivalents	$ 119,166	$ 16,638
Prepaid expenses and other current assets	1,432	802
Deferred contract acquisition costs - current portion	74	67
Total current assets	120,672	17,507
Property and equipment, net	435	507
Right-of-use asset - operating lease	1,820	2,260
Deferred offering costs	495	496
Deferred contract acquisition costs - non-current portion	130	218
Security deposits	101	101
Total assets	123,653	21,089
Current liabilities:
Accounts payable	1,547	2,473
Accrued expenses	2,235	796
Note payable	0	105
Deferred revenue - current portion	791	714
Less: operating lease liabilities - current portion	550	486
Total current liabilities	5,123	4,574
Deferred revenue - non-current portion	2,674	2,315
Operating lease liabilities - non-current portion	1,570	2,120
Total liabilities	9,367	9,009
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at March 31, 2024 and March 31, 2023; no shares outstanding at March 31, 2024 and March 31, 2023	0	0
Common stock, $0.001 par value; 325,000,000 shares authorized at March 31, 2024 and March 31, 2023; 27,029,731 and 7,315,583 shares issued at March 31, 2024 and March 31, 2023, respectively	27	7
Additional paid-in capital	474,441	342,893
Treasury stock, at cost, 4,522 shares of common stock held at March 31, 2024 and March 31, 2023	(3,968)	(3,968)
Accumulated deficit	(356,214)	(326,852)
Total stockholders’ equity	114,286	12,080
Total liabilities and stockholders’ equity	$ 123,653	$ 21,089

Related Party Transactions	12 Months Ended
Related Party Transactions	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions In August 2023, in connection with his retirement, we entered into a consulting agreement with our former Chief Financial Officer, Jerrold D. Dotson, to assist in transition matters related to the employment of our new Chief Financial Officer. During the year ended March 31, 2024, we recorded expense under the agreement of $170,000. In January 2022, we entered into a consulting agreement with FitzPatrick Co. LLC, a consulting firm for which Margaret FitzPatrick, an independent member of our Board of Directors, is Managing Director, to provide corporate development and public relations advisory services. The consulting agreement, as amended, was set to expire on December 31, 2023. However, the Company and FitzPatrick Co. LLC mutually agreed to conclude the term of the FitzPatrick Co. Consulting Agreement effective October 1, 2023, as all matters set forth in the statement of work were completed as of that date. We recorded expense of $70,000 and $170,000 for the years ended March 31, 2024 and 2023, respectively. In November 2022, Ann Cunningham resigned as our Chief Commercial Officer to serve full-time as Managing Partner of i3 Strategy Partners, a pharmaceutical consulting firm founded by Ms. Cunningham. i3 Strategy Partners began providing commercial planning advisory services to us pursuant to a consulting agreement, dated November 2022. The consulting agreement expired on March 31, 2024. We recorded expense under the consulting agreement of $200,000 and $120,000 for the years ended March 31, 2024 and 2023, respectively. Ms. Cunningham remains a member of our Board of Directors.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Capital Stock

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

Capital Stock

Common Stock

October 2023 Public Offering

On October 2, 2023, we completed an underwritten public offering (the October 2023 Public Offering), whereby we offered and sold, for gross proceeds of approximately $100,000,000, a total of 15,010,810 shares of our common stock and, to certain investors, 3,577,240 pre-funded warrants to purchase up to 3,577,240 shares of common stock in lieu of shares of common stock (the Pre-Funded Warrants). Each share of common stock and/or Pre-Funded Warrant was issued together with a ratably allocated portion of both warrants to purchase up to 9,294,022 shares of common stock (or pre-funded warrants to purchase up to 9,294,022 shares of common stock in lieu thereof) with an exercise price of $5.38 per share (the T1 Warrants) and warrants to purchase 11,265,086 shares of common stock (or pre-funded warrants to purchase up to 11,265,086 shares of common stock in lieu thereof) with an exercise price of $8.877 per share (the T2 Warrants). The combined offering price for each share of common stock, accompanying T1 Warrant and accompanying T2 Warrant was $5.38. The combined offering price per Pre-Funded Warrant, accompanying T1 Warrant and accompanying T2 Warrant was $5.379. The securities were issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-254299) and a related prospectus supplement filed with the SEC on October 3, 2023. The October 2023 Public Offering closed on October 4, 2023. The net proceeds to us from the October 2023 Public Offering were approximately $93.5 million, after deducting expenses related to the offering, including commissions, legal expenses and other offering costs.

The Pre-Funded Warrants, T1 Warrants and T2 Warrants are exercisable, only at the option of the holder, at any time after October 4, 2023. Holders of Pre-Funded Warrants, T1 Warrants, and T2 Warrants are entitled to receive dividends, if declared, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock. We may not effect the exercise of any Pre-Funded, T1 Warrant, or T2 Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded, T1 or T2 Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the holder of such warrant (together with its affiliates) to exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. However, any holder may increase or decrease such percentage to any other percentage (not to exceed 19.99% if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to us subject to the terms of the respective warrant agreement.

We evaluated the terms of the warrants issued and determined that they should be classified as equity instruments within additional paid-in capital.

Open Market Sale Agreement

In May 2021, we entered into an Open Market Sale AgreementSM (the Sales Agreement) with Jefferies LLC, as sales agent (Jefferies), with respect to an at-the-market offering program (the ATM) under which we may, at our sole discretion, offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $75.0 million (the Shares) through Jefferies. We will pay Jefferies a commission of up to three percent (3.0%) of the aggregate gross proceeds from any sales of the Shares under the Sales Agreement. If and when we direct Jefferies to offer and sell Shares under the Sales Agreement, Jefferies may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including block transactions, sales made directly on the Nasdaq Capital Market or any other trading market for our common stock. In addition, with our consent, Jefferies may sell the Shares in negotiated transactions. Under certain circumstances, we may instruct Jefferies not to sell the Shares if the sales cannot be effected at or above the price we may designate from time to time. Pursuant to our registration statement on SEC Form S-3, filed on February 13, 2024 and declared effective on February 29, 2024, we may now, at our option, offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $100.0 million through Jefferies as our sales agent.

During the years ended March 31, 2024 and 2023, we sold an aggregate of 4,698,495 and no shares, respectively, under the Sales Agreement, for net proceeds of $36.2 million and $0, respectively. As of March 31, 2024, $100.0 million of common stock remained available for sale under the Sales Agreement.

We record transactions under the Sales Agreement on a settlement date basis. All legal fees and accounting expenses incurred in connection with the Sales Agreement are recorded as Deferred Offering Costs and are amortized to Additional

Paid-in Capital as sales of shares are made under the Sales Agreement. With execution of the Sales Agreement and subsequent amendment, we incurred legal fees and accounting expenses aggregating approximately $0.8 million, of which approximately $0.3 million and $0 were amortized to additional paid-in capital during the year ending March 31, 2024 and 2023, respectively. The Sales Agreement will terminate upon the earlier of (i) the sale of all shares subject to the Sales Agreement or (ii) the termination of the Sales Agreement by Jefferies or by us, as permitted.

Warrant Exercises, Expirations and Modifications

There were no warrant exercises during the years ended March 31, 2024 and 2023. Warrants to purchase 263,510 shares of our common stock at a weighted average exercise price of $48.94 per share expired unexercised during the year ended March 31, 2023.

At March 31, 2024, the following common stock warrants were outstanding:


Number of common shares underlying warrants	Exercise price per share		Expiration date
33,334	$	15.000	12/9/2024
12,352	$	21.900	7/25/2025
3,577,240	$	0.001	N/A
9,294,022	$	5.380	(a)
11,265,086	$	8.877	10/4/2028

The weighted average exercise price of all outstanding warrants at March 31, 2024 is $6.24 per share. No outstanding warrant is subject to any down-round anti-dilution protection feature. All outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share.

Reserved Shares

The Company had the following shares of common stock reserved for future issuance:


	As of March 31, 2024
	2024	2023
Issuance of common stock upon exercise of outstanding stock options under the Amended and Restated 2016 Stock Incentive Plan and the Amended and Restated 2019 Omnibus Equity Incentive Plan	815,357	702,545
Issuance of common stock upon exercise of outstanding warrants	44,741,142	45,685
Equity awards available under the Amended and Restated 2019 Omnibus Equity Incentive Plan	466,438	179,260
Shares available for issuance under the 2019 Employee Stock Purchase Plan	19,480	24,322
Shares reserved under the Sales Agreement	29,060,003	858,498
	75,102,420	1,810,310

At March 31, 2024, we have 222,872,371 authorized shares of our common stock not subject to reserves and available for future issuance.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Audit Information	12 Months Ended
Audit Information	Mar. 31, 2024
Auditor [Abstract]
Auditor Name	WithumSmith+Brown, PC
Auditor Location	San Francisco, California
Auditor Firm ID	100

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Options
Outstanding at beginning of period (in shares)	702,691
Granted (in shares)	116,666
Exercised (in shares)	0
Forfeited (in shares)	(3,576)
Expired (in shares)	(424)
Outstanding at end of period (in shares)	815,357	702,691
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 37.76
Granted (in dollars per share)	4.62
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	19.27
Expired (in dollars per share)	84.55
Outstanding at end of period (in dollars per share)	$ 33.07	$ 37.76
Exercisable (in shares)	609,986
Exercisable (in dollars per share)	$ 39.48
Exercisable, Weighted Average Remaining Contractual Term	5 years 10 months 24 days
Vested and Expected to Vest
Outstanding (in shares)	815,357
Weighted Average Exercise Price (in dollars per share)	$ 33.07
Weighted-Average Remaining Contractual Term (Years)	6 years 8 months 12 days
Aggregate Intrinsic Value	$ 165
Outstanding, weighted average remaining contractual term	6 years 8 months 12 days	7 years 2 months 12 days
Outstanding, Aggregate Intrinsic Value	$ 165	$ 5
Exercisable, Aggregate Intrinsic Value	$ 68

Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Unrecognized Tax Benefits [Roll Forward]
Unrecognized benefit - beginning of period	$ 1,283	$ 1,088
Prior period position increases (decreases)	3,648	0
Current period tax position increases	0	195
Unrecognized benefit - end of period	$ 4,931	$ 1,283

Capital Stock - Warrant Exercises, Expirations and Modifications (Details) - $ / shares	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Warrants exercised (in shares)	0	0
Warrants expired during period (in shares)		263,510
Warrants exercised during period, exercise price (in dollars per share)		$ 48.94
Weighted average exercise price (in dollars per share)	$ 6.24
Outstanding warrants subject to anti-dilution protection feature (in shares)	0

Leases

12 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

Operating Lease

We have a single lease for our headquarters, which includes office and laboratory space, in South San Francisco, California. The lease commenced in April 2013, and was subsequently amended in 2016 to extend the lease term to July 31, 2022, and included one five-year extension option. For the purpose of determining the right-of-use asset and associated lease liability, we determined that we would likely exercise the five-year extension option through July 2027. On October 14, 2021, we entered into an amendment to the lease (the Lease Amendment), pursuant to which the term of the lease was extended from August 1, 2022 to July 31, 2027. Under the terms of the Lease Amendment, we have the option to renew the lease for an additional five-year term commencing on August 1, 2027. We did not include the remaining renewal option in determining the lease term, as we were not reasonably certain to exercise either renewal option.

The following table summarizes the effect of operating lease costs in our consolidated statements of operations (in thousands):


	Year Ended March 31,
	2024		2023
Operating lease cost	$	645	$	645
Variable lease costs	246		207
Total lease cost	$	891	$	852

Maturities of lease liabilities as of March 31, 2024 were as follows (in thousands):


Year ending March 31,	Amount
2025	$	710
2026	732
2027	753
2028	254
Thereafter	—
Total minimum lease payments	2,449
Less: amount representing interest	(329)
Present value of operating lease liabilities	2,120
Less: operating lease liabilities - current portion	550
Operating lease liabilities - non-current portion	$	1,570

The lease had a remaining term of 3.3 years and 4.3 years as of March 31, 2024 and 2023, respectively. The lease liability was calculated based on a weighted-average discount rate of 8.54% as of March 31, 2024 and 2023. During the years ended March 31, 2024 and 2023, we made cash payments for amounts included in the measurement of lease liabilities of $0.7 million and $0.9 million, respectively.

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP), and reflect the operations of Vistagen and our wholly owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). All material intercompany accounts and transactions have been eliminated in consolidation.

Liquidity

In order to complete the development of our neuroscience product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we will require substantial additional capital. Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through equity or debt and equity financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, we are unable to estimate the exact amount and timing of our capital requirements. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if, that will occur.

We have incurred significant losses and negative cash flows from operations since inception. As of March 31, 2024, we had an accumulated deficit of $356.2 million. We expect that our operating losses and negative cash flows will continue for the foreseeable future as we continue to develop our product candidates. We currently expect that our cash, and cash equivalents of $119.2 million as of March 31, 2024 will be sufficient to fund our operating expenses and capital requirements for at least 12 months from the date these audited consolidated financial statements are issued.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, those relating to stock-based compensation, revenue recognition, research and development expenses, determination of right-of-use assets under lease transactions and related lease obligations, and the assumptions used to value warrants. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may materially differ from these estimates and assumptions.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We

have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the nature of the instruments held in the depository institutions.

Cash and Cash Equivalents

Cash and cash equivalents are considered to be highly liquid investments with maturities of three months or less at the date of purchase. Cash equivalents primarily represent funds invested in readily available money market accounts. As of March 31, 2024, we had cash and cash equivalents balances deposited at multiple major financial institutions.

Property and Equipment

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to ten years, or the remaining term of the lease).

Impairment of Long-Lived Assets

We evaluate our long-lived assets, which consist of property and equipment, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. To date, we have not recorded any impairment losses on long-lived assets.

Deferred Offering Costs

Deferred offering costs include registration expenses related to our current registration statement on SEC Form S-3, which became effective on February 29, 2024, and expenses related to the Sales Agreement (as described in Note 8, Capital Stock). These expenses consist primarily of legal, accounting, SEC filing fees, and, as appropriate, Nasdaq filing fees. Upon the completion or partial completion of an applicable equity offering, the deferred expenses are charged to additional paid-in capital. If there are any deferred offering costs remaining at the expiration of our current registration statement on SEC Form S-3 or the equity financing agreement, or if the financing is abandoned, terminated or significantly delayed, such costs are charged to expense.

Revenue Recognition

Under ASC Topic 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to a customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, we assess whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct combined performance obligation is identified. We then allocate the transaction price (that is, the amount of consideration we expect to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognize the associated revenue when (or as) each performance obligation is satisfied. Our estimate of the transaction price for each contract includes all variable consideration to which we expect to be entitled, subject to the constraint on variable consideration. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized at the contract level is not significant.

License Rights — If the license to our intellectual property (IP) is determined to be distinct from the other promises or performance obligations identified in the arrangement, which generally include research and development services, we recognize revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a license is distinct from the other

promises, we consider relevant facts and circumstances of each arrangement, including the research and development capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, we consider whether the collaboration partner can benefit from the license for its intended purpose without the receipt of the remaining promises, whether the value of the license is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises and whether it is separately identifiable from the remaining promises. For licenses that are combined with other promises, we utilize judgment to assess the nature of the combined performance obligation and whether the license is the predominant promise within the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. If the license is the predominant promise, and it is determined that the license represents functional IP, revenue is recognized at the point in time when control of the license is transferred. If it is determined that the license does not represent functional IP, revenue is recognized over time using an appropriate method of measuring progress.

Customer Options — Our arrangements may provide a collaborator with the right to acquire additional goods or services in the future. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the additional goods and services underlying the customer options are evaluated in order to determine if these additional goods or services are distinct from those included as a performance obligation at the outset of the arrangement. If the additional services are not determined to be distinct, the variable consideration pertaining to the customer option is added to the initial transaction price at the time in which the option exercise becomes probable. Any such adjustments to the transaction price are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. If the additional services are distinct, we evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. Material rights are recognized as a separate performance obligation at the inception of the arrangement. We allocate the transaction price to material rights based on the relative stand-alone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires.

Milestone Payments — At the inception of an arrangement that includes development milestone payments, we evaluate whether the milestones are considered likely to be achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue recognized would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control, such as regulatory approvals, are not considered probable to be achieved until those approvals are received. We evaluate factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, we reevaluate the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

Royalties — For arrangements that include sales-based royalties, including milestone payments based on a level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any royalty revenue resulting from licensing agreements.

Amounts due to us for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the collaboration agreements are recorded as accounts receivable on the consolidated balance sheets. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue. Amounts expected to be recognized as revenue within the one year following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the one year following the balance sheet date are classified as deferred revenue, net of current portion.

Research and Development Expenses

Research and development expenses are composed of both internal and external costs. Internal costs include salaries and employment-related expenses, including stock-based compensation expense, of scientific personnel and direct project

costs. External research and development expenses consist primarily of costs associated with clinical and nonclinical development programs and are charged to expense as incurred.

We also record accruals for estimated ongoing clinical trial costs. Clinical trial costs primarily represent costs incurred by contract research organizations (CROs) and clinical trial sites. We analyze the progress of the clinical trial, including levels of subject enrollment, invoices received and contracted costs when evaluating the adequacy of accrued liabilities. In accruing for these services, we estimate the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers and our estimates of accrued expenses based on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly.

Income Taxes

We account for income taxes using the asset and liability approach promulgated by ASC 740, Income Taxes, for financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce the deferred tax assets to an amount expected to be realized.

Uncertain tax positions, for which our assessment is that there is a more than 50% probability of sustaining the position upon challenge by a taxing authority based on its technical merits, are subject to certain recognition and measurement criteria. The nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial. We develop our cumulative probability assessment of the measurement of uncertain tax positions using internal experience, judgment and assistance from our professional advisors. We re-evaluate these uncertain tax positions on a quarterly basis based on a number of factors including, but not limited to, changes in facts or circumstances, changes in tax law, and effectively settled issues under audit and new audit activity. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.

Leases

At the inception of a contractual agreement, we determine whether the contract is or contains a lease, by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, we record the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. When determining the lease term, we include options to extend or terminate the lease when it is reasonably certain, at inception, that we will exercise that option. Additionally, we evaluate leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease.

Operating lease assets represent our right to use an underlying asset for the lease term (Right-of-use assets) and operating lease liabilities represent our obligation to make lease payments arising from the lease. The lease payments used to determine our operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation, when determinable, and are recognized in determining our Right-of-use assets.

Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheets at the commencement date of the lease based on the present value of lease payments over the expected lease term. The Company excludes short-term leases, if any, having initial terms of 12 months or less at lease commencement as an accounting policy election. Variable lease payments are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance costs for our facility lease; and are expensed when incurred. Operating right-of-use assets are reflected in right-of-use assets in the accompanying balance sheets. Operating lease liabilities are reflected in operating lease obligations, current and non-current in the accompanying balance sheets.

Financing leases, formerly referred to as capitalized leases, are treated similarly to operating leases except that the asset subject to the lease is included in the appropriate fixed asset category, rather than recorded as a Right-of-use asset, and depreciated over its estimated useful life, or lease term, if shorter.

Stock-Based Compensation

Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation (ASC 718) and is measured at the grant date fair value for employee, officer, director and non-employee equity awards and is recognized over the requisite service period, which is generally the vesting period. The Company recognizes forfeitures as they occur. Stock-based compensation is classified in the Consolidated Statements of Operations and Comprehensive Loss in the same manner in which the recipient's payroll or fees are classified.

The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, expected term of the option before exercise, expected volatility of our common stock, risk-free interest rate and expected dividend. Options granted have a maximum contractual term of ten years. We have limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is estimated based on the average historical volatility of our own common stock. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. We have historically not declared or paid any dividends and we do not currently expect to do so in the foreseeable future, and therefore have estimated the dividend yield to be zero.

Fair Value Measurements

Financial assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price we would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

•Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

•Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

Warrants Issued in Connection with Equity Financing

We evaluate the appropriate balance sheet classification of warrants we issue as either equity or as a derivative liability. In accordance with ASC 815-40, Derivatives and Hedging-Contracts in the Entity’s Own Equity (ASC 815-40), we classify a warrant as equity if it is “indexed to the Company’s equity” and meets several specific conditions for equity classification. A warrant is not considered “indexed to the Company’s equity,” in general, when it contains certain types of exercise contingencies or potential adjustments to its exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities from Equity or ASC 815-40, it is classified as a derivative liability which is carried on the consolidated balance sheets at fair value with any changes in its fair value recognized immediately in the Statements of Operations and Comprehensive Loss. At March 31, 2024 and 2023 all of our outstanding warrants were classified as equity.

Comprehensive Loss

We have no components of other comprehensive loss other than net loss, and accordingly, our comprehensive loss is equivalent to our net loss for the periods presented.

Net Loss Per Share

We calculate basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Certain warrants participate in distributions of the Company. The Pre-Funded Warrants associated with the October 2023 Public Offering (see Note 8 below) are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price. The net loss attributable to common stockholders is not allocated to the warrant holders as the holders of warrants do not have a contractual obligation to share in losses. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, including outstanding warrants to purchase common stock and outstanding stock options under the Company’s equity incentive plan, have been excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position.


	As of March 31,
	2024	2023
Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan	815,357	702,545
Outstanding warrants to purchase common stock	20,604,794	45,685
Total	21,420,151	748,230

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We manage our operations as a single reportable segment for the purposes of assessing performance and making operating decisions.

Related Parties

Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. ASC 850, Related Party Disclosures (ASC 850) requires that transactions with related parties that would make a difference in decision-making shall be disclosed so that users of the financial statements can evaluate their significance.

Recently Adopted Accounting Principles

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11. The standard amended the impairment model requiring that credit losses be reported using an expected losses model rather than the incurred losses model. For available-for-sale debt securities with expected credit losses, this standard requires allowances to be recorded instead of reducing the amortized cost of the investment. We adopted ASU 2016-13, and related updates, using modified retrospective approach on April 1, 2023. The adoption had an immaterial impact on our financial statements and related disclosures.

Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after

December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this guidance on our financial statements.

Although there were several other new accounting pronouncements issued or proposed by the FASB, we do not believe any of those accounting pronouncements have had or will have a material impact on our financial position or operating results.

Subsequent Events	12 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated subsequent events through the date of this Annual Report and have identified the following material events and transactions that occurred after March 31, 2024: Special Meeting of Stockholders On May 29, 2024, we held a special meeting of stockholders (the Special Meeting) during which our stockholders approved of two items: (i) an amendment to our Amended 2019 Plan to increase the number of shares available for issuance thereunder to 5,000,000 shares, and (ii) an amendment to our 2019 ESPP to increase the number of shares available for issuance thereunder to 1,000,000 shares.

Capital Stock - October 2023 Public Offering (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 04, 2023 USD ($)	Oct. 02, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)
Capital Unit [Line Items]
Gross proceeds \| $			$ 35,899
Warrants exercisable, percentage of common shares outstanding minimum benchmark		0.0999
Warrants exercisable, percentage of common shares outstanding maximum benchmark		0.1999
Notice period to increase or decrease warrant percentage		61 days
Prefunded Warrants
Capital Unit [Line Items]
Number of common shares underlying warrants (in shares)		3,577,240
Warrants (in shares)		3,577,240
T1 Warrants
Capital Unit [Line Items]
Warrants (in shares)		9,294,022
Exercise price per share (in dollars per share) \| $ / shares		$ 5.38
Prefunded Warrants in Lieu Thereof T1 Warrants
Capital Unit [Line Items]
Warrants (in shares)		9,294,022
T2 Warrants
Capital Unit [Line Items]
Warrants (in shares)		11,265,086
Exercise price per share (in dollars per share) \| $ / shares		$ 8.877
Prefunded Warrants in Lieu Thereof T2 Warrants
Capital Unit [Line Items]
Warrants (in shares)		11,265,086
Prefunded Warrants T1 Warrants And T2 Warrants
Capital Unit [Line Items]
Exercise price per share (in dollars per share) \| $ / shares		$ 5.379
Public Offering
Capital Unit [Line Items]
Gross proceeds \| $		$ 100,000
Shares issued (in shares)		15,010,810
Proceeds net of expenses \| $	$ 93,500
Public Offering Common Stock and Warrants \| T1 and T2 Warrants
Capital Unit [Line Items]
Exercise price per share (in dollars per share) \| $ / shares		$ 5.38

Capital Stock - Schedule of Warrants Outstanding (Details)	Mar. 31, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
Expiration period	60 days
Warrants Expiring December 9, 2024
Class of Warrant or Right [Line Items]
Number of common shares underlying warrants (in shares) \| shares	33,334
Exercise price per share (in dollars per share) \| $ / shares	$ 15.000
Warrants Expiring July 25, 2025
Class of Warrant or Right [Line Items]
Number of common shares underlying warrants (in shares) \| shares	12,352
Exercise price per share (in dollars per share) \| $ / shares	$ 21.900
Warrants With Exercise Price of $0.001
Class of Warrant or Right [Line Items]
Number of common shares underlying warrants (in shares) \| shares	3,577,240
Exercise price per share (in dollars per share) \| $ / shares	$ 0.001
Warrants With Exercise Price of $5.380
Class of Warrant or Right [Line Items]
Number of common shares underlying warrants (in shares) \| shares	9,294,022
Exercise price per share (in dollars per share) \| $ / shares	$ 5.380
Warrants Expiring October 4, 2028
Class of Warrant or Right [Line Items]
Number of common shares underlying warrants (in shares) \| shares	11,265,086
Exercise price per share (in dollars per share) \| $ / shares	$ 8.877

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (29,362)	$ (59,248)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	127	130
Loss on disposal of fixed assets	6	0
Stock-based compensation	2,182	3,336
Expense related to acquisition of Pherin Pharmaceuticals, Inc. recorded as an asset acquisition	0	3,559
Warrant modification expense	0	78
Amortization of operating lease right-of-use asset	441	402
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	250	3,188
Operating lease liability	(495)	(433)
Deferred sublicense revenue, net of deferred contract acquisition costs	516	206
Accounts payable and accrued expenses	522	(934)
Net cash used in operating activities	(25,813)	(49,716)
Cash flows from investing activities:
Purchases of property and equipment	(61)	(212)
Cash used in acquisition of Pherin Pharmaceuticals, Inc. as an asset acquisition	0	(528)
Net cash used in investing activities	(61)	(740)
Cash flows from financing activities:
Net proceeds from issuance of common stock, including option exercises	0	104
Proceeds from issuance of common stock and warrants, net of issuance costs	93,453	0
Repayment of note payable	(985)	(1,034)
Net cash (used in) provided by financing activities	128,402	(1,041)
Net increase (decrease) in cash and cash equivalents	102,528	(51,497)
Cash and cash equivalents at beginning of year	16,638	68,135
Cash and cash equivalents at end of year	119,166	16,638
Non-cash investing and financing activities:
Insurance premiums settled by issuing note payable	879	1,140
Purchases of equipment included in accounts payable	29	0
Fair value of common stock issued for acquisition of Pherin Pharmaceuticals, Inc.	0	3,077
ATM Facility
Cash flows from financing activities:
Proceeds from issuance of common stock	35,926	(174)
Equity Line
Cash flows from financing activities:
Proceeds from issuance of common stock	$ 8	$ 63

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

Income tax expense (benefit) differed from the amounts computed by applying the statutory federal income tax rate of 21% to pretax income (loss) as a result of the following:


	Year Ended March 31,
	2024		2023

Computed expected tax benefit	(21.00)	%	(21.00)	%
State income taxes, net of federal benefit	0.00	%	0.00	%
Tax effect of warrant modifications	0.00	%	0.03	%
Tax effect of research and development credits	0.00	%	(0.78)	%
Tax effect of stock compensation	1.11	%	0.50	%
Tax effect of other non-deductible items	0.03	%	1.27	%
Expired net operating loss carryforwards	0.92	%	0.17	%
Change in valuation allowance (federal only)	18.45	%	18.57	%
All other	0.49	%	1.24	%
Income tax expense	0.00	%	0.00	%

Schedule of Deferred Tax Assets and Liabilities

Significant components of our deferred tax assets are as follows (in thousands):


	March 31,
	2024		2023
Deferred tax assets:
Net operating loss carryovers	$	46,463	$	43,603
Basis differences in property and equipment	-		—
Research and development credit carryforwards	—		3,591
Stock based compensation	2,962		2,986
Operating lease Right-of-Use asset	64		73
Capitalized research and development costs	10,188		8,215
Deferred revenue	460		643
Accruals and reserves	404		146
Total deferred tax assets	60,541		59,256
Valuation allowance	(60,521)		(59,251)
Total deferred tax assets net of valuation allowance	20		5
Deferred tax liabilities:
Basis differences in property and equipment	(20)		(5)
Total deferred tax liabilities	(20)		(5)
Net deferred tax asset (liability)	$	-	$	-

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the activity related to our unrecognized tax benefits (in thousands):


	Year Ended March 31,
	2024		2023
Unrecognized benefit - beginning of period	$	1,283	$	1,088
Prior period position increases (decreases)	3,648		—
Current period tax position increases	—		195
Unrecognized benefit - end of period	$	4,931	$	1,283

Sublicense and Collaborative Agreements - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended		12 Months Ended
	Sep. 01, 2023	Jun. 24, 2020	Sep. 30, 2022	Aug. 31, 2020	Sep. 30, 2022	Sep. 30, 2020	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derecognition of revenue recognized								$ 227
Short-term deferred revenue							$ 791	714
Long-term deferred revenue							2,674	2,315
Revenue							1,064
Collaborative Arrangement, AffaMed Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicense Fees						$ 400
Unregistered shares of common stock issued (in shares)		7,788
Value unregistered shares of common stock issued		$ 100
Capitalized deferred contract acquisition costs						$ 500
Cumulative catch-up adjustment			$ 100
Collaborative Arrangement, AffaMed Agreement \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront license payment				$ 5,000
Maximum milestone payments permitted				$ 172,000
Contract acquisition costs									$ 200
Deferred revenue							2,200		$ 2,800
Derecognition of revenue recognized					$ 900			200
Revenue							900
Negotiation Agreement \| Fuji Pharma
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaborative arrangement, termination period option one	14 months
Collaborative arrangement, termination period option two	90 days
Collaborative arrangement, upfront payment	$ 1,500
Long-term deferred revenue							1,300
Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract acquisition costs							204	285
Deferred revenue							$ 3,465	$ 3,029

Commitments, Contingencies, Guarantees and Indemnifications	12 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies, Guarantees and Indemnifications	Commitments, Contingencies, Guarantees and Indemnifications Litigation From time to time, we may be party to litigation, arbitration or other legal proceedings in the course of our business. The outcome of any such legal proceedings, regardless of the merits, is inherently uncertain. In addition, litigation and related matters are costly and may divert the attention of our management and other resources that would otherwise be engaged in other activities. If we were unable to prevail in any such legal proceedings, our business, results of operations, liquidity, and financial condition could be adversely affected.

Sublicense and Collaborative Agreements - Schedule of Changes in Contract Assets and Contract Liabilities (Details) - Collaborative Arrangement $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($)
Contract assets:
Balance at March 31, 2023	$ 285
Additions	0
Deductions	(81)
Balance at March 31, 2024	204
Contract liabilities:
Balance at March 31, 2023	3,029
Additions	1,500
Deductions	(1,064)
Balance at March 31, 2024	$ 3,465

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2016 renewal_option	Oct. 14, 2021
Leases [Abstract]
Number of lease renewal options \| renewal_option			1
Lease renewal term			5 years
Lease extension term				5 years
Remaining lease term	3 years 3 months 18 days	4 years 3 months 18 days
Weighted average discount rate	8.54%	8.54%
Cash payments \| $	$ 0.7	$ 0.9

Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Gross property and equipment, net	$ 1,689	$ 1,700
Accumulated depreciation and amortization	(1,254)	(1,193)
Property and equipment, net	435	507
Laboratory equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment, net	1,242	1,235
Tenant improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment, net	214	214
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment, net	22	40
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment, net	$ 211	$ 211

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Tax Credit Carryforward [Line Items]
Statutory federal income tax rate	21.00%	21.00%
Increase in valuation allowance	$ 1,300	$ 10,600
Deferred tax assets, taxable income limitation	80.00%
Capitalized research and development costs	$ 19,400
Unrecognized tax benefits	4,931	1,283	$ 1,088
Unrecognized tax benefits that would impact effective tax rate	0	0
Interest or penalties related to unrecognized tax benefits	0	0
Research and development
Tax Credit Carryforward [Line Items]
Unrecognized tax benefits	4,900	$ 1,300
U.S. federal
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	208,000
Operating loss carryforwards, subject to expiration	82,800
Operating loss carryforwards, not subject to expiration	125,200
U.S. federal \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforward	3,300
State
Tax Credit Carryforward [Line Items]
Operating loss carryforwards, subject to expiration	65,800
State \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforward	$ 1,600

Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	21,420,151	748,230
Options \| The 2019 Omnibus Equity Incentive Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	815,357	702,545
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	20,604,794	45,685

Capital Stock - Open Market Sale Agreement (Details) - ATM Facility $ in Thousands	1 Months Ended		12 Months Ended
	Feb. 29, 2024 USD ($)	May 31, 2021 USD ($)	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) shares
Capital Unit [Line Items]
Proceeds from issuance of common stock			$ 35,926	$ (174)
Jefferies LLC
Capital Unit [Line Items]
Maximum aggregate offering price		$ 75,000
Commission on shares sold, percentage		0.030
Additional aggregate offering price	$ 100,000
Issuance of common stock under Open Market Sale Agreement, net of issuance costs (in shares) \| shares			4,698,495	0
Proceeds from issuance of common stock			$ 36,200	$ 0
Remaining amount available			100,000
Deferred offering costs			800
Amortization of deferred offering costs			$ 300	$ 0