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Basis of Presentation

2. Basis of Presentation

Effective August 14, 2014, we consummated a 1-for-20 reverse split of our authorized, and issued and outstanding shares of common stock (the Stock Consolidation). Each reference to shares of common stock or the price per share of common stock in these financial statements is post-Stock Consolidation, and reflects the 1-for-20 adjustment as a result of the Stock Consolidation. See Note 9, Capital Stock, for more information regarding the Stock Consolidation.

The accompanying Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. As a developing-technology company having not yet developed commercial products or achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $131.7 million accumulated from inception through March 31, 2016. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further potential development of AV-101 and launch and execute our drug rescue programs and pursue potential drug development and regenerative medicine opportunities.

Since our inception in May 1998 through March 31, 2016, we have financed our operations and technology acquisitions primarily through the issuance and sale of equity and debt securities, including convertible promissory notes and short-term promissory notes, for cash proceeds of approximately $34.5 million, as well as from an aggregate of approximately $16.4 million of government research grant awards, strategic collaboration payments and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $29.1 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services.

Between late-March 2014 and March 31, 2015, we entered into securities purchase agreements with accredited investors and institutions, including Platinum Long Term Growth VII, LLC (PLTG), pursuant to which we sold units to such accredited investors, in private placement transactions (2014 Units or 2014 Unit Private Placement), for aggregate cash proceeds of approximately $3.1 million, consisting of (i) 2014 Unit Notes in the aggregate face amount of approximately $3.1 million which matured between March 31, 2015 and April 30, 2015, or were automatically convertible into securities we might issue upon the consummation of a Qualified Financing, as defined, (ii) an aggregate of 282,850 restricted shares of our common stock (2014 Unit Stock); and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 282,850 restricted shares of our common stock at an exercise price of $10.00 per share (2014 Unit Warrants). Between April 1 and May 14, 2015, we continued the 2014 Unit Private Placement, pursuant to which we sold to accredited investors additional 2014 Units, for aggregate cash proceeds of $280,000, consisting of: (i) 10% convertible promissory notes maturing between April 30, 2015 and May 15, 2015, in the aggregate face amount of $280,000, (ii) an aggregate of 33,000 shares of our restricted common stock, and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 24,250 restricted shares of our common stock at an exercise price of $10.00 per share.

As described more completely in Note 8, Convertible Promissory Notes and other Notes Payable, and Note 9, Capital Stock, in May 2015, we created our Series B 10% Convertible Preferred Stock (Series B Preferred). Between March 2015 and September 2015, we extinguished approximately $17.2 million of indebtedness through conversion of such indebtedness into our Series B Preferred and, with respect to a portion of the indebtedness converted, warrants to purchase our common stock. More specifically, we converted (i) all Senior Secured Convertible Promissory Notes originally issued to PLTG, (ii) all 2014 Unit Notes outstanding at March 31, 2015 and those issued subsequently, and (iii) certain other outstanding promissory notes and payables, including promissory notes issued to Cato Research Ltd., Cato Holding Company, Morrison & Foerster LLP (Note A and Note B), McCarthy Tetrault, Burr Pilger & Mayer, University Health Network (Toronto), the Icahn School of Medicine at Mount Sinai, National Jewish Health and others, into an aggregate of 2,618,917 shares of our Series B Preferred. Further, between May 2015 and March 31, 2016, we issued in self-placed private placement transactions with PLTG and other accredited investors, Series B Preferred Units consisting of an aggregate of 717,976 unregistered shares of Series B Preferred and five-year warrants to purchase 717,976 shares of our common stock, and we received cash proceeds of $5,025,800 therefrom. See Note 16, Subsequent Events, for disclosure of an additional $278,000 received from self-placed private placement sales of Series B Preferred Units after March 31, 2016.

At March 31, 2016, we did not have sufficient cash and cash equivalents to enable us to fund our planned operations, including expected cash expenditures of approximately $9.1 million over the next twelve months, including expenditures required to prepare for and launch our Phase 2b clinical trial of AV-101. However, as disclosed in Note 16, Subsequent Events, between April 1, 2016 and May 4, 2016, we sold to accredited investors additional Series B Preferred Units consisting of 39,714 unregistered shares of Series B Preferred and five year warrants to purchase 39,714 shares of our common stock, and we received cash proceeds of $278,000. Further, on May 16, 2016 we consummated an underwritten public offering pursuant to which we issued an aggregate of 2,570,040 registered shares of our common stock at the public offering price of $4.24 per share and five-year warrants to purchase up to 2,705,883 registered shares of common stock, with an exercise price of $5.30 per share, at the public offering price of $0.01 per warrant, including shares and warrants issued pursuant to the exercise of the underwriters’ over-allotment option (the May 2016 Public Offering). We received net cash proceeds of approximately $9.5 million from the May 2016 Public Offering after deducting fees and expenses. We expect the proceeds of these transactions to provide sufficient cash to sustain our operations through our fiscal year ending March 31, 2017, however they will not be adequate to enable the completion of our Phase 2b clinical trial of AV-101 in MDD. Accordingly, we intend to raise additional capital through sales of our securities, which may include both debt and equity securities. We may also seek research and development collaborations that could generate revenue, as well as government grant awards. Further, strategic collaborations, such as our February 2015 CRADA with the NIMH providing NIMH funding of our Phase 2a study of AV-101 in MDD, may provide resources to support a portion of our future cash needs and working capital requirements. Although we may seek additional collaborations that could generate revenue, as well as new government grant awards, no assurance can be provided that any such collaborations or awards will occur in the future. Our future working capital requirements will depend on many factors, including, without limitation, the scope and nature of opportunities related to our success and the success of certain other companies in clinical trials, including our development of AV-101 as a treatment for MDD and other CNS conditions, and our stem cell technology platform, the availability of, and our ability to obtain, government grant awards and our ability to enter into collaborations on terms acceptable to us. To further advance the clinical development of AV-101 and our stem cell technology platform, as well as support our operating activities, we plan to continue to carefully manage our routine operating costs, including the size of our staff and staff salaries and benefits, as well as costs relating to regulatory consulting, contract research and development, investor relations and corporate development, legal, accounting, public company compliance and other professional services and working capital costs.

Notwithstanding the foregoing, substantial additional financing may not be available to us on a timely basis, on acceptable terms, or at all. If we are unable to obtain substantial additional financing on a timely basis in the near term, our business, financial condition, and results of operations may be harmed, the price of our stock may decline, we may be required to reduce, defer, or discontinue certain of our research and development activities and we may not be able to continue as a going concern. These Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2016

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. 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. Actual results could differ from those estimates. Significant estimates include, but are not limited to, those relating to stock-based compensation, revenue recognition, and the assumptions used to value warrants, warrant modifications and warrant liabilities.

Principles of Consolidation

The accompanying consolidated financial statements include the Company’s accounts, and the accounts of VistaGen California’s wholly-owned inactive subsidiaries, Artemis Neurosciences and VistaStem Canada.

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.

Property and Equipment

Property and equipment is stated at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from five to seven years.

Impairment or Disposal of Long-Lived Assets

We evaluate our long-lived assets, primarily property and equipment, for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use or eventual disposition. If the estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, we record an impairment loss in the amount by which the carrying value of the assets exceeds their fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, we depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. We have not recorded any impairment charges to date.

Revenue Recognition

Although we do not currently have any such arrangements, we have historically generated revenue principally from collaborative research and development arrangements, technology transfer agreements, including strategic licenses, and government grants. Revenue arrangements with multiple components are divided into separate units of accounting if certain criteria are met, including whether the delivered component has stand-alone value to the customer. Consideration received is allocated among the separate units of accounting based on their respective selling prices. The selling price for each unit is based on vendor-specific objective evidence, or VSOE, if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available. The applicable revenue recognition criteria are then applied to each of the units.

We recognize revenue when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) the transfer of technology has been completed or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For each source of revenue, we comply with the above revenue recognition criteria in the following manner:

●

Collaborative arrangements typically consist of non-refundable and/or exclusive up front technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if we have continuing performance obligations and have no objective and reliable evidence of the fair value of those obligations. We recognize non-refundable upfront technology access fees under agreements in which we have a continuing performance obligation ratably, on a straight-line basis, over the period during which we are obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached.

●

Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees, development and/or regulatory milestone payments and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of our continuing involvement, and, in the case of development and/or regulatory milestone payments, when the applicable event triggering such a payment has occurred.

●

Government grants, which support our research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. Grant revenue is recognized when associated project costs are incurred.

Research and Development Expenses

Research and development expenses are composed of both internal and external costs. Internal costs include salaries and employment-related expenses of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and non-clinical development of AV-101, our prodrug candidate entering late-stage clinical development for Major Depressive Disorder, sponsored stem cell research and development costs, and costs related to the application and prosecution of patents related to our stem cell technology platform and AV-101. All such costs are charged to expense as incurred.

Stock-Based Compensation

We recognize compensation cost for all stock-based awards to employees based on the grant date fair value of the award. We record non-cash, stock-based compensation expense over the period during which the employee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have granted no restricted stock awards nor do we have any awards with market or performance conditions. For equity awards to non-employees, we re-measure the fair value of the awards as they vest and the resulting value is recognized as an expense during the period over which the services are performed.

Income Taxes

We account for income taxes using the asset and liability approach 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.

Concentrations of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents. Our investment policies limit any such investments to short-term, low-risk investments. We deposit cash and cash equivalents with quality financial institutions and are insured to the maximum of federal limitations. Balances in these accounts may exceed federally insured limits at times.

Warrant Liability

Between October 2012 and July 2013, we issued to PLTG warrants to purchase a substantial number of unregistered shares of our common stock and, subject to PLTG’s exercise of its rights to exchange shares of our Series A Preferred Stock that it holds, we were obligated to issue to PLTG an additional warrant (Series A Exchange Warrant) to purchase unregistered shares of common stock (collectively, the PLTG Warrants). The PLTG Warrants contained an exercise price adjustment feature that would lower the exercise price of the warrants in the event we subsequently issued equity instruments at a price lower than the exercise price of the PLTG Warrants. We accounted for the PLTG Warrants as non-cash liabilities and estimated their fair value as described in Note 4, Fair Value Measurements, Note 8, Convertible Promissory Notes and Other Notes Payable, and Note 9, Capital Stock. We computed the fair value of the warrant liability at each reporting period and recorded the change in the fair value as non-cash expense or non-cash income. The key component in determining the fair value of the PLTG Warrants and the related liability was the market price of our common stock, which is subject to significant fluctuation and is not under our control. The resulting change in the fair value of the warrant liability on our net loss was therefore also subject to significant fluctuation and would have continued to be so until all of the PLTG Warrants were issued and exercised, amended or expired. Assuming all other fair value inputs remained generally constant, we recorded an increase in the warrant liability and non-cash losses when our stock price increased and a decrease in the warrant liability and non-cash income when our stock price decreased.

Notwithstanding the foregoing, and as described in Note 9, Capital Stock, on May 12, 2015, we entered into an agreement with PLTG pursuant to which PLTG agreed to amend the PLTG Warrants to (i) fix the exercise price thereof at $7.00 per share, (ii) eliminate the exercise price reset features and (iii) fix the number of shares of our common stock issuable thereunder. This agreement and the related amendments to the PLTG Warrants resulted in the elimination of the warrant liability with respect to the PLTG Warrants during the quarter ending June 30, 2015. As further described in Note 9, Capital Stock, the PLTG Warrants, including the right to receive the Series A Exchange Warrant, were cancelled in exchange for our issuance of shares of our Series C Preferred stock to PLTG in January 2016.

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.

Loss per Common Share

Basic net income (loss) per share of common stock excludes the effect of dilution and is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. In calculating diluted net income (loss) per share, we have adjusted the numerator for the change in the fair value of the warrant liability attributable to the outstanding PLTG Warrants, only if dilutive, and increased the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. As a result of our net loss for both years presented, potentially dilutive securities were excluded from the computation of diluted loss per share, as their effect would be antidilutive.

Basic and diluted net loss attributable to common stockholders per share was computed as follows:

	Twelve Months Ended March 31,
	2016			2015

Numerator:
Net loss attributable to common stockholders for basic net loss
per share	$	(51,419,000	)	$	(13,885,800	)
less: change in fair value of warrant liability attributable to outstanding
warrants issued to PLTG		-			(105,200	)

Net loss for diluted earnings per share attributable to common stockholders	$	(51,419,000	)	$	(13,991,000	)

Denominator:
Weighted average basic common shares outstanding		1,767,957			1,318,813
Assumed conversion of dilutive securities:
Warrants to purchase common stock		-			-
Potentially dilutive common shares assumed converted		-			-

Denominator for diluted earnings per share - adjusted
weighted average shares		1,767,957			1,318,813

Basic net loss attributable to common stockholders per common share	$	(29.08	)	$	(10.53	)

Diluted net loss attributable to common stockholders per common share	$	(29.08	)	$	(10.61	)

Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2016 and 2015 are as follows:

	As of March 31,
	2016		2015

Series A Preferred stock issued and outstanding (1)		750,000		750,000

Series B Preferred stock issued and outstanding (2)		3,663,077		-

Series C Preferred stock issued and outstanding (3)		2,318,012		-

Outstanding options under the 2008 and 1999 Stock Incentive Plans		336,987		207,638

Outstanding warrants to purchase common stock		1,907,221		1,544,474

Warrant shares issuable to PLTG upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, as subsequently amended		-		375,000

10% Senior Secured Convertible Notes issued to PLTG between October 2012 and July 2013, including accrued interest through March 31, 2015		-		444,235

10% convertible notes issued as a component of 2014 Unit Private Placement, including accrued interest through March 31, 2015		-		433,758

Total		8,975,297		3,755,105
____________
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended
(2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015
(3) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The amendment in this ASU provides guidance on revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The core principle of this update provides guidance to identify the performance obligations under the contract(s) with a customer and how to allocate the transaction price to the performance obligations in the contract. It further provides guidance to recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB issued an update to defer the effective date of this ASU by one year. The ASU is now effective for public entities for annual and interim periods beginning after December 15, 2017 (the first quarter of our fiscal year ending March 31, 2019). We do not currently have, nor have we recently had, revenue generating activities. Accordingly, we have not determined the potential effects of adopting this ASU on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The ASU does not change the core principle of the guidance in the aforementioned ASU 2014-09, instead, the amendments in this Update are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis. ASU 2016-08 will have the same effective date and transition requirements as ASU 2014-09. We have not determined the potential effects of adopting this ASU on our consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update affect the guidance in the aforementioned ASU 2014-09 by clarifying two aspects: identifying performance obligations and the licensing implementation guidance. ASU 2016-10 will have the same effective date and transition requirements as the ASU 2014-09. We have not determined the potential effects of adopting this ASU on our consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. The amendments in this Update affect the guidance in the aforementioned ASU 2014-09 by clarifying certain specific aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. ASU 2016-12 will have the same effective date and transition requirements as the ASU 2014-09. We have not determined the potential effects of adopting this ASU on our consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The ASU sets forth a requirement for management to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt; (2) require an evaluation every reporting period, including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement or other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date the financial statements are issued or available to be issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable (as defined under ASC 450, Contingencies) that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued or are available to be issued. If substantial doubt exists, the extent of the required disclosures depends on an evaluation of management’s plans (if any) to mitigate the going concern uncertainty. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim and annual periods thereafter. Early application is permitted. In their opinion on our financial statements for our fiscal year ended March 31, 2015, our auditors indicated that there was substantial doubt about our ability to continue as a going concern. Based on our consummation of the May 2016 Registered Offering and other considerations, their opinion on our financial statements for our fiscal year ended March 31, 2016 did not indicate the presence of such doubt. Although we have not yet adopted ASU 2014-15, we have indicated in Note 2, Basis of Presentation, steps we have taken to provide sufficient additional financing that is expected to permit us to continue our operations for at least one year. Upon our adoption of ASU 2014-15, should conditions at such time indicate there is substantial doubt about our ability to continue as a going concern, or that such doubt has been alleviated, we will conform our disclosure to the guidance contained in ASU 2014-15.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years ending after December 31, 2015, and interim periods within those fiscal years. We have adopted this ASU as of the beginning of our fiscal year beginning April 1, 2016. Although adoption of this ASU has had no effect on the accompanying financial statements, should we incur debt issuance costs in the future, we will treat such costs as a deduction from the carrying amount of such liability.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which amends existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current on the balance sheet. The Company is required to adopt this ASU no later than April 1, 2017, with early adoption permitted, and the guidance may be applied either prospectively or retrospectively. We do not expect this ASU to have a material impact on our consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The amendment to the standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We do not believe that this ASU will have a material effect on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to the current guidance for operating leases. ASC 842 supersedes the previous leases standard, ASC 840, Leases. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We do not expect that this ASU will have a material effect on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS, and the statement of cash flows. For public companies, the amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We are evaluating the impact of this ASU on our consolidated financial statements.

Fair Value Measurements

12 Months Ended

Mar. 31, 2016

Fair Value Measurements

4. Fair Value Measurements

We follow the principles of fair value accounting as they relate to our financial assets and financial liabilities. Fair value is defined as the estimated exit price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, rather than an entry price that represents the purchase price of an asset or liability. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on several factors, including the instrument’s complexity. The required fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels is described as follows:

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Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

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Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Unobservable inputs (i.e., inputs that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in estimating the fair value of an asset or liability) are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Where quoted prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. If quoted market prices are not available for the specific financial instrument, then the Company estimates fair value by using pricing models, quoted prices of financial instruments with similar characteristics or discounted cash flows. In certain cases where there is limited activity or less transparency around inputs to valuation, financial assets or liabilities are classified as Level 3 within the valuation hierarchy.

We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. In conjunction with the Senior Secured Convertible Promissory Notes issued to PLTG between October 2012 and July 2013 and the related PLTG Warrants (see Note 8, Convertible Promissory Notes and Other Notes Payable), and the contingently issuable Series A Exchange Warrant (see Note 9, Capital Stock), we determined that the warrants included certain exercise price adjustment features requiring the warrants to be treated as liabilities, which were recorded at their issuance-date estimated fair values. We determined the fair value of the warrant liabilities using a Monte Carlo simulation model with Level 3 inputs. Inputs used to determine fair value include the remaining contractual term of the notes, risk-free interest rates, expected volatility of the price of the underlying common stock, and the probability of a financing transaction that would trigger a reset in the warrant exercise price, and, in the case of the Series A Exchange Warrant, the probability of PLTG’s exchange of the shares of Series A Preferred it holds into shares of common stock. Changes in the fair value of these warrant liabilities have been recognized as non-cash income or expense in the Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended March 31, 2016 and 2015.

The fair value hierarchy for liabilities measured at fair value on a recurring basis is as follows:

			Fair Value Measurements at Reporting Date Using
	Total Carrying		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2016:
Warrant liability	$	-	$	-	$	-	$	-
March 31, 2015:
Warrant liability	$	3,008,500	$	-	$	-	$	3,008,500

During the fiscal years ended March 31, 2016 and 2015, there were no significant changes to the valuation models used for purposes of determining the fair value of the Level 3 warrant liability.

The changes in Level 3 liabilities measured at fair value on a recurring basis are as follows:

	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
	Warrant Liability

Balance at March 31, 2015	$	3,008,500
Mark to market loss included in net loss		1,894,700
Elimination of liability upon modification of warrants		(4,903,200	)
Balance at March 31, 2016	$	-

As described in Note 9, Capital Stock, on May 12, 2015, we entered into an agreement with PLTG pursuant to which PLTG agreed to amend the PLTG Warrants to (i) fix the exercise price thereof at $7.00 per share, (ii) eliminate the exercise price reset features and (iii) fix the number of shares of our common stock issuable thereunder. This agreement and the related modification of the PLTG Warrants resulted in the elimination of the warrant liability with respect to the PLTG Warrants during the quarter ended June 30, 2015. As further described in Note 9, Capital Stock, the PLTG Warrants, including the right to receive the Series A Exchange Warrant, were cancelled in exchange for our issuance of shares of our Series C Preferred stock to PLTG in January 2016.

No assets or other liabilities were measured on a recurring basis at fair value at March 31, 2016 or 2015.

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.

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

12 Months Ended

Mar. 31, 2016

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	March 31,
	2016		2015

Insurance	$	27,000	$	27,300
Prepaid compensation under financial advisory and other consulting agreements		337,500		-
Public offering expenses		57,400		-
Legal fees		-		3,400
Technology license fees and all other		4,900		5,000
	$	426,800	$	35,700

Property and Equipment

12 Months Ended

Mar. 31, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment

6. Property and Equipment

Property and equipment consists of the following:

	March 31,
	2016			2015

Laboratory equipment	$	659,000		$	653,600
Tenant improvements		26,900			26,900
Computers and network equipment		43,200			32,200
Office furniture and equipment		69,500			69,500
		798,600			782,200
Accumulated depreciation and amortization		(711,000	)		(665,100	)
Property and equipment, net	$	87,600		$	117,100

In connection with the issuance of Senior Secured Convertible Promissory Notes to PLTG beginning in October 2012, we entered into a Security Agreement with PLTG under which the repayment of all amounts due under the terms of the various Senior Secured Convertible Promissory Notes was secured by all of our assets, including our tangible and intangible personal property, licenses, patent licenses, trademarks and trademark licenses. As described more completely in Note 8, Convertible Promissory Notes and Other Notes Payable, and Note 9, Capital Stock, in May 2015, we entered into an agreement with PLTG pursuant to which PLTG converted all of the Senior Secured Convertible Promissory Notes it held into shares of our newly created Series B Preferred stock and terminated its security interests in our assets.

Accrued Expenses

12 Months Ended

Mar. 31, 2016

Payables and Accruals [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued expenses consist of:

	March 31,
	2016		2015

Accrued professional services	$	318,000	$	213,800
Accrued AV-101 development expenses	$	186,000	$	-
Accrued compensation		310,000		990,700
All other		-		2,000
	$	814,000	$	1,206,500

Convertible Promissory Notes and Other Notes Payable

12 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Convertible Promissory Notes and Other Notes Payable

8. Convertible Promissory Notes and Other Notes Payable

The following table summarizes the components of the Company’s convertible promissory notes and other notes payable:

	March 31, 2016									March 31, 2015
	Principal			Accrued						Principal			Accrued
	Balance			Interest			Total			Balance			Interest			Total
*Senior Secured 10% Convertible Promissory Notes issued to PLTG:*
Exchange Note issued on October 11, 2012	$	-		$	-		$	-		$	1,272,600		$	360,200		$	1,632,800
Investment Note issued on October 11, 2012		-			-			-			500,000			141,500			641,500
Investment Note issued on October 19, 2012		-			-			-			500,000			140,100			640,100
Investment Note issued on February 22, 2013		-			-			-			250,000			59,100			309,100
Investment Note issued on March 12, 2013		-			-			-			750,000			172,600			922,600
		-			-			-			3,272,600			873,500			4,146,100

Convertible promissory note issued on July 26, 2013		-			-			-			250,000			46,200			296,200
Total Senior notes		-			-			-			3,522,600			919,700			4,442,300

Aggregate note discount		-			-			-			-			-			-
Net Senior notes		-			-			-			3,522,600			919,700			4,442,300
less: current portion		-			-			-			(3,272,600	)		(873,500	)		(4,146,100	)
Senior notes - non-current portion and discount	$	-		$	-		$	-		$	250,000		$	46,200		$	296,200

*10% Convertible Promissory Notes (Unit Notes)*
2014 Unit Notes, including amended notes, due 3/31/15	$	-		$	-		$	-		$	4,066,900		$	270,700		$	4,337,600
Note discounts		-			-			-			(180,000	)		-			(180,000	)
Net convertible notes (all current)	$	-		$	-		$	-		$	3,886,900		$	270,700		$	4,157,600

*Notes Payable to unrelated parties:*
7.5% Notes payable to service providers for accounts payable converted to notes payable:
Burr, Pilger, Mayer	$	-		$	-		$	-		$	90,400		$	13,100		$	103,500
Desjardins		-			-			-			156,300			24,100			180,400
McCarthy Tetrault		-			-			-			319,700			46,000			365,700
August 2012 Morrison & Foerster Note A		-			-			-			918,200			193,200			1,111,400
August 2012 Morrison & Foerster Note B		-			-			-			1,379,400			333,100			1,712,500
University Health Network		-			-			-			549,500			101,800			651,300
		-			-			-			3,413,500			711,300			4,124,800
Note discount		-			-			-			(474,500	)		-			(474,500	)
		-			-			-			2,939,000			711,300			3,650,300
less: current portion (and discount at March 31, 2015)		-			-			-			(2,939,000	)		(711,300	)		(3,650,300	)
non-current portion and discount	$	-		$	-		$	-		$	-		$	-		$	-

5.75% and 10.25% Notes payable to insurance premium financing company (current)	$	-		$	-		$	-		$	5,800		$	-		$	5,800

10% Notes payable to vendors for accounts payable converted to notes payable	$	-		$	-		$	-		$	378,300		$	51,500		$	429,800
less: current portion		-			-			-			(378,300	)		(51,500	)		(429,800	)
non-current portion	$	-		$	-		$	-		$	-		$	-		$	-

7.0% Note payable (August 2012)	$	58,800		$	12,000		$	70,800		$	58,800		$	7,900		$	66,700
less: current portion		(31,600	)		(12,000	)		(43,600	)		(23,200	)		(7,900	)		(31,100	)
7.0% Notes payable - non-current portion	$	27,200		$	-		$	27,200		$	35,600		$	-		$	35,600

Total notes payable to unrelated parties	$	58,800		$	12,000		$	70,800		$	3,381,900		$	770,700		$	4,152,600
less: current portion (and discount at March 31, 2015)		(31,600	)		(12,000	)		(43,600	)		(3,346,300	)		(770,700	)		(4,117,000	)
Net non-current portion	$	27,200		$	-		$	27,200		$	35,600		$	-		$	35,600

*Notes payable to related parties:*
October 2012 7.5% Note to Cato Holding Co.	$	-		$	-		$	-		$	293,600		$	55,900		$	349,500
October 2012 7.5% Note to Cato Research Ltd.		-			-			-			1,009,000			204,800			1,213,800
		-			-			-			1,302,600			260,700			1,563,300
Note discount		-			-			-			(54,500	)		-			(54,500	)
Total notes payable to related parties		-			-			-			1,248,100			260,700			1,508,800
less: current portion		-			-			-			(1,248,100	)		(260,700	)		(1,508,800	)
non-current portion and discount	$	-		$	-		$	-		$	-		$	-		$	-

With the exception of the 10% convertible promissory notes issued in connection with our 2014 Unit Private Placement, described below, and a $300,000 promissory note issued in April 2014 to Icahn School of Medicine at Mount Sinai in satisfaction of certain stem cell technology license maintenance fees and reimbursable patent prosecution costs, all of our outstanding secured and unsecured promissory notes were issued prior to the beginning of our fiscal year ended March 31, 2015 and either no payments were required under the terms of such notes or, for strategic purposes, we did not make any principal or interest payments on them during our fiscal year ended March 31, 2015. As disclosed below, between May 2015 and September 2015, we reached agreements with the holders of essentially all of our outstanding notes to convert the outstanding balance of principal and interest into shares of our Series B Preferred. New promissory note issuances during fiscal years 2015 and 2016 and conversions of our secured and unsecured convertible promissory notes and other promissory notes into shares of our Series B Preferred during the fiscal year ended March 31, 2016 are described below.

10% Convertible Notes Issued in Connection with 2014 Unit Private Placement

As described more completely under the caption 2014 Unit Private Placement in Note 9, Capital Stock, between April 1, 2015 and May 14, 2015, we issued to accredited investors in self-placed private placement transactions 10% convertible notes (the 2014 Unit Notes) in the aggregate face amount of $280,000. The 2014 Unit Notes issued in April and May 2015 represented a continuation of the 2014 Unit Private Placement pursuant to which we had issued in self-placed private placement transactions to accredited investors an aggregate of $3,113,500 principal amount of substantially similar notes between late-March 2014 and March 31, 2015. The 2014 Unit Notes matured between April 30, 2015 and May 15, 2015 (Maturity) and the outstanding principal of the 2014 Unit Notes and their related accrued interest (the Outstanding Balance) was convertible into shares of our common stock at a conversion price of $10.00 per share at or prior to Maturity, at the option of the accredited investor. In addition, upon our consummation of either (i) an equity or equity-based public financing registered with the SEC, or (ii) an equity or equity-based private placement, or series of private placements, not registered with the SEC, in either case resulting in gross cash proceeds to us of at least $10.0 million prior to Maturity (a Qualified Financing), the Outstanding Balance of the 2014 Unit Notes would automatically convert into securities substantially similar to those sold in the Qualified Financing, based on the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x 1.25 / (the per security price of the securities sold in the Qualified Financing).

We allocated the proceeds from the self-placed private placement of the units to the 2014 Unit Notes, the common stock and the warrants comprising the units based on the relative fair value of the individual securities in the unit on the date of the unit sale. Based on the short-duration of the 2014 Unit Notes and their other terms, we determined that the fair value of the 2014 Unit Notes at the date of issuance was equal to their face value. Accordingly, we recorded an initial discount attributable to each 2014 Unit Note for an amount representing the difference between the face value of the 2014 Unit Note and its allocated relative value. Additionally, the 2014 Unit Notes contained an embedded conversion feature having intrinsic value at the issuance date, which value we treated as an additional discount attributable to those 2014 Unit Notes, subject to limitations on the absolute amount of discount attributable to each 2014 Unit Note. We recorded a corresponding credit to additional paid-in capital, an equity account, attributable to the beneficial conversion feature. We amortized the discounts attributable to the 2014 Unit Notes issued in April and May 2015, an aggregate of $277,200, using the effective interest method over the respective term of each 2014 Unit Note. Because the discount on each of these 2014 Unit Notes represented 99% of its initial face value, and because we were required to amortize such discount over the period from issuance to maturity, which was no more than two months for these notes, the calculated effective interest rate is extremely high. Based on the amounts of their respective discounts and the term between issuance and maturity, the effective interest rates attributable to the 2014 Unit Notes issued in April and May 2015 are in excess of 10,000%.

Issuance of Securities in Satisfaction of Technology License and Maintenance Fees and Patent Expenses

As described more completely in Note 9, Capital Stock, in April 2014, we entered into an agreement with Icahn School of Medicine at Mount Sinai (ISMMS), one of our technology licensors, pursuant to which we issued to ISMMS (i) a 10% promissory note in the face amount of $300,000 due on the earlier of December 31, 2014, or the completion of a qualified financing, as defined, (ii) 15,000 restricted shares of our common stock and (iii) a warrant exercisable through March 31, 2019 to purchase 15,000 restricted shares of our common stock at an exercise price of $10.00 per share in satisfaction of $288,400 of stem cell technology license maintenance fees and reimbursable patent prosecution costs (the Agreement). Under the terms of the Agreement, an additional $35,800 of license maintenance fees and reimbursable patent prosecution costs was added to the principal amount of the promissory note through March 31, 2015. We made payments aggregating $100,000 on the note during the fiscal year ended March 31, 2015, prior to its conversion into shares of our Series B Preferred in June 2015.

Accounting for Notes and Other Indebtedness Converted into Series B Preferred

Between May 2015 and September 2015, we extinguished the outstanding balances of approximately $17.2 million of indebtedness, including all of our senior secured promissory notes, all except $58,800 principal of our unsecured promissory notes, and a substantial portion of other indebtedness, and certain adjustments thereto, that were either due and payable or would have become due and payable prior to March 31, 2016, by converting all such indebtedness into shares of our Series B Preferred (which is described more completely below under the caption Creation of Series B Preferred Stock in Note 9, Capital Stock). Evaluating each note or debt class separately, we determined that the conversion of each of the notes or other debt instruments into Series B Preferred should be accounted for as an extinguishment of debt. Further, considering the direct exchangeability of the Series B Preferred shares into shares of our common stock, the 10% dividend applicable to the Series B Preferred prior to such exchange, and other factors, we determined that the fair value of a share of Series B Preferred issued pursuant to the conversion of each of the notes or other debt instruments was equal to the market value of a share of our common stock on the conversion date. Because the fair value of the Series B Preferred into which the debt instruments were converted in all cases exceeded the carrying value of the debt, we recorded an aggregate loss on extinguishment of debt of $26,700,200, in the first and second quarters of the fiscal year ended March 31, 2016, as reflected in the accompanying Consolidated Statement of Operations and Comprehensive Loss for that period.

Conversion of Senior Secured 10% Convertible Promissory Notes issued to PLTG into Series B Preferred

As described more completely in Note 9, Capital Stock, effective on May 12, 2015, we entered in to a broad strategic agreement with PLTG (PLTG Agreement) pursuant to which PLTG, among other things, converted all of the $4,489,300 outstanding balance (principal and accrued interest) of the Senior Secured Notes having maturity dates between October 2015 and July 2016 into 641,335 shares of our Series B Preferred. Based on the $10.00 per share fair value of the Series B Preferred at the date the Senior Secured Notes were converted, we issued Series B Preferred having an aggregate fair value of $6,413,300 to PLTG. Accordingly, we recognized a non-cash loss on the extinguishment of the Senior Secured Notes in the amount of $1,924,000 in the quarter ended June 30, 2015.

Conversion of 2014 Unit Notes into Series B Preferred

Pursuant to the PLTG Agreement, PLTG also converted the $1,345,700 outstanding balance of the 2014 Unit Notes originally issued by us to PLTG that had matured on March 31, 2015 (PLTG Unit Notes) into shares of our Series B Preferred. PLTG additionally agreed to acquire and convert into our Series B Preferred other 2014 Unit Notes that had matured on March 31, 2015 originally issued to other investors having an aggregate outstanding balance of $1,487,900 (Acquired Unit Notes). Further, effective May 20, 2015, the holders of other 2014 Unit Notes that had matured on March 31, 2015 or shortly thereafter, having an aggregate outstanding balance of $1,831,200 (Investor Unit Notes) individually converted such notes into our Series B Preferred. Consequently, the aggregate outstanding balance totaling $4,664,800 of all 2014 Unit Notes, including those issued in April and May 2015, was converted into shares of our Series B Preferred. We determined that the Series B Preferred Unit Offering, as described in Note 9, Capital Stock, would be treated as a Qualified Financing applicable to the 2014 Unit Notes, entitling the 2014 Unit Note holders at the time of conversion to the 25% Qualified Financing conversion premium under the terms of the 2014 Unit Notes. Accordingly, we issued an aggregate of 833,020 shares of our Series B Preferred and warrants to purchase an aggregate of 833,020 shares of our common stock upon the conversion of the outstanding balance of all 2014 Unit Notes, including an aggregate conversion premium of $1,166,200.

Based on the $10.00 per share fair value of the Series B Preferred at the date the PLTG Unit Notes and Acquired Unit Notes were converted and the $8.00 per share fair value of the Series B Preferred at the date the Investor Unit Notes were converted, we issued Series B Preferred having an aggregate fair value of $7,676,200 upon the conversions. We valued the warrants issued in connection with the 2014 Unit Note conversions at an aggregate of $5,168,400 using the Black Scholes option pricing model and the following assumptions:

Assumption:	PLTG Unit Notes and Acquired Unit Notes			Investor Unit Notes
Market price per share at conversion date	$	10.00		$	8.00
Exercise price per share	$	7.00		$	7.00
Risk-free interest rate		1.58			1.57
Contractual term in years		5.00			5.00
Volatility		76.5	%		75.7	%
Dividend rate		0.0	%		0.0	%
Warrant shares		506,004			327,016

Fair Value per share	$	6.89		$	5.15

Nearly all of the 2014 Unit Notes contained a beneficial conversion feature at the time they were originally issued. We have accounted for the repurchase of the beneficial conversion feature at the time of the extinguishment and conversion, an aggregate of $2,237,100, as a reduction to the loss on extinguishment of debt in the accompanying Consolidated Statements of Operations and Comprehensive Loss, with a corresponding reduction to additional paid-in capital. In aggregate, we recognized a non-cash loss on extinguishment of debt attributable to the conversion of the 2014 Unit Notes in the amount of $5,942,700 in the quarter ended June 30, 2015.

Conversion of Promissory Note issued to University Health Network into Series B Preferred

On May 29, 2015, University Health Network (UHN) converted the entire $656,400 outstanding balance (principal and accrued interest) of our promissory note maturing on March 31, 2016 into 93,775 shares of our Series B Preferred. Based on the $10.00 per share fair value of the Series B Preferred at the date the UHN note was converted, we issued Series B Preferred having an aggregate fair value of $937,800 to UHN. After eliminating the remaining $27,500 of unamortized discount on the UHN note, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of the UHN Note of $308,900 in the quarter ended June 30, 2015.

Conversion of Promissory Notes and Accounts Payable issued to Cato Holding Company (CHC) and Cato Research Ltd. (CRL) into Series B Preferred

On June 10, 2015, CHC, the parent company of CRL and a related party, converted the entire aggregate outstanding balance (principal and accrued interest) of $1,583,000 of our outstanding promissory notes issued to CHC and CRL and maturing on March 31, 2016 (together, the Cato Notes), plus an additional $171,300 of past due accounts payable to CRL and a strategic adjustment thereto (CRL Payables) into a total of 328,571 shares of our Series B Preferred. Based on the $10.00 per share fair value of the Series B Preferred at the date the Cato Notes and CRL Payables were converted, we issued Series B Preferred having an aggregate fair value of $3,285,700 to CHC.

As additional consideration for the conversion of the Cato Notes and the CRL Payables, we amended certain outstanding warrants held by CHC and CRL to purchase 12,500 and 60,691 restricted shares of our common stock, respectively, to reduce the exercise price thereof from $30.00 and $20.00 per share, respectively, to $7.00 per share. We calculated the fair value of the warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $222,700. The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share at modification date	$	10.00		$	10.00
Exercise price per share	$	20.00 and $30.00		$	7.00
Risk-free interest rate		0.87	%		0.87	%
Contractual term in years		2.31			2.31
Volatility		73.9	%		73.9	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	2.44 and $1.57		$	5.33

After eliminating the remaining unamortized discount of $46,000 attributable to the Cato Notes, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of the Cato Notes and CRL Payables of $1,800,100 in the quarter ended June 30, 2015.

Conversion of Promissory Note B issued to Morrison & Foerster into Series B Preferred

On June 12, 2015, Morrison & Foerster (M&F) converted the entire aggregate outstanding balance (principal and accrued interest) of $1,735,500 of our August 2012 promissory Note B maturing on March 31, 2016 (M&F Note B), plus an agreed strategic adjustment thereto into a total of 257,143 shares of our Series B Preferred. Based on the $10.00 per share fair value of the Series B Preferred at the date M&F Note B was converted, we issued Series B Preferred having an aggregate fair value of $2,571,400 to M&F.

As additional consideration for the conversion of M&F Note B, we amended two outstanding warrants held by M&F to purchase an aggregate of 110,448 restricted shares of our common stock to reduce the exercise price of one of the warrants from $40.00 per share to $20.00 per share and to extend the term of both warrants from September 15, 2017 to September 15, 2019. We calculated the fair value of the warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $244,200. The warrants subject to the exercise price and term modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share at modification date	$	10.00		$	10.00
Exercise price per share	$	20.00 and $40.00		$	20.00
Risk-free interest rate		0.86	%		1.57	%
Contractual term in years		2.27			4.27
Volatility		73.8	%		76.7	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	2.39 and $1.04		$	4.35

After eliminating the remaining unamortized discount of $225,500 attributable to M&F Note B, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of M&F Note B of $1,305,600 in the quarter ended June 30, 2015.

In addition to its agreement to convert M&F Note B into Series B Preferred, M&F also agreed to withhold, through the later of (i) December 31, 2016 or (ii) our consummation of a registered public offering or a strategic transaction involving AV-101 in which, in either case, we received gross proceeds of at least $20.0 million, any and all action to collect amounts due under our August 2012 promissory Note A maturing on March 31, 2016 (M&F Note A) and all past due amounts owed by us to M&F in connection with professional services previously rendered by M&F (M&F Payables).

Conversion of Morrison & Foerster Note A and Morrison & Foerster Payables into Series B Preferred

In a transaction to which we were not a party, M&F sold M&F Note A, which, at the time of the sale, had an outstanding balance (principal and accrued interest) of $1,149,000, as well as the M&F Payables in the amount of $165,100, to two third-party accredited investors (the M&F Note A Investors). On August 10, 2015, the M&F Note A Investors converted M&F Note A and the M&F Payables into 192,628 shares of our Series B Preferred. Based on the $12.25 per share fair value of the Series B Preferred at the date M&F Note A and the M&F Payables were converted, we issued Series B Preferred having an aggregate fair value of $2,359,700 to the M&F Note A Investors. After eliminating the remaining unamortized discount of $122,400 attributable to M&F Note A, we recognized a non-cash loss on extinguishment of debt attributable to the conversion of M&F Note A and the M&F Payables of $1,168,000 in the quarter ended September 30, 2015.

Conversion of Promissory Note issued to McCarthy Tetrault into Series B Preferred

On June 18, 2015, McCarthy Tetrault (McCarthy) converted the entire $379,600 outstanding balance (principal and accrued interest) of our past due promissory note issued in May 2011, plus an additional $2,100 of past due accounts payable (together, the McCarthy Note), into 59,230 shares of our Series B Preferred. Based on the $14.00 per share fair value of the Series B Preferred at the date the McCarthy Note was converted, we issued Series B Preferred having an aggregate fair value of $829,200 to McCarthy. Accordingly, we recognized a non-cash loss on extinguishment of debt attributable to the conversion of the McCarthy Note of $447,500 in the quarter ended June 30, 2015.

Conversion of Promissory Note issued to Burr Pilger & Mayer into Series B Preferred

On June 24, 2015, Burr Pilger & Mayer (Burr) converted the entire $105,200 outstanding balance (principal and accrued interest) of our past due promissory note issued in May 2011, plus an additional $17,900 of past due accounts payable (together, the Burr Note), into 21,429 shares of our Series B Preferred. Based on the $16.50 per share fair value of the Series B Preferred at the date the Burr Note was converted, we issued Series B Preferred having an aggregate fair value of $353,600 to Burr. Accordingly, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of the Burr Note of $230,500 in the quarter ended June 30, 2015.

Conversion of Promissory Note and Accounts Payable Issued to Icahn School of Medicine at Mount Sinai into Series B Preferred

On June 26, 2015, Icahn School of Medicine at Mount Sinai (ISMMS) converted the entire $270,400 outstanding balance (principal and accrued interest) of our past due April 2014 promissory note into a total of 40,000 shares of our Series B Preferred. Based on the $16.00 per share fair value of the Series B Preferred at the date the note was converted, we issued Series B Preferred having an aggregate fair value of $640,000 to ISMMS.

As additional consideration for the conversion of the ISMMS note, we amended an outstanding warrant held by ISMMS to purchase 15,000 restricted shares of our common stock to reduce the exercise price from $10.00 per share to $7.00 per share. We calculated the fair value of the warrant immediately before and after the modification and determined that the fair value of the warrant increased by $16,600. The warrant subject to the exercise price modification was valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share at modification date	$	16.00		$	16.00
Exercise price per share	$	10.00		$	7.00
Risk-free interest rate		1.34	%		1.34%	%
Contractual term in years		3.76			3.76
Volatility		76.3	%		76.3	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	10.48		$	11.60

We recognized a non-cash loss on extinguishment of debt attributable to the conversion of ISMMS note of $386,200 in the quarter ended June 30, 2015.

On July 13, 2015, ISMMS also converted accounts payable in the amount of $19,100 (ISMMS Payables) into an additional 3,000 shares of our Series B Preferred. Based on the $12.00 per share fair value of the Series B Preferred at the date the ISMMS Payables were converted, we issued Series B Preferred having an aggregate fair value of $36,000 to ISMMS. Accordingly, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of the ISMMS Payables of $16,900 in the quarter ended September 30, 2015.

Conversion of Promissory Note issued to National Jewish Health into Series B Preferred

On June 29, 2015, National Jewish Health (NJH) converted the entire $115,000 outstanding balance (principal and accrued interest) of our past due promissory note into 17,857 shares of our Series B Preferred. Based on the $15.00 per share fair value of the Series B Preferred at the date the NJH note was converted, we issued Series B Preferred having an aggregate fair value of $267,900 to NJH. Accordingly, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of the NJH note of $152,900 in the quarter ended June 30, 2015.

Conversion of Promissory Note issued to Desjardins Securities into Series B Preferred

On July 2, 2015, Desjardins Securities (Desjardins) converted the entire $187,400 outstanding balance (principal and accrued interest) of our past due promissory note into 32,143 shares of our Series B Preferred. Based on the $14.00 per share fair value of the Series B Preferred at the date the Desjardins note was converted, we issued Series B Preferred having an aggregate fair value of $450,000 to Desjardins. Accordingly, we recognized a non-cash loss on extinguishment of the debt attributable to the conversion of the Desjardins note of $262,600 in the quarter ended September 30, 2015.

Conversion of Promissory Note and Accounts Payable issued to MicroConstants into Series B Preferred

On July 6, 2015, MicroConstants, Inc. (MicroConstants) converted the $22,000 outstanding balance (principal and accrued interest) of our past due promissory note and outstanding accounts payable in the amount of $70,400 into an aggregate of 17,857 shares of our Series B Preferred. Based on the $14.00 per share fair value of the Series B Preferred at the date the MicroConstants note and accounts payable were converted, we issued Series B Preferred having an aggregate fair value of $250,000. Accordingly, we recognized a non-cash loss on extinguishment of debt attributable to the conversion of the MicroConstants note and payables of $157,600 in the quarter ended September 30, 2015.

Conversion of Accounts Payable to Professional Services Providers and Other Debt into Series B Preferred

During June and July 2015, two of our professional service providers and a former employee to whom we were contractually obligated for certain accrued compensation amounts converted an aggregate of $497,900 past due amounts for prior services (Service Provider Payables) into an aggregate of 80,929 shares of our Series B Preferred. Based on the per share fair value of the Series B Preferred on the respective dates that each Service Provider Payable was converted, which ranged from $10.00 per share to $12.00 per share, we issued Series B Preferred having an aggregate fair value of $823,800 to the Service Providers. Accordingly, we recognized an aggregate non-cash loss on the extinguishment of debt attributable to the conversion of the Service Provider Payables in the amounts of $281,800 and $44,100 in the quarters ended June 30, 2015 and September 30, 2015, respectively.

Capital Stock

12 Months Ended

Mar. 31, 2016

Stockholders' Equity Note [Abstract]

Capital Stock

9. Capital Stock

Reverse Split (Stock Consolidation) of our Common Stock

As indicated in Note 2, Basis of Presentation, we consummated the Stock Consolidation, a 1-for-20 reverse split of our authorized, and issued and outstanding shares of common stock, effective on August 14, 2014. The par value of our common stock remained unchanged at $0.001 per share following the Stock Consolidation. The Stock Consolidation was approved by the Financial Industry Regulatory Authority (FINRA) on August 13, 2014, and became effective on the OTCQB at the opening of trading on August 14, 2014. Each reference to shares of common stock or the price per share of common stock in these financial statements is post-Stock Consolidation, and reflects the 1-for-20 adjustment as a result of the Stock Consolidation.

Series A Preferred Stock

In December 2011, our Board of Directors authorized the creation of a series of up to 500,000 shares of Series A Preferred, par value $0.001 (Series A Preferred). Each restricted share of Series A Preferred was initially convertible at the option of the holder into one-half of one restricted share of our common stock. The Series A Preferred ranks prior to the common stock for purposes of liquidation preference.

The Series A Preferred has no separate dividend rights, however, whenever the Board of Directors declares a dividend on the common stock, each holder of record of a share of Series A Preferred shall be entitled to receive an amount equal to such dividend declared on one share of common stock multiplied by the number of shares of common stock into which such share of Series A Preferred could be converted on the Record Date.

Except with respect to transactions upon which the Series A Preferred shall be entitled to vote separately as a class, the Series A Preferred has no voting rights. The restricted common stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of our common stock.

In the event of the liquidation, dissolution or winding up of the affairs of the Company, after payment or provision for payment of our debts and other liabilities, the holders of Series A Preferred then outstanding shall be entitled to receive an amount per share of Series A Preferred calculated by taking the total amount available for distribution to holders of all of our outstanding common stock before deduction of any preference payments for the Series A Preferred, divided by the total of (x), all of the then outstanding shares of our common stock, plus (y) all of the shares of our common stock into which all of the outstanding shares of the Series A Preferred can be converted before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock.

At March 31, 2016 and 2015, there were 500,000 restricted shares of Series A Preferred outstanding, convertible into 750,000 shares of our common stock at the option of the holder, all held by PLTG or its affiliates and a third party to whom PLTG transferred certain of the shares. PLTG initially acquired the Series A Preferred pursuant to certain transactions with us that occurred between December 2011 and June 2012, the latter of which involved, among other considerations, the exchange of common stock then owned by PLTG for shares of Series A Preferred. The common shares exchanged for shares of Series A Preferred are treated as treasury stock in the accompanying Consolidated Balance Sheets at March 31, 2016 and 2015.

Creation of Series B Preferred Stock

On July 17, 2014, our Board of Directors authorized the creation of a class of Series B Preferred Stock. On May 7, 2015, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Preferred Stock of VistaGen Therapeutics, Inc. (Certificate of Designation) with the Nevada Secretary of State to designate 4.0 million shares of our authorized preferred stock as Series B Preferred.

Each share of Series B Preferred is convertible, at the option of the holder (Voluntary Conversion), into one (1) share of our Common Stock, subject to adjustment only for customary stock dividends, reclassifications, splits and similar transactions set forth in the Certificate of Designation. All outstanding shares of Series B Preferred are also convertible automatically on a one-to-one basis into shares of our Common Stock (Automatic Conversion) upon the closing or effective date of any of the following transactions or events: (i) a strategic transaction involving AV-101 with an initial up-front cash payment to us of at least $10.0 million; (ii) a registered public offering of our common stock with aggregate gross proceeds to us of at least $10.0 million; or (iii) for 20 consecutive trading days, our common stock trades at least 20,000 shares per day with a daily closing price of at least $12.00 per share; provided, however, that Automatic Conversion and Voluntary Conversion (collectively, Conversion) are subject to certain beneficial ownership blockers as set forth in the Certificate of Designation and/or securities purchase agreements.

Prior to Conversion, shares of Series B Preferred accrue in-kind dividends (payable only in unregistered shares of our common stock) at a rate of 10% per annum (Accrued Dividends). The Accrued Dividends are payable on the date of either a Voluntary Conversion or Automatic Conversion solely in that number of shares of common stock equal to the Accrued Dividends. At March 31, 2016, we have recognized a liability in the amount of $2,089,600 for Accrued Dividends in the accompanying Consolidated Balance Sheet at March 31, 2016, based on the Series B Preferred issued and outstanding, net of conversions to common stock, through that date. We have recognized a deduction from net loss of $2,140,500 related to dividends on Series B Preferred in arriving at net loss attributable to common stockholders in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016. The liquidation value of the Series B Preferred at March 31, 2016 is approximately $27,731,200.

Refer to Note 16, Subsequent Events, for disclosure regarding the Automatic Conversion of certain shares of Series B Preferred upon our consummation of the May 2016 Public Offering and our related issuance of shares of unregistered common stock in payment of Accrued Dividends thereon.

Creation of Series C Preferred Stock

On January 13, 2016, our Board authorized the creation of, and effective January 25, 2016, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock of VistaGen Therapeutics, Inc. (the Series C Preferred Certificate of Designation) with the Nevada Secretary of State to designate 3.0 million shares of our preferred stock, par value $0.001 per share, as Series C Convertible Preferred Stock (Series C Preferred). Upon liquidation, each share of Series C Preferred ranks pari-passu with our Series B Preferred and our Series A Preferred, and is convertible, at the option of the holder into one share of our common stock, subject to certain beneficial ownership limitations as set forth in the Series C Certificate of Designation. Shares of the Series C Preferred do not accrue dividends, and holders of the Series C Preferred have no voting rights. Each share of Series C Preferred is convertible into one (1) share of our common stock. At March 31, 2016, PLTG or its affiliates held all outstanding shares of Series C Preferred.

2014 Unit Private Placement

Between late-March 2014 and March 31, 2015, we entered into securities purchase agreements with accredited investors, including PLTG, pursuant to which we sold units to such accredited investors in private placement transactions (2014 Units), for aggregate cash proceeds of $3,113,500, consisting of (i) 2014 Unit Notes in the aggregate face amount of $3,113,500 which were due on March 31, 2015 or automatically convertible into securities we might have issued upon the consummation of a Qualified Financing, defined as (a) an equity-based public financing registered with the SEC, or (b) a private equity-based financing or series of private equity-based financings, in either case in which we received at least $10 million in gross cash proceeds prior to March 31, 2015; (ii) an aggregate of 282,850 restricted shares of our common stock (2014 Unit Stock); and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 282,850 restricted shares of our common stock at an exercise price of $10.00 per share (2014 Unit Warrants). We sold $1,250,000 of such Units to PLTG, issuing 2014 Unit Notes in the face amount of $1,250,000; 125,000 restricted shares of 2014 Unit Stock and 2014 Unit Warrants to purchase 125,000 shares of our common stock to PLTG. The Outstanding Balance of each 2014 Unit Notes was convertible into shares of our common stock at a conversion price of $10.00 per share at or prior to maturity, at the option of each investor. In addition, however, the Outstanding Balance was automatically convertible into securities substantially similar to those we issued in a Qualified Financing at an amount determined by multiplying the Outstanding Balance by 1.25, and dividing the resulting number by the price per share of securities offered in the Qualified Financing. Under certain circumstances, the holders of the 2014 Unit Notes could request payment in cash in lieu of automatic conversion into the securities of the Qualified Financing. We sold $50,000 of 2014 Units prior to March 31, 2014, which Units are reflected in the figures above.

We allocated the proceeds from the sale of the 2014 Units to the various securities based on their relative fair values on the dates of the sales. As described in Note 8, Convertible Promissory Notes and Other Notes Payable, based on the short-term nature of the Unit Notes, we determined that fair value of the 2014 Unit Notes was equal to their face value. We determined the fair value of the 2014 Unit Stock based on the quoted market price of our common stock on the date of the 2014 Unit sale. We calculated the fair value of the 2014 Unit Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. The table below also presents the aggregate allocation of the 2014 Unit sales proceeds based on the relative fair values of the 2014 Unit Stock, 2014 Unit Warrants and 2014 Unit Notes as of their respective 2014 Unit sales dates.

Unit Warrants																							Aggregate Allocation of Proceeds Based on Relative Fair Value of:
		Weighted Average Issuance Date Valuation Assumptions															Per		Aggregate
Warrant								Risk free									Share Fair		Fair Value		Aggregate Proceeds
Shares		Market		Exercise		Term		Interest						Dividend			Value of		of Unit		of Unit		Unit		Unit		Unit
Issued		Price		Price		(Years)		Rate			Volatility			Rate			Warrant		Warrants		Sales		Stock		Warrant		Note

	282,850	$	9.28	$	10.00		2.17		0.62	%		72.36	%		0.00	%	$	3.63	$	1,027,000	$	3,133,500	$	1,122,400	$	454,200	$	1,556,900

Between April 1, 2015 and May 14, 2015, we entered into additional securities purchase agreements with accredited investors pursuant to which we sold 2014 Units to such accredited investors for aggregate cash proceeds of $280,000, such 2014 Units consisting of (i) 2014 Unit Notes in the aggregate face amount of $280,000 due between April 30, 2015 and May 15, 2015 or automatically convertible into securities issuable upon our consummation of a Qualified Financing, as defined in the note; (ii) an aggregate of 33,000 restricted shares 2014 Unit Stock; and (iii) 2014 Unit Warrants exercisable through December 31, 2016 to purchase an aggregate of 24,250 restricted shares of our common stock at an exercise price of $10.00 per share.

As described above, we allocated the proceeds from the private placement sales of the 2014 Units sold during the fiscal year ended March 31, 2016 to the various securities based on their relative fair values on the dates of the sales. We calculated the fair value of these 2014 Unit Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. The table below also presents the aggregate allocation of the 2014 Unit sales proceeds based on the relative fair values of the 2014 Unit Stock, 2014 Unit Warrants and 2014 Unit Notes as of their respective 2014 Unit sales dates during the fiscal year ended March 31, 2016.

Unit Warrants																							Aggregate Allocation of Proceeds Based on Relative Fair Value of:
		Weighted Average Issuance Date Valuation Assumptions															Per		Aggregate
Warrant								Risk free									Share Fair		Fair Value		Aggregate Proceeds
Shares		Market		Exercise		Term		Interest						Dividend			Value of		of Unit		of Unit		Unit		Unit		Unit
Issued		Price		Price		(Years)		Rate			Volatility			Rate			Warrant		Warrants		Sales		Stock		Warrant		Note

	24,250	$	10.00	$	10.00		1.70		0.45	%		73.19	%		0.00	%	$	3.69	$	89,600	$	280,000	$	128,900	$	2,057,900	$	118,200

In aggregate, between late-March 2014 and May 14, 2015, we entered into securities purchase agreements with accredited investors for the 2014 Unit Private Placement pursuant to which we sold 2014 Units to such accredited investors for aggregate cash proceeds of $3,413,500, consisting of (i) 2014 Unit Notes in the aggregate face amount of $3,413,500 due between March 31, 2015 and May 15, 2015 or automatically convertible into securities issuable upon our consummation of a Qualified Financing, as defined in the note; (ii) an aggregate of 315,850 restricted shares of 2014 Unit Stock; and (iii) 2014 Unit Warrants exercisable through December 31, 2016 to purchase an aggregate of 307,100 restricted shares of our common stock at an exercise price of $10.00 per share.

May 2015 Agreement with PLTG

On May 5, 2015, we entered into an Agreement with PLTG, which, as modified, became effective on May 12, 2015 (PLTG Agreement) and pursuant to which PLTG:

●

Converted into 641,335 shares of Series B Preferred all of the approximately $4.5 million outstanding balance (principal and accrued but unpaid interest) of the Senior Secured Notes we had previously issued to PLTG, as described previously in Note 8, Convertible Promissory Notes and Other Notes Payable;

●

Released all of its security interests in our assets and those of our subsidiaries by terminating the Amended and Restated Security Agreement, IP Security Agreement and Negative Covenant, each dated October 11, 2012 between us and PLTG;

●

Converted into 240,305 shares of Series B Preferred and five-year warrants to purchase 240,305 shares of our common stock at a fixed exercise price of $7.00 per share (Series B Warrants) all of the approximately $1.3 million outstanding balance (principal and accrued but unpaid interest) of the 2014 Unit Notes that we issued to PLTG, as described previously in Note 8, Convertible Promissory Notes and Other Notes Payable;

●

Purchased approximately $1.5 million (including accrued but unpaid interest thereon) of outstanding 2014 Unit Notes we had previously issued to various accredited investors from the respective holders thereof (Acquired Unit Notes) and converted the entire approximately $1.5 million outstanding balance of the Acquired Unit Notes into 265,699 shares of Series B Preferred and Series B Warrants to purchase 265,699 shares of our common stock, as described previously in Note 8, Convertible Promissory Notes and Other Notes Payable;

●

Entered into a Securities Purchase Agreement (SPA) to purchase from us, in our self-placed private placement, for $1.0 million, a total of 142,857 shares of Series B Preferred and a Series B Warrant to purchase 142,857 shares of our common stock, which shares of Series B Preferred and Series B Warrants have been purchased and issued;

●

Amended the PLTG Warrants previously issued by us to PLTG in connection with the Senior Secured Notes and the Series A Exchange Warrant to (i) fix the exercise price thereof, (ii) eliminate the exercise price reset features; (iii) fix the number of shares of our common stock issuable thereunder, and (iv) eliminate the cashless exercise provisions from the PLTG Warrants, as described in Note 4. Fair Value Measurements; and

●

Agreed to refrain from the sale of any shares of our common stock held by PLTG or its affiliates until the earlier to occur of an effective registration statement relating to resale of certain specified shares of common stock under the Securities Act of 1933, as amended, or the closing price of our common stock is at least $15.00 per share.

As additional consideration for the several agreements of PLTG under the PLTG Agreement, we issued to PLTG 400,000 shares of Series B Preferred (Additional Consideration Shares) and Series B Warrants (Additional Consideration Warrants) to purchase 1.2 million shares of our common stock, and exchanged 30,000 shares of our common stock then beneficially owned or controlled by PLTG for 30,000 shares of Series B Preferred. Considering the exchangeability of the Series B Preferred into our common stock, the dividend applicable to the Series B Preferred prior to such exchange, and other factors, we determined that the fair value of a share of Series B Preferred issued to PLTG pursuant to the PLTG Agreement was equal to the market value of a share of our common stock on the effective date of the PLTG Agreement. Based on the $10.00 per share fair value of the Series B Preferred at the May 12, 2015 effective date of the PLTG Agreement, we issued Additional Consideration Shares having an aggregate fair value of $4.0 million to PLTG. We valued the Additional Consideration Warrants at an aggregate of $8,270,900 using the Black Scholes option pricing model and the same assumptions used in valuing the Series B Warrants issued to PLTG in connection with the conversion of the PLTG Unit Notes and the Acquired Unit Notes, as described previously in Note 8, Convertible Promissory Notes and Other Notes Payable. We recognized the aggregate fair value of the Additional Consideration Shares and Additional Consideration Warrants, $12,270,900, as an additional non-cash component of loss on debt extinguishment in the quarter ended June 30, 2015.

August 2015 Agreement with PLTG

On August 3, 2015, we entered into the August 2015 Agreement with PLTG pursuant to which we agreed to sell to PLTG an additional $3.0 million of our Series B Preferred and Series B Warrants (together Series B Preferred Units) between August 15, 2015 and October 15, 2015 and issue an aggregate of 458,571 shares of Series B Preferred and Series B Warrants to purchase 458,571 shares of our common stock. Through December 31, 2015, PLTG had purchased an aggregate of $1,650,000 of Series B Preferred Units contemplated under the August 2015 Agreement and we had issued 235,714 shares of Series B Preferred and Series B Warrants to purchase 235,714 shares of our common stock related to such purchases. As of December 31, 2015, we agreed with PLTG to terminate their right under the August 2015 Agreement to purchase any additional Series B Preferred Units.

2015 Series B Preferred Unit Offering

Between May 26, 2015 and March 31, 2016, in self-placed private placement transactions, we sold to accredited investors an aggregate of $5,025,800 of units in our Series B Preferred Unit offering, which units consist of Series B Preferred and Series B Warrants (together Series B Preferred Units), including $2,650,000 to PLTG, which amount includes $1,650,000 pursuant to the August 2015 Agreement with PLTG. We issued 717,978 shares of Series B Preferred and Series B Warrants to purchase 717,978 shares of our common stock. Through March 31, 2016, we received an aggregate of $5,025,800 in cash proceeds from our self-placed private placement and sale of the Series B Preferred Units.

We allocated the proceeds from the sale of the Series B Preferred Units to the Series B Preferred and the Series B Warrants based on their relative fair values on the dates of the sales. As described in Note 8, Convertible Promissory Notes and Other Notes Payable, we determined that the fair value of a share of Series B Preferred was equal to the quoted market value of a share of our common stock on the date of a Series B Preferred Unit sale. We calculated the fair value of the Series B Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. The table below also presents the aggregate allocation of the Series B Preferred Unit sales proceeds based on the relative fair values of the Series B Preferred and the Series B Warrants as of their respective Series B Preferred Unit sales dates. The difference between the relative fair value per share of the Series B Preferred, approximately $4.13 per share, and its Conversion Price (or stated value) of $7.00 per share represents a deemed dividend to the purchasers of the Series B Preferred Units. Accordingly, we have recognized a deemed dividend in the aggregate amount of $2,058,000 in arriving at net loss attributable to common stockholders in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016.

Unit Warrants																							Aggregate Allocation of Proceeds Based on Relative Fair Value of:
		Weighted Average Issuance Date Valuation Assumptions															Per		Aggregate
Warrant								Risk free									Share Fair		Fair Value		Aggregate Proceeds
Shares		Market		Exercise		Term		Interest						Dividend			Value of		of Unit		of Unit		Unit		Unit
Issued		Price		Price		(Years)		Rate			Volatility			Rate			Warrant		Warrants		Sales		Stock		Warrant

	717,978	$	10.45	$	7.00		5.00		1.61	%		77.30	%		0.0	%	$	7.37	$	5,288,600	$	5,025,800	$	2,967,900	$	2,057,900

See Note 16, Subsequent Events, for disclosure regarding additional sales of Series B Preferred Units after March 31, 2016.

Registration Statement for Common Stock underlying Series B Preferred and Series B Warrants

The securities purchase agreements for the Series B Preferred and Series B Preferred Units executed with PLTG, the holders of the Investor Unit Notes, the holders of our promissory notes and other indebtedness converted into shares of Series B Preferred, initial investors in Series B Preferred Units, and certain others to whom we issued Series B Preferred, contained registration rights requiring that a Registration Statement on Form S-1 (Registration Statement) registering, under the Securities Act, certain shares of common stock underlying the Series B Preferred and the Series B Warrants be declared effective on or before August 30, 2015. We filed an initial Registration Statement with the SEC on July 21, 2015, which we amended on August 25, 2015, and which was declared effective by the SEC on August 28, 2015. The Registration Statement registered an aggregate of 3,992,479 shares of our common stock underlying outstanding Series B Preferred and Series B Warrants. Accordingly, we incurred no cash or in kind penalties under the securities purchase agreements.

Conversion of Series B Preferred into Common Stock

Between September 2015 and March 31, 2016, holders of an aggregate of 228,818 shares of Series B Preferred converted such shares into an equivalent number of registered shares of our common stock. Additionally, we issued an aggregate of 6,837 shares of our restricted common stock in payment of $50,900 in accrued dividends on the Series B Preferred converted.

Warrant Exchanges into Series C Preferred and Common Stock

On January 25, 2016, we entered into an Exchange Agreement (the Exchange Agreement) with PLTG and Montsant Partners, LLC, an organization affiliated with PLTG (Montsant and, together with PLTG, the Holders), pursuant to which (i) 200,000 shares of our common stock held by the Holders were exchanged for 200,000 shares of Series C Preferred; and(ii) the Holders canceled outstanding warrants to purchase an aggregate of 2,368,658 shares of our unregistered common stock (the Outstanding PLTG Warrants) in exchange for a total of 1,776,494 shares of Series C Preferred. In addition, PLTG terminated its right under the Note Exchange and Purchase Agreement, originally dated October 11, 2012 (the NEPA), as amended, to receive the Series A Exchange Warrant to purchase a total of 455,358 shares of our common stock upon conversion of all of its shares of our Series A Preferred, and, as consideration, we issued to PLTG 341,518 shares of Series C Preferred. Upon execution of the Exchange Agreement and the termination of PLTG’s right to receive Series A Exchange Warrants under the NEPA, we issued a Series A Exchange Warrant to purchase a total of 80,357 shares of our common stock to the current holder of shares of Series A Preferred previously held, but subsequently assigned, by PLTG.

We accounted for the exchange of the Outstanding PLTG Warrants and the Series A Preferred Exchange Warrant as a warrant modification, determining the fair value of the Outstanding PLTG Warrants, and the Series A Preferred Exchange Warrant as if issued on the Exchange Agreement date, as of the Exchange Agreement date, and comparing that to the fair value of the Series C Preferred stock issued. We calculated the weighted average fair value of the Outstanding PLTG Warrants to be $6.03 per share, or $11,797,400, using the Black Scholes Option Pricing Model and the following weighted average assumptions: market price per share: $8.25; exercise price per share: $7.13; risk-free interest rate: 1.27%; remaining contractual term: 3.99 years; volatility: 79.5%; expected dividend rate: 0%. We calculated the fair value of the Series A Exchange Warrants to be $5.45 per share, or an aggregate of $2,919,200, allocated as $2,481,300 to PLTG and $437,900 to the other Holder, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $8.25; exercise price per share: $7.00; risk-free interest rate: 1.47%; remaining contractual term: 5.00 years; volatility: 77.9%; expected dividend rate: 0%. Considering the direct exchangeability of the Series C Preferred shares into shares of our common stock, we determined that the fair value of a share of Series C Preferred issued pursuant to the Exchange Agreement was equal to the market value of a share of our common stock on the date of the Exchange Agreement. Accordingly, the fair value of the aggregate of 2,118,012 Series C Preferred issued to PLTG pursuant to the Exchange Agreement was $17,473,600 and we recognized the additional fair value, $3,194,900, as warrant modification expense, included as a component of general and administrative expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016.

Between January 29, 2016 and March 31, 2016, we entered into Warrant Exchange Agreements with certain holders of outstanding warrants to purchase an aggregate of 1,086,610 shares of our common stock pursuant to which the holders agreed to the cancellation of such warrants in exchange for our issuance to them of an aggregate of 814,989 shares of our unregistered common stock. In connection with these exchanges, we extended the expiration date of certain warrants by three months.

We also accounted for the exchange of these warrants as warrant modifications, comparing their fair value prior to the exchange with the fair value of the common stock issued. We calculated the weighted average fair value of the warrants prior to the exchange to be $3.76 per share, or $4,081,600, using the Black Scholes Option Pricing Model and the following weighted average assumptions: market price per share: $8.00; exercise price per share: $8.47; risk-free interest rate: 0.88%; remaining contractual term: 3.04 years; volatility: 81.0%; expected dividend rate: 0%. The weighted average fair value of the aggregate of 814,989 shares of common stock issued in the exchange was $7.97 per share or $6,495,000. Accordingly, we recognized the additional fair value, $2,143,400, as warrant modification expense, included as a component of general and administrative expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016. As noted, effective on January 25, 2016, we extended the term of warrants to purchase an aggregate of 91,230 unregistered shares of our common stock otherwise due to expire between January 31, 2016 and June 11, 2016 by three months. We calculated the fair value of the extended warrants immediately before and after the extension and determined that the fair value of the warrants increased by an aggregate of $45,700, which we treated as an additional component of warrant modification expense for the fiscal year ended March 31, 2016 in the accompanying Consolidated Statement of Operations and Comprehensive Loss. The warrants subject to the term extension were valued using the Black-Scholes Option Pricing Model and the following weighted average assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	8.25	$	8.25
Exercise price per share	$	12.99	$	12.99
Risk-free interest rate		0.28%		0.36%
Remaining contractual term in years		0.15		0.40
Volatility		91.2%		91.2%
Dividend rate		0.0%		0.0%

Fair Value per share	$	0.30	$	0.80

For warrants which were extended and subsequently exchanged, the pre-modification fair value used in the warrant exchange calculation was the post-modification term extension fair value, since those warrants were treated as having been modified twice in a twelve-month period.

Amendment of 2013 Unit Notes and 2013 Unit Warrants

Effective May 31, 2014, we entered into note and warrant amendment agreements with substantially all holders of 10% convertible promissory notes maturing on July 30, 2014 (2013 Unit Notes) and warrants exercisable through July 30, 2016 to purchase restricted shares of our common stock at an exercise price of $20.00 per share (2013 Unit Warrants) to (i) modify certain terms of their 2013 Unit Notes, including the maturity date and certain conversion features, to conform to the corresponding terms of the 2014 Unit Notes and (ii) to modify certain terms of the 2013 Unit Warrants, including the exercise price and expiration date, to conform to the corresponding terms of the 2014 Unit Warrants. Holders of 2013 Unit Notes having an aggregate initial face amount of $895,000 and warrants to purchase an aggregate of 93,250 restricted shares of our common stock agreed to the amendments. The amended 2013 Unit Notes were subsequently treated as, and referred to herein, as 2014 Unit Notes. Based on the subsequent May 2015 election by the holders of the amended 2013 Unit Notes, such notes became either a component of the Acquired Unit Notes or the Investor Unit Notes, which, as described in Note 8, Convertible Promissory Notes and Other Notes Payable, were, in either case, converted into shares of our Series B Preferred. The maturity date of 2013 Unit Notes payable to holders who did not agree to amend their 2013 Unit Note and 2013 Unit Warrant remained July 30, 2014 and the $20.00 per share exercise price and July 30, 2016 expiration date of the 2013 Unit Warrants held by such holders remained unchanged. Between April 1, 2014 and August 15, 2014, we repaid 2013 Unit Notes having an initial face value of $ 112,500 and since the later date, no un-amended 2013 Unit Notes were outstanding.

We calculated the fair value of the modified 2013 Unit Warrants immediately before and after the modifications and determined that the fair value of the warrants increased by an aggregate of $272,900, which we treated as a component of loss on extinguishment of debt for the fiscal year ended March 31, 2015 in the accompanying Consolidated Statements of Operations and Comprehensive Loss with a corresponding credit to additional paid-in capital, an equity account. The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	12.60	$	12.60
Exercise price per share	$	20.00	$	10.00
Risk-free interest rate		0.44%		0.62%
Remaining contractual term in years		2.17		2.59
Volatility		75.6%		76.6%
Dividend rate		0.0%		0.0%

Fair Value per share	$	3.73	$	6.65

Issuance of Securities in Satisfaction of Technology License and Maintenance Fees and Patent Expenses

In April 2014, we entered into an agreement with Icahn School of Medicine at Mount Sinai (ISMMS), one of our long-term technology licensors, pursuant to which we issued to ISMMS (i) a 10% promissory note in the face amount of $300,000 due on the earlier of December 31, 2014, or the completion of a qualified financing, as defined, (ii) 15,000 restricted shares of our common stock and (iii) a warrant exercisable through March 31, 2019 to purchase 15,000 restricted shares of our common stock at an exercise price of $10.00 per share in satisfaction of $288,400 of stem cell technology license maintenance fees and reimbursable patent prosecution costs (the Icahn School Agreement). Based on the short-duration of the note, its interest rate and other terms, we determined that the fair value of the note at the date of issuance was equal to its face value. We determined the fair value of stock to be $141,000, based on the $9.40 per share quoted market price of our common stock on the date of the agreement. We calculated the fair value of the warrant to be $5.95 per share, or $89,200, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $9.40; exercise price per share: $10.00; risk-free interest rate: 1.59%; contractual term: 5.0 years; volatility: 80.3%; expected dividend rate: 0%. We recognized a loss on extinguishment of debt in the amount of $241,800 related to the Icahn School Agreement in the accompanying Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2015. Under the terms of the Icahn School Agreement, an additional $35,800 of license maintenance fees and reimbursable patent prosecution costs were added to the principal amount of the promissory note through March 31, 2015. As described in Note 8, Convertible Promissory Notes and Other Notes Payable, this note was extinguished upon its conversion into shares of our Series B Preferred in June 2015.

Issuance of Securities to Professional Service Providers

During our fiscal year ended March 31, 2016, we issued the following securities in private placement transactions as compensation for various professional services. Unless otherwise noted, we recorded the related expense as a component of general and administrative expense in the Consolidated Statement of Operations and Comprehensive Loss for the year ended March 31, 2016.

●

In June 2015, we issued an aggregate of 25,000 shares of our Series B Preferred having a fair value of $250,000 as compensation for legal services related to our debt restructuring and other corporate finance matters.

●

On June 30, 2015, we issued an aggregate of 90,000 shares of our Series B Preferred having an aggregate value of $1,350,000 as compensation for financial advisory and corporate development service contracts with two independent contractors for services to be performed through June 30, 2016. The value of the Series B Preferred grants was recorded as a prepaid expense at the date of the grant and is being expensed ratably over the twelve months ending June 30, 2016, with $1,012,500 expensed during the fiscal year ended March 31, 2016.

●

During the quarter ended June 30, 2015, we also issued an aggregate of 50,000 shares of our common stock having an aggregate value of $500,000, as compensation under two corporate development service contracts.

●

During the quarter ended September 30, 2015 we issued to two providers of intellectual property-related legal services an aggregate of 10,000 shares of our Series B Preferred having an aggregate fair value of $120,000.

●

In January 2016, we issued 10,000 shares of our common stock having a fair value of $90,000 in connection with legal services.

●

In February 2016 we issued an aggregate of 6,250 shares of our common stock in connection with legal ($25,000) and investor relations ($25,000) services;

●

In March 2016, we issued an aggregate of 10,375 shares of our common stock in connection with investor relations ($58,000) and legal ($25,000) services.

As indicated in the following table, during the quarter ended December 31, 2015, we issued warrants to purchase an aggregate of 45,000 shares of our unregistered common stock to four parties as compensation under certain investment banking agreements. In connection with the November 2015 warrant grant, we also issued 15,750 shares of unregistered common stock valued at $106,300 and, in connection with the December 11, 2015 warrant grant, we made a cash payment of $20,000. In March 2016, we issued warrants to purchase an aggregate of 230,000 shares of our common stock to eleven professional service providers in connection with investment banking, strategic planning and financing, tax, legal and research and development consulting services. We recognized $1,042,400 of general and administrative expense and $127,100 of research and development expense attributable to the March 2016 grants. We valued the warrants granted on the dates indicated using the Black Scholes Option Pricing Model and the following assumptions:

Assumption:	11/23/2015		12/11/2015		3/25/2016
Market price per share	$	6.75	$	5.00	$	8.00
Exercise price per share	$	7.00	$	7.00	$	8.00
Risk-free interest rate		1.70%		1.16%		1.39%
Contractual term in years		5.0		3.0		5.0
Volatility		77.95%		77.88%		78.96%
Dividend rate		0.0%		0.0%		0.0%

Fair Value per share	$	4.22	$	2.12	$	5.08
Warrant shares granted		7,500		37,500		230,000
Expense recognized	$	31,700	$	79,600	$	1,169,500

In May 2014, we entered into a consulting agreement for strategic advisory and business development services pursuant to which we issued 10,000 restricted shares of our common stock as partial compensation for such professional services. We determined the fair value of stock to be $134,000, based on the $13.40 per share quoted market price of our common stock on the date of the agreement. Additionally, under the terms of the agreement, we paid an aggregate of $80,000 between May 2014 and December 31, 2014 as additional compensation for professional services rendered by the consultant. Effective January 12, 2015, we entered into a new consulting agreement with this consultant for similar services pursuant to which we issued 20,000 restricted shares of our common stock valued at $160,000, based on the $8.00 per share quoted market price of our common stock on the date of the agreement, and made cash payments of $175,000 through March 31, 2016 as compensation for such professional services.

In March 2015, we entered into a consulting agreement with another consultant for additional advisory and business development services pursuant to which we issued 25,000 restricted shares of our common stock as compensation for such professional services. We determined the fair value of stock to be $175,000, based on the $7.50 per share quoted market price of our common stock on the date of the agreement.

In March 2015, we issued 16,667 shares of our common stock valued at $166,700 to our legal counsel in settlement of direct legal fees related to services provided with respect to prospective, unconsummated public and private offerings of our equity securities during 2013 and 2014. We recognized a loss of $16,700 with respect to this settlement, which is included in Loss on Extinguishment of Debt in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the year ended March 31, 2015.

Modification of Warrants

In addition to warrants modified in connection with conversions of certain of our outstanding promissory notes into Series B Preferred as described earlier in Note 8, Convertible Promissory Notes and Other Notes Payable, and the warrants modified in connection with the Warrant Exchange Agreements described earlier in this note, on June 10, 2015, we modified certain other outstanding warrants to purchase an aggregate of 54,576 shares of our common stock to reduce their exercise price. We calculated the fair value of the modified warrants immediately before and after the modifications and determined that the fair value of the warrants increased by an aggregate of $122,300, which we recognized as a component of general and administrative expense for the quarter ended June 30, 2015, with a corresponding credit to additional paid-in capital. The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	10.00	$	10.00
Exercise price per share (weighted average)	$	30.23	$	11.92
Risk-free interest rate (weighted average)		0.83%		0.83%
Remaining contractual term in years (weighted average)		2.26		2.26
Volatility (weighted average)		73.7%		73.7%
Dividend rate		0.0%		0.0%

Fair Value per share (weighted average)	$	1.55	$	3.79

Officer and Director Warrant Grants and Modifications

On September 2, 2015, when the market price of our common stock was $9.11 per share, our Board of Directors (Board) authorized the grant of fully-vested five-year warrants to purchase an aggregate of 650,000 restricted shares of our common stock at an exercise price of $9.25 per share, including an aggregate of 600,000 of such shares to company officers and independent members of the Board. We valued the new warrant grants at $5.68 per share, or an aggregate of $3,692,900, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $9.11; exercise price per share: $9.25; risk-free interest rate: 1.52%; contractual term: 5.0 years; volatility: 77.2%; expected dividend rate: 0%. We recognized non-cash research and development and general and administrative stock compensation expense in the amounts of $852,200 and $2,840,700, respectively, attributable to the warrant grants in the quarter ended September 30, 2015, which amounts are reflected in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016.

On November 11, 2015, when the market price of our common stock was $6.50 per share, the Board authorized the modification of outstanding warrants to purchase an aggregate of 1,123,533 shares of our common stock, including the warrants to purchase an aggregate of 600,000 shares granted in September 2015, as described above, previously granted to company officers, independent members of the Board and a key scientific advisor to reduce the exercise prices thereof to $7.00 per share and to extend through March 19, 2019 the expiration date of such warrants to purchase an aggregate of 10,803 shares of our unregistered common stock otherwise scheduled to expire during calendar 2016. We calculated the fair value of the modified warrants immediately before and after the modifications and determined that the fair value of the warrants increased by an aggregate of $492,600. We recognized $357,500 of such increase as a component of general and administrative expense in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016, and the remaining $135,100 as a component of research and development expense in the same period. The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	6.50	$	6.50
Exercise price per share (weighted average)	$	9.97	$	7.00
Risk-free interest rate (weighted average)		1.74%		1.75%
Remaining contractual term in years (weighted average)		5.13		5.16
Volatility (weighted average)		78.8%		78.7%
Dividend rate		0.0%		0.0%

Fair Value per share (weighted average)	$	3.65	$	4.08

In January 2015, when the market price of our common stock was $8.00 per share, the Board authorized the grant of fully-vested five-year warrants to purchase an aggregate of 381,000 restricted shares of our common stock at an exercise price of $10.00 per share, including an aggregate of 340,000 such shares to company officers and independent members of the Board. The Board also granted one-year warrants to purchase 5,715 restricted shares of our common stock at an exercise price of $10.00 per share to consultants whose warrants had expired at December 31, 2014. Additionally, the Board extended by one year the expiration date of outstanding warrants to purchase 90,675 shares of our restricted common stock otherwise expiring during calendar 2015 and reduced the exercise price to $15.00 per share for such of those extended term warrants having exercise prices in excess of that amount.

We valued the new warrant grants at $1,756,900 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $8.00; exercise price per share: $10.00; risk-free interest rate: 1.45% for five-year warrants and 0.24% for one-year warrants; contractual term: 5 years or 1 year; volatility: 75.86% for five-year warrants and 69.74% for one-year warrants; expected dividend rate: 0%. We calculated the fair value of the modified warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $98,400, which is reflected in general and administrative expense in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2015. The warrants subject to the exercise price modifications and term extensions were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share at modification date	$	8.00	$	8.00
Exercise price per share (weighted average)	$	23.13	$	13.00
Risk-free interest rate (weighted average)		0.04%		0.31%
Contractual term in years (weighted average)		0.24		1.24
Volatility (weighted average)		69.7%		69.8%
Dividend rate		0.0%		0.0%

Weighted Average Fair Value per share	$	0.22	$	1.31

In making our fair value determinations for both new warrant grants and warrant modifications using the Black Scholes Option Pricing Model, we utilize the following principles in selecting our input assumptions. The market price per share during the years ended March 31, 2016 and 2015 is based on the quoted market price of our common stock on the OTCQB on the date of the grant or modification. Because of our relatively short history as a public company, we estimate stock price volatility based on the historical volatilities of a peer group of public companies over the contractual or remaining contractual term of the warrant. The contractual term of the warrant is determined based on the grant or modification date and the latest date on which the warrant can be exercised under its original or modified terms. The risk-free rate of interest is based on the quoted constant maturity rate for U.S. Treasury Bills on the date of the grant or modification for the term most closely corresponding with the contractual term or remaining term of the warrant. We assume a dividend rate of zero as we have not paid and do not expect to pay dividends in the near future.

Warrants Outstanding

The following table summarizes outstanding warrants to purchase shares of our common stock as of March 31, 2016. The weighted average exercise price of outstanding warrants at March 31, 2016 was $8.17 per share.

Exercise Price		Expiration	Shares Subject to Purchase at
per Share		Date	March 31, 2016

$	7.00	12/11/2018 to 3/3/2023		1,417,125
$	8.00	3/25/2021		230,000
$	10.00	8/31/2016 to 1/11/2020		135,384
$	15.00	4/30/2016 to 8/31/2016		10,664
$	20.00	9/15/2019		110,448
$	30.00	11/20/2017		3,600

				1,907,221

Note Receivable from Sale of Common Stock

In May 2011, the Company accepted a $500,000 short-term note from an investor in payment for shares of the Company’s common stock sold to the investor in a private placement transaction. On October 2, 2014 we received a cash payment of $60,000 from the maker of the note. We considered that payment to be in full satisfaction of the outstanding principal balance of the note and related accrued interest, aggregating $194,900, at the date of the payment and recognized a loss of $134,900 on the settlement of the note, which is reflected as a component of Other expenses, net in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2015.

Reserved Shares

At March 31, 2016, the Company has reserved shares of its common stock for future issuance as follows:

Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding (1)			750,000

Upon exchange of all shares of Series B Preferred Stock currently issued and outstanding			3,663,077
Reserved for potential future issuance of Series B Preferred Stock			108,105

Upon exchange of all shares of Series C Preferred Stock currently issued and outstanding			2,318,012
Reserved for potential future issuance of Series C Preferred Stock			681,988

Pursuant to warrants to purchase common stock:
Subject to outstanding warrants			1,907,221

Pursuant to stock incentive plans:
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans			336,987
Available for future grants under the 2008 Stock Incentive Plan			660,242
			997,229

Total			10,425,632
____________
(1) assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended

Research and Development Expenses

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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+ Details

Research and Development Expenses

12 Months Ended

Mar. 31, 2016

Research and Development [Abstract]

10. Research and Development Expenses

The Company recorded research and development expenses of approximately $3.9 million and $2.4 million in the fiscal years ended March 31, 2016 and 2015, respectively. Research and development expense is composed primarily of employee compensation expenses, including stock–based compensation, direct project expenses, and costs to maintain and prosecute our intellectual property suite, including new patent applications for AV-101 for various indications.

The entire disclosure for research, development, and computer software activities, including contracts and arrangements to be performed for others and with federal government. Includes costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility and in-process research and development acquired in a business combination consummated during the period.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Income Taxes

12 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

The provision for income taxes for the periods presented in the Consolidated Statements of Operations and Comprehensive Loss represents minimum California franchise taxes. Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax losses as a result of the following:

	Fiscal Years Ended March 31,
	2016			2015

Computed expected tax benefit		(34.00	) %		(34.00	) %
Tax effect of loss on debt extinguishment		19.22	%		5.85	%
Tax effect of warrant modifications		4.38	%		0.24	%
Tax effect of Warrant Liability mark to market		1.36	%		0.08	%
Other losses not benefitted		9.04	%		27.83	%
Other		0.01	%		0.02	%

Income tax expense		0.01	%		0.02	%

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 the Company’s deferred tax assets are as follows (in thousands):

	March 31,
	2016			2015
Deferred tax assets:
Net operating loss carryovers	$	26,606		$	23,054
Basis differences in fixed assets		-			24
Accruals and reserves		4,609			2,694
Total deferred tax assets		31,215			25,772

Valuation allowance		(31,215	)		(25,772	)

Net deferred tax assets	$	-		$	-

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 $5,443,000 and $4,619,000 during the fiscal years ended March 31, 2016 and 2015, respectively. When realized, deferred tax assets related to employee stock options will be credited to additional paid-in capital.

As of March 31, 2016, we had U.S. federal net operating loss carryforwards of $67.9 million, which will expire in fiscal years 2020 through 2036. As of March 31, 2016, we had state net operating loss carryforwards of $60.1 million, which will expire in fiscal years 2017 through 2036.

U.S. federal and state tax laws include substantial restrictions on the utilization of net operating loss carryforwards in the event of an ownership change of a corporation. 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.

The Company files income tax returns in the U.S. federal and Canadian jurisdictions and California and Maryland state jurisdictions. The Company is subject to U.S. federal and state income tax examinations by tax authorities for tax years 2000 through 2016 due to net operating losses that are being carried forward for tax purposes.

The Company does not have any uncertain tax positions or unrecognized tax benefits at March 31, 2016 and 2015. The Company’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively.

Licensing and Collaborative Agreements

12 Months Ended

Mar. 31, 2016

Licensing and Collaborative Agreements

12. Licensing and Collaborative Agreements

U.S. National Institutes of Health

During fiscal years 2006 through 2008, the U.S. National Institutes of Health (NIH) awarded VistaGen California a $4.2 million grant to support preclinical development of AV-101 for pain. In June 2009, the NIH further awarded VistaGen California a $4.2 million grant to support the Phase I clinical development of AV-101, which amount was subsequently increased to a total of $4.6 million in July 2010. The grant expired in the ordinary course on June 30, 2012 and all funds had been expended. AV-101, our orally available prodrug candidate is currently in Phase 2 development, initially for the adjunctive treatment of Major Depressive Disorder (MDD) in patients with an inadequate response to standard antidepressants. In February 2015, we entered into a Cooperative Research and Development Agreement with the National Institute of Mental Health (NIMH) to collaborate on an NIH-sponsored Phase 2 clinical study of the efficacy and safety of AV-101 in subjects with MDD. The first patient in this NIMH-sponsored Phase 2a study was dosed in November 2015 and we anticipate results from the study in the second calendar quarter of 2017. We believe AV-101 may also have broad therapeutic utility with multiple near term central nervous system pipeline expansion opportunities, including chronic neuropathic pain, epilepsy, Huntington’s disease and Parkinson’s disease.

Cato Research Ltd.

We have built a strategic development relationship with Cato Research Ltd. (CRL), a global contract research and development organization, or CRO, and an affiliate of one of the Company’s largest institutional stockholders. CRL has provided us with access to essential CRO services and regulatory expertise supporting our AV-101 preclinical and clinical development programs and other projects. We recorded research and development expenses for CRO services provided by CRL in the amounts of $52,600 and $38,100 for the fiscal years ended March 31, 2016 and 2015, respectively. In October 2012, we issued an unsecured promissory note in the principal amount of $1,009,000, and a warrant exercisable for 50,450 shares of our common stock, as payment in full of all amounts owed to CRL for CRO services rendered to us through December 31, 2012. As described in Note 8, Convertible Promissory Notes and Other Notes Payable, this note and related accrued but unpaid interest was converted into shares of our Series B Preferred in June 2015.

University Health Network

On September 17, 2007, we entered into a Sponsored Research Collaboration Agreement (SRCA) with University Health Network (UHN) to develop certain stem cell technologies for drug discovery, development and rescue technologies. Under the terms of the SRCA, we have acquired exclusive worldwide rights to patent applications in the U.S. and foreign countries on multiple inventions arising from studies we have sponsored, under pre-negotiated license terms. Such pre-negotiated terms provide for royalty payments based on product sales that incorporate the licensed technology and milestone payments based on the achievement of certain events. Any drug rescue new chemical entity that we develop will not incorporate the licensed technology and, therefore, will not require any royalty payments. To the extent we incur royalty payment obligations from other business activities, the royalty payments will be subject to anti-stacking provisions, which reduce our payments by a percentage of any royalty payments paid to third parties who have licensed necessary intellectual property to us. These licenses will remain in force for so long as we have an obligation to make royalty or milestone payments to UHN, but may be terminated earlier upon mutual consent, by us at any time, or by UHN for our breach of any material provision of the license agreement that is not cured within 90 days. The sponsored research collaboration agreement (SRCA) with UHN, as amended, has a term of ten years, ending on September 18, 2017. We did not engage in any sponsored research activities with UHN during our fiscal years ended March 31, 2016 or 2015, however, we are currently in discussions with Dr. Keller and UHN regarding the scope of potential new sponsored research projects under the SRCA. The ten-year term of the agreement is subject to renewal upon mutual agreement of the parties.

Stock Option Plans and 401(k) Plan

12 Months Ended

Mar. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Plans and 401(k) Plan

13. Stock Option Plans and 401(k) Plan

We have the following share-based compensation plans.

2008 Stock Incentive Plan

Our 2008 Stock Incentive Plan (the 2008 Plan) was adopted by the shareholders of VistaGen California on December 19, 2008 and assumed by the Company in connection with the Merger. The maximum number of shares of our common stock that may be granted pursuant to the 2008 Plan is 1,000,000 shares, subject to adjustments for stock splits, stock dividends or other similar changes in the common stock or capital structure.

1999 Stock Incentive Plan

Our 1999 Stock Incentive Plan (the 1999 Plan) was adopted by the shareholders of VistaGen California on December 6, 1999 and assumed by the Company in connection with the Merger. We initially reserved 45,000 shares for the issuance of awards under the 1999 Plan. The 1999 Plan has terminated under its own terms and, as a result, no awards may currently be granted under the 1999 Plan. The unexpired options and awards that have already been granted pursuant to the 1999 Plan remain operative.

Description of the 2008 Plan

Under the terms of the 2008 Plan, the Compensation Committee of our Board of Directors may grant shares, options or similar rights having either a fixed or variable price related to the fair market value of the shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any other security with the value derived from the value of the shares. Such awards include stock options, restricted stock, restricted stock units, stock appreciation rights and dividend equivalent rights.

The Compensation Committee may grant nonstatutory stock options under the 2008 Plan at a price of not less than 100% of the fair market value of our common stock on the date the option is granted. Incentive stock options under the 2008 Plan may be granted at a price of not less than 100% of the fair market value of our common stock on the date the option is granted. Incentive stock options granted to employees who, on the date of grant, own stock representing more than 10% of the voting power of all of our classes of stock are granted at an exercise price of not less than 110% of the fair market value of our common stock and the maximum term of such incentive stock options may not exceed five years. The maximum term of an incentive stock option granted to any other participant may not exceed ten years. The Compensation Committee determines the term and exercise or purchase price of all other awards granted under the 2008 Plan. The Compensation Committee also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Awards under the 2008 Plan may vest upon the passage of time or upon the attainment of certain performance criteria established by the Compensation Committee. We currently have no performance-based awards outstanding.

Unless terminated sooner, the 2008 Plan will automatically terminate in 2017. The Board of Directors may at any time amend, suspend or terminate our 2008 Plan.

During September 2015, we granted options to purchase an aggregate of 90,000 shares of our common stock at an exercise price of $9.25 per share to our non-officer employees and certain strategic consultants. In February 2016, we granted options to purchase an aggregate of 30,000 shares of our common stock at an exercise price of $8.00 per share to two parties in connection with an investor relations agreement. In March 2016, we granted options to purchase 25,000 shares of our common stock at an exercise price of $8.00 per share to a new independent member of our Board of Directors. We did not grant any stock options during fiscal 2015.

The following table summarizes share-based compensation expense, including share-based expense related to grants of warrants to certain of our officers, independent directors, consultants and service providers as described in Note 9, Capital Stock, included in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the years ended March 31, 2016 and 2015.

	Twelve Months Ended
	March 31,
	2016		2015

Research and development expense:
Stock option grants	$	227,700	$	176,200
Warrants granted to officer in March 2014 and March 2013		11,400		145,100
Fully-vested warrants granted to officer in September 2015		852,200		-
Fully-vested warrants granted to officer and consultants in January 2015		-		527,500

		1,091,300		848,800
General and administrative expense:
Stock option grants		93,800		98,800
Warrants granted to officers and directors in March 2014 and March 2013		15,600		283,100
Fully-vested warrants granted to officers, directors and consultants in September 2015		2,840,700		-
Fully-vested warrants granted to officers, directors and consultants in January 2015		-		1,229,400

		2,950,100		1,611,300

Total stock-based compensation expense	$	4,041,400	$	2,460,100

We used the Black-Scholes Option Pricing model with the following assumptions to determine share-based compensation expense related to option grants during the fiscal years ended March 31, 2016 and 2015:

	Fiscal Years Ended March 31,
	2016			2015
	(weighted average)
Exercise price	$	8.78		not applicable
Market price on date of grant	$	8.69		not applicable
Risk-free interest rate		1.99	%	not applicable
Expected term (years)		8.45		not applicable
Volatility		93.27	%	not applicable
Expected dividend yield		0.00	%	not applicable

Fair value per share at grant date	$	7.09		not applicable

The expected term of options represents the period that our share-based compensation awards are expected to be outstanding. We have calculated the weighted-average expected term of the options using the simplified method as prescribed by Securities and Exchange Commission Staff Accounting Bulletins No. 107 and No. 110 (SAB No. 107 and 110). The utilization of SAB No. 107 and 110 is based on the lack of relevant historical data due to both our limited historical experience as a publicly traded company as well as the historical lack of liquidity resulting from the limited number of freely-tradable shares of our common stock. Limited historical experience and lack of liquidity in our stock also resulted in our decision to utilize the historical volatilities of a peer group of public companies’ stock over the expected term of the option in determining our expected volatility assumptions. The risk-free interest rate for periods related to the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is zero, as we have not paid any dividends and do not anticipate paying dividends in the near future. We calculated the forfeiture rate based on an analysis of historical data, as it reasonably approximates the currently anticipated rate of forfeitures for granted and outstanding options that have not vested.

The following table summarizes activity for the fiscal years ended March 31, 2016 and 2015 under our stock option plans:

	Fiscal Years Ended March 31,
	2016					2015

				Weighted					Weighted
				Average					Average
	Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price

Options outstanding at beginning of period		207,638		$	10.09		212,486		$	10.09
Options granted		145,000		$	8.78		-		$	-
Options exercised		-		$	-		-		$	-
Options forfeited		(10,359	)	$	9.26		(2,001	)	$	9.25
Options expired		(5,292	)	$	9.42		(2,847	)	$	10.56

Options outstanding at end of period		336,987		$	9.56		207,638		$	10.09
Options exercisable at end of period		201,779		$	10.11		199,013		$	10.09

Weighted average grant-date fair value of
options granted during the period				$	7.09				$	-

The following table summarizes information on stock options outstanding and exercisable under our stock option plans as of March 31, 2016:

		Options Outstanding						Options Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Years until		Exercise		Number		Exercise
Price		Outstanding		Expiration		Price		Exercisable		Price

$	8.00		102,089		8.35	$	8.00		46,881	$	8.00
$	9.25		80,000		9.42	$	9.25		-	$	9.25
$	10.00		145,039		3.83	$	10.00		145,039	$	10.00
$	14.40 to $36.00		9,859		4.04	$	21.80		9,859	$	21.80

			336,987		6.53	$	9.56		201,779	$	10.11

At March 31, 2016, there were 660,242 shares of our common stock remaining available for grant under the 2008 Plan. There were no option exercises during the years ended March 31, 2016 or 2015.

Aggregate intrinsic value is the sum of the amounts by which the fair value of the underlying common stock exceeded the exercise price of the option (in-the-money-options). Based on the $8.75 per share quoted market price of our common stock on March 31, 2016, the aggregate intrinsic value of outstanding options at that date was $76,600, of which $35,200 related to exercisable options.

As of March 31, 2016, there was approximately $746,900 of unrecognized compensation cost related to non-vested share-based compensation awards from the 2008 Plan, which is expected to be recognized through September 2017. Additionally, at March 31, 2016, there was no remaining unrecognized compensation cost related to warrant grants to independent directors and officers, all of which grants were completely vested as of April 1, 2016.

401(k) Plan

Through a third-party agent, we maintain a retirement and deferred savings plan for our employees. This plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code. The retirement and deferred savings plan provides that each participant may contribute a portion of his or her pre-tax compensation, subject to statutory limits. Under the plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee. The retirement and deferred savings plan also permits us to make discretionary contributions, subject to established limits and a vesting schedule. To date, we have not made any discretionary contributions to the retirement and deferred savings plan on behalf of participating employees.

Related Party Transactions

12 Months Ended

Mar. 31, 2016

Related Party Transactions

14. Related Party Transactions

Cato Holding Company (CHC), doing business as Cato BioVentures (CBV), the parent of CRL, is one of our largest institutional stockholders at March 31, 2016, holding common stock and Series B Preferred. Shawn Singh, our Chief Executive Officer and member of our Board of Directors, served as Managing Principal of CBV and as an officer of CRL until August 2009. On October 10, 2012, we issued to CHC an unsecured promissory note in the principal amount of $310,400 (the 2012 CHC Note) and a five-year warrant to purchase 12,500 restricted shares of our common stock at a price of $30.00 per share (the CHC Warrant). Additionally, on October 10, 2012, we issued to CRL: (i) an unsecured promissory note in the initial principal amount of $1,009,000, which is payable solely in restricted shares of our common stock and which accrues interest at the rate of 7.5% per annum, compounded monthly (the CRL Note), as payment in full for all contract research and development services and regulatory advice rendered to us by CRL through December 31, 2012 with respect to the preclinical and clinical development of AV-101, and (ii) a five-year warrant to purchase, at a price of $20.00 per share, 50,450 restricted shares of our common stock, such number of shares to be adjusted in relation to accrued interest on the CRL Note (CRL Warrant). As disclosed in Note 8, Convertible Promissory Notes and Other Notes Payable, the Cato Notes and additional amounts payable to CRL for CRO services were extinguished in June 2015 in exchange for our issuance of an aggregate of 328,571 shares of Series B Preferred to CHC. CHC also participated in the February 2016 warrant exchange disclosed in Note 9, Capital Stock, exchanging the CHC Warrant and the CRL Warrant, as adjusted to reflect accrued interest, for an aggregate of 54,894 shares of our unregistered common stock.

Under the terms of VistaGen California’s contract research organization arrangement with CRL related to the development of AV-101, we incurred expenses of $52,600 and $38,100 for the fiscal years ended March 31, 2016 and 2015, respectively. Total interest expense on notes payable to CHC and CRL was $28,200 and $175,900 for the fiscal years ended March 31, 2016 and 2015, respectively.

Upon the approval of its Board of Directors, in December 2006, VistaGen California accepted a full-recourse promissory note in the amount of $103,400 from Mr. Shawn Singh in payment of the exercise price for options and warrants to purchase an aggregate of 6,320 restricted shares of VistaGen California’s common stock. The note accrued interest at a rate of 4.90% per annum and was due and payable no later than the earlier of (i) December 1, 2016 or (ii) ten days prior to VistaGen California becoming subject to the requirements of the Securities Exchange Act of 1934, as amended (Exchange Act). On May 11, 2011, in connection with the Merger, the $128,200 outstanding balance of principal and accrued interest on this note was cancelled in accordance with Mr. Singh's employment agreement and recorded as additional compensation. In accordance with his employment agreement, Mr. Singh was also entitled to receive an income tax gross-up on the compensation related to the note cancellation. At March 31, 2015, we had accrued $101,900 as an estimate of the gross-up amount, which amount was paid to Mr. Singh during fiscal 2016.

Between September and December 2013, Mr. Singh provided short-term cash advances aggregating $64,000 to meet our short-term working capital requirements. In lieu of cash repayment of the advances, in December 2013, Mr. Singh elected to invest $50,000 of the balance due him in our private placement financing. At March 31, 2015, we had completely repaid to Mr. Singh the balance of the advances and the $50,000 promissory note issued in connection with his investment in the private placement.

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.

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies, Guarantees and Indemnifications

12 Months Ended

Mar. 31, 2016

Commitments, Contingencies, Guarantees and Indemnifications

15. Commitments, Contingencies, Guarantees and Indemnifications

From time to time, we may become involved in claims and other legal matters arising in the ordinary course of business. Management is not currently aware of any claims made or other legal matters that will have a material adverse effect on our consolidated financial position, results of operations or its cash flows.

We indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. We will indemnify the officers or directors against any and all expenses incurred by the officers or directors because of their status as one of our directors or executive officers to the fullest extent permitted by Nevada law. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. We have a director and officer insurance policy which limits our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, there are no liabilities recorded for these agreements at March 31, 2016 or 2015.

In the normal course of business, we provide indemnifications of varying scopes under agreements with other companies, typically clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, we generally indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified parties in connection with the use or testing of our product candidates or with any U.S. patents or any copyright or other intellectual property infringement claims by any third party with respect to our product candidates. The terms of these indemnification agreements are generally perpetual. The potential future payments we could be required to make under these indemnification agreements is unlimited. We maintain liability insurance coverage that limits our exposure. We believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of March 31, 2016 or 2015.

Leases

As of March 31, 2016 and 2015, the following assets are under capital lease obligations and included in property and equipment:

	March 31,
	2016			2015

Office equipment		4,500			4,500
Accumulated depreciation		(3,400	)		(2,500	)
Net book value	$	1,100		$	2,000

Amortization expense for assets recorded under capital leases is included in depreciation expense. Future minimum payments, by year and in the aggregate, required under capital leases are as follows:

	Capital
Fiscal Years Ending March 31,	Leases
2017	$	1,200
2018		100
Future minimum lease payments		1,300
Less imputed interest included in minimum lease payments		(200	)

Present value of minimum lease payments		1,100
Less current portion		(1,100	)

Non-current capital lease obligation	$	-

At March 31, 2016, future minimum payments under operating leases relate to our facility lease in South San Francisco, California through July 31, 2017 and are as follows:

Fiscal Years Ending March 31,	Amount
2017	$	277,100
2018		93,800
	$	370,900

We incurred total facility rent expense for the fiscal years ended March 31, 2016 and 2015 of $337,200 and $337,000, respectively.

Long-Term Debt Repayment

At March 31, 2016, future minimum principal payments related to long-term debt were as follows:

Fiscal Years Ending March 31,	Amount
2017	$	31,600
2018		10,400
2019		11,200
Thereafter through June 2019		5,600

	$	58,800

Subsequent Events

12 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

We have evaluated subsequent events through the date of this report and have identified the following material events and transactions that occurred after March 31, 2016:

Series B Preferred Unit Offering

In April and May 2016, in self-placed private placement transactions, we sold to accredited investors Series B Preferred Units consisting of (i) an aggregate of 39,714 shares of our Series B Preferred and (ii) Series B Warrants to purchase an aggregate of 39,714 shares of our common stock at an exercise price of $7.00 per share. We received cash proceeds of $278,000 from these sales of Series B Preferred Units.

Conversion of Series B Preferred into Common Stock

During April 2016, holders of an aggregate of 7,500 shares of Series B Preferred voluntarily converted such shares into an equivalent number of registered shares of our common stock. In connection with such conversions, we issued an aggregate of 510 shares of our unregistered common stock in payment of $4,000 in accrued dividends on the Series B Preferred converted.

On May 19, 2016, upon the consummation of the May 2016 Public Offering, described below, an aggregate of 2,403,051 shares of Series B Preferred were automatically converted into an aggregate of 2,192,847 registered shares of our common stock and an aggregate of 210,204 shares of our unregistered common stock. Additionally, we issued an aggregate of 416,806 shares of our unregistered common stock in payment of $1,642,100 in accrued dividends, at the rate of one share of common stock for each $3.94 of accrued dividends. On June 15, 2016, pursuant to the underwriters’ exercise of their over-allotment option, an additional 44,500 shares of Series B Preferred were converted into 44,500 shares of our registered common stock. We issued an additional 9,580 shares of our unregistered common stock in payment of $37,400 in accrued dividends, at the rate of one share of common stock for each $3.90 in accrued dividends.

May 2016 Public Offering

Effective on May 16, 2016, we consummated a fully underwritten public offering, pursuant to which we issued an aggregate of 2,570,040 registered shares of our common stock at a public sales price of $4.24 per share and five-year warrants exercisable at $5.30 per share to purchase an aggregate of 2,705,883 shares of our common stock at a public sales price of $0.01 per warrant share, including shares and warrants issued pursuant to the exercise of the underwriters’ over-allotment option (the May 2016 Public Offering). We received gross proceeds of $10,924,000 and net proceeds of approximately $9.5 million from the May 2016 Public Offering after deducting underwriters’ commissions and other expenses.

Repayment of Promissory Note

On June 13, 2016, we paid in full the $71,600 outstanding balance (principal and accrued but unpaid interest) of the promissory note we issued to Progressive Medical Research in August 2012. Following this payment, we have no remaining outstanding promissory notes.

Supplemental Financial Information

12 Months Ended

Mar. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Supplemental Financial Information

17. Supplemental Financial Information

The following table presents the unaudited statements of operations data for each of the eight quarters in the period ended March 31, 2016. The information has been presented on the same basis as the audited financial statements and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts below to present fairly the unaudited quarterly results when read in conjunction with the audited financial statements and related notes. The operating results for any quarter should not be relied upon as necessarily indicative of results for any future period.

Quarterly Results of Operations (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended
	June 30,			September 30,			December 31,			March 31,			Total Fiscal
	2015			2015			2015			2016			Year 2016
Operating expenses:
Research and development	$	373		$	1,656		$	806		$	1,097		$	3,932
General and administrative		1,448			3,731			1,336			7,404			13,919
Total operating expenses		1,821			5,387			2,142			8,501			17,851
Loss from operations		(1,821	)		(5,387	)		(2,142	)		(8,501	)		(17,851	)

Other expenses, net:
Interest expense, net		(755	)		(12	)		(3	)		(1	)		(771	)
Change in warrant liabilities		(1,895	)		-			-			-			(1,895	)
Loss on extinguishment of debt		(25,051	)		(1,649	)		-			-			(26,700	)
Other expense, net		-			-			(2	)		-			(2	)

Loss before income taxes		(29,522	)		(7,048	)		(2,147	)		(8,502	)		(47,219	)
Income taxes		(2	)		-			-			-			(2	)
Net loss		(29,524	)		(7,048	)		(2,147	)		(8,502	)		(47,221	)
Accrued dividend on Series B Preferred stock		(213	)		(615	)		(631	)		(681	)		(2,140	)
Deemed dividend on Series B Preferred stock		(256	)		(887	)		(669	)		(246	)		(2,058	)
Net loss attributable to common stockholders	$	(29,993	)	$	(8,550	)	$	(3,447	)	$	(9,429	)	$	(51,419	)

Basic and diluted net loss per common share	$	(19.23	)	$	(5.26	)	$	(1.95	)	$	(4.44	)	$	(29.08	)
Weighted average shares used in computing:
Basic and diluted net loss per common share		1,559,483			1,624,371			1,765,641			2,123,936			1,767,957

	Three Months Ended												Total Fiscal Year 2015
	June 30, 2014			September 30, 2014			December 31, 2014			March 31, 2015			Total Fiscal Year 2015
Operating expenses:
Research and development	$	474		$	558		$	445		$	956		$	2,433
General and administrative		797			556			671			2,320			4,344
Total operating expenses		1,271			1,114			1,116			3,276			6,777
Loss from operations		(1,271	)		(1,114	)		(1,116	)		(3,276	)		(6,777	)

Other expenses, net:
Interest expense, net		(785	)		(606	)		(792	)		(2,366	)		(4,549	)
Change in warrant liabilities		(1,727	)		1,302			953			(563	)		(35	)

Income (loss) before income taxes		(4,551	)		(2,021	)		(1,090	)		(6,222	)		(13,884	)
Income taxes		(2	)		-			-			-			(2	)
Net income (loss)	$	(4,553	)	$	(2,021	)	$	(1,090	)	$	(6,222	)	$	(13,886	)

Basic net loss per common share	$	(3.70	)	$	(1.58	)	$	(0.84	)	$	(4.24	)	$	(10.53	)
Diluted net loss per common share	$	(3.70	)	$	(1.90	)	$	(1.08	)	$	(4.24	)	$	(10.61	)

Weighted average shares used in computing:
Basic net loss per common share		1,229,504			1,279,267			1,302,316			1,466,402			1,318,813
Diluted net loss per common share		1,229,504			1,299,115			1,302,316			1,466,402			1,318,813

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2016

Principles of Consolidation

Use of Estimates

Principles of Consolidation

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.

Property and Equipment

Property and Equipment

Impairment or Disposal of Long-Lived Assets

Impairment or Disposal of Long-Lived Assets

Revenue Recognition

Revenue Recognition

●

Research and Development Expenses

Research and Development Expenses

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Concentrations of Credit Risk

Concentrations of Credit Risk

Warrant Liability

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.

Loss per Common Share

Loss per Common Share

Basic and diluted net loss attributable to common stockholders per share was computed as follows:

	Twelve Months Ended March 31,
	2016			2015

Numerator:
Net loss attributable to common stockholders for basic net loss
per share	$	(51,419,000	)	$	(13,885,800	)
less: change in fair value of warrant liability attributable to outstanding
warrants issued to PLTG		-			(105,200	)

Net loss for diluted earnings per share attributable to common stockholders	$	(51,419,000	)	$	(13,991,000	)

Denominator:
Weighted average basic common shares outstanding		1,767,957			1,318,813
Assumed conversion of dilutive securities:
Warrants to purchase common stock		-			-
Potentially dilutive common shares assumed converted		-			-

Denominator for diluted earnings per share - adjusted
weighted average shares		1,767,957			1,318,813

Basic net loss attributable to common stockholders per common share	$	(29.08	)	$	(10.53	)

Diluted net loss attributable to common stockholders per common share	$	(29.08	)	$	(10.61	)

Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2016 and 2015 are as follows:

	As of March 31,
	2016		2015

Series A Preferred stock issued and outstanding (1)		750,000		750,000

Series B Preferred stock issued and outstanding (2)		3,663,077		-

Series C Preferred stock issued and outstanding (3)		2,318,012		-

Outstanding options under the 2008 and 1999 Stock Incentive Plans		336,987		207,638

Outstanding warrants to purchase common stock		1,907,221		1,544,474

Warrant shares issuable to PLTG upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, as subsequently amended		-		375,000

10% Senior Secured Convertible Notes issued to PLTG between October 2012 and July 2013, including accrued interest through March 31, 2015		-		444,235

10% convertible notes issued as a component of 2014 Unit Private Placement, including accrued interest through March 31, 2015		-		433,758

Total		8,975,297		3,755,105
____________
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended
(2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015
(3) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which amends existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current on the balance sheet. The Company is required to adopt this ASU no later than January 1, 2018, with early adoption permitted, and the guidance may be applied either prospectively or retrospectively. The Company does not expect this ASU to have a material impact on its financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of basic and diluted net loss attributable to common stockholders per share

Basic and diluted net loss attributable to common stockholders per share was computed as follows:

	Twelve Months Ended March 31,
	2016			2015

Numerator:
Net loss attributable to common stockholders for basic net loss
per share	$	(51,419,000	)	$	(13,885,800	)
less: change in fair value of warrant liability attributable to outstanding
warrants issued to PLTG		-			(105,200	)

Net loss for diluted earnings per share attributable to common stockholders	$	(51,419,000	)	$	(13,991,000	)

Denominator:
Weighted average basic common shares outstanding		1,767,957			1,318,813
Assumed conversion of dilutive securities:
Warrants to purchase common stock		-			-
Potentially dilutive common shares assumed converted		-			-

Denominator for diluted earnings per share - adjusted
weighted average shares		1,767,957			1,318,813

Basic net loss attributable to common stockholders per common share	$	(29.08	)	$	(10.53	)

Diluted net loss attributable to common stockholders per common share	$	(29.08	)	$	(10.61	)

Schedule of potentially dilutive securities excluded in determining diluted net loss per common share

Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2016 and 2015 are as follows:

	As of March 31,
	2016		2015

Series A Preferred stock issued and outstanding (1)		750,000		750,000

Series B Preferred stock issued and outstanding (2)		3,663,077		-

Series C Preferred stock issued and outstanding (3)		2,318,012		-

Outstanding options under the 2008 and 1999 Stock Incentive Plans		336,987		207,638

Outstanding warrants to purchase common stock		1,907,221		1,544,474

Warrant shares issuable to PLTG upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, as subsequently amended		-		375,000

10% Senior Secured Convertible Notes issued to PLTG between October 2012 and July 2013, including accrued interest through March 31, 2015		-		444,235

10% convertible notes issued as a component of 2014 Unit Private Placement, including accrued interest through March 31, 2015		-		433,758

Total		8,975,297		3,755,105
____________
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended
(2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015
(3) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016

Fair Value Measurements (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis

The fair value hierarchy for liabilities measured at fair value on a recurring basis is as follows:

			Fair Value Measurements at Reporting Date Using
	Total Carrying		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2016:
Warrant liability	$	-	$	-	$	-	$	-
March 31, 2015:
Warrant liability	$	3,008,500	$	-	$	-	$	3,008,500

Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis

The changes in Level 3 liabilities measured at fair value on a recurring basis are as follows:

	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
	Warrant Liability

Balance at March 31, 2015	$	3,008,500
Mark to market loss included in net loss		1,894,700
Elimination of liability upon modification of warrants		(4,903,200	)
Balance at March 31, 2016	$	-

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	March 31,
	2016		2015

Insurance	$	27,000	$	27,300
Prepaid compensation under financial advisory and other consulting agreements		337,500		-
Public offering expenses		57,400		-
Legal fees		-		3,400
Technology license fees and all other		4,900		5,000
	$	426,800	$	35,700

Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of property and equipment

Property and equipment consists of the following:

	March 31,
	2016			2015

Laboratory equipment	$	659,000		$	653,600
Tenant improvements		26,900			26,900
Computers and network equipment		43,200			32,200
Office furniture and equipment		69,500			69,500
		798,600			782,200
Accumulated depreciation and amortization		(711,000	)		(665,100	)
Property and equipment, net	$	87,600		$	117,100

Accrued Expenses (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of accrued expenses

Accrued expenses consist of:

	March 31,
	2016		2015

Accrued professional services	$	318,000	$	213,800
Accrued AV-101 development expenses	$	186,000	$	-
Accrued compensation		310,000		990,700
All other		-		2,000
	$	814,000	$	1,206,500

Convertible Promissory Notes and Other Notes Payable (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of the components of the Company's convertible promissory notes and other notes payable

The following table summarizes the components of the Company’s convertible promissory notes and other notes payable:

	March 31, 2016									March 31, 2015
	Principal			Accrued						Principal			Accrued
	Balance			Interest			Total			Balance			Interest			Total
*Senior Secured 10% Convertible Promissory Notes issued to PLTG:*
Exchange Note issued on October 11, 2012	$	-		$	-		$	-		$	1,272,600		$	360,200		$	1,632,800
Investment Note issued on October 11, 2012		-			-			-			500,000			141,500			641,500
Investment Note issued on October 19, 2012		-			-			-			500,000			140,100			640,100
Investment Note issued on February 22, 2013		-			-			-			250,000			59,100			309,100
Investment Note issued on March 12, 2013		-			-			-			750,000			172,600			922,600
		-			-			-			3,272,600			873,500			4,146,100

Convertible promissory note issued on July 26, 2013		-			-			-			250,000			46,200			296,200
Total Senior notes		-			-			-			3,522,600			919,700			4,442,300

Aggregate note discount		-			-			-			-			-			-
Net Senior notes		-			-			-			3,522,600			919,700			4,442,300
less: current portion		-			-			-			(3,272,600	)		(873,500	)		(4,146,100	)
Senior notes - non-current portion and discount	$	-		$	-		$	-		$	250,000		$	46,200		$	296,200

*10% Convertible Promissory Notes (Unit Notes)*
2014 Unit Notes, including amended notes, due 3/31/15	$	-		$	-		$	-		$	4,066,900		$	270,700		$	4,337,600
Note discounts		-			-			-			(180,000	)		-			(180,000	)
Net convertible notes (all current)	$	-		$	-		$	-		$	3,886,900		$	270,700		$	4,157,600

*Notes Payable to unrelated parties:*
7.5% Notes payable to service providers for accounts payable converted to notes payable:
Burr, Pilger, Mayer	$	-		$	-		$	-		$	90,400		$	13,100		$	103,500
Desjardins		-			-			-			156,300			24,100			180,400
McCarthy Tetrault		-			-			-			319,700			46,000			365,700
August 2012 Morrison & Foerster Note A		-			-			-			918,200			193,200			1,111,400
August 2012 Morrison & Foerster Note B		-			-			-			1,379,400			333,100			1,712,500
University Health Network		-			-			-			549,500			101,800			651,300
		-			-			-			3,413,500			711,300			4,124,800
Note discount		-			-			-			(474,500	)		-			(474,500	)
		-			-			-			2,939,000			711,300			3,650,300
less: current portion (and discount at March 31, 2015)		-			-			-			(2,939,000	)		(711,300	)		(3,650,300	)
non-current portion and discount	$	-		$	-		$	-		$	-		$	-		$	-

5.75% and 10.25% Notes payable to insurance premium financing company (current)	$	-		$	-		$	-		$	5,800		$	-		$	5,800

10% Notes payable to vendors for accounts payable converted to notes payable	$	-		$	-		$	-		$	378,300		$	51,500		$	429,800
less: current portion		-			-			-			(378,300	)		(51,500	)		(429,800	)
non-current portion	$	-		$	-		$	-		$	-		$	-		$	-

7.0% Note payable (August 2012)	$	58,800		$	12,000		$	70,800		$	58,800		$	7,900		$	66,700
less: current portion		(31,600	)		(12,000	)		(43,600	)		(23,200	)		(7,900	)		(31,100	)
7.0% Notes payable - non-current portion	$	27,200		$	-		$	27,200		$	35,600		$	-		$	35,600

Total notes payable to unrelated parties	$	58,800		$	12,000		$	70,800		$	3,381,900		$	770,700		$	4,152,600
less: current portion (and discount at March 31, 2015)		(31,600	)		(12,000	)		(43,600	)		(3,346,300	)		(770,700	)		(4,117,000	)
Net non-current portion	$	27,200		$	-		$	27,200		$	35,600		$	-		$	35,600

*Notes payable to related parties:*
October 2012 7.5% Note to Cato Holding Co.	$	-		$	-		$	-		$	293,600		$	55,900		$	349,500
October 2012 7.5% Note to Cato Research Ltd.		-			-			-			1,009,000			204,800			1,213,800
		-			-			-			1,302,600			260,700			1,563,300
Note discount		-			-			-			(54,500	)		-			(54,500	)
Total notes payable to related parties		-			-			-			1,248,100			260,700			1,508,800
less: current portion		-			-			-			(1,248,100	)		(260,700	)		(1,508,800	)
non-current portion and discount	$	-		$	-		$	-		$	-		$	-		$	-

Platinum Unit Notes And Acquired Unit Notes [Member] | Warrant [Member]

We used the Black-Scholes option valuation model with the following assumptions to determine share-based compensation expense related to option grants during the fiscal years ended March 31, 2016 and 2015:

	Fiscal Years Ended March 31,
	2016			2015
	(weighted average)
Exercise price	$	8.78		not applicable
Market price on date of grant	$	8.69		not applicable
Risk-free interest rate		1.99	%	not applicable
Expected term (years)		8.45		not applicable
Volatility		93.27	%	not applicable
Expected dividend yield		0.00	%	not applicable

Fair value per share at grant date	$	7.09		not applicable

Cato Notes [Member] | Cato Holding Co & Cato Research Ltd [Member]

We valued the warrants issued in connection with the 2014 Unit Note conversions at an aggregate of $5,168,400 using the Black Scholes option pricing model and the following assumptions:

Assumption:	Platinum Unit Notes and Acquired Unit Notes			Investor Unit Notes
Market price per share at conversion date	$	10.00		$	8.00
Exercise price per share	$	7.00		$	7.00
Risk-free interest rate		1.58			1.57
Contractual term in years		5.00			5.00
Volatility		76.5	%		75.7	%
Dividend rate		0.0	%		0.0	%
Warrant shares		506,004			327,016

Fair Value per share	$	6.89		$	5.15

7.5% B Notes Payable August 2012 (Service providers for accounts payable converted to notes payable) [Member] | Morrison & Foerster [Member]

The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share at modification date	$	10.00		$	10.00
Exercise price per share	$	20.00 and $30.00		$	7.00
Risk-free interest rate		0.87	%		0.87	%
Contractual term in years		2.31			2.31
Volatility		73.9	%		73.9	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	2.44 and $1.57		$	5.33

The warrants subject to the exercise price and term modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification			Post-modification
Market price per share at modification date	$	10.00		$	10.00
Exercise price per share	$	20.00 and $40.00		$	20.00
Risk-free interest rate		0.86	%		1.57	%
Contractual term in years		2.27			4.27
Volatility		73.8	%		76.7	%
Dividend rate		0.0	%		0.0	%

Weighted Average Fair Value per share	$	2.39 and $1.04		$	4.35

Capital Stock (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of the aggregate allocation unit sales proceeds based on the relative fair values

The table below also presents the aggregate allocation of the 2014 Unit sales proceeds based on the relative fair values of the 2014 Unit Stock, 2014 Unit Warrants and 2014 Unit Notes as of their respective 2014 Unit sales dates.

Unit Warrants																							Aggregate Allocation of Proceeds Based on Relative Fair Value of:
		Weighted Average Issuance Date Valuation Assumptions															Per Share		Aggregate		Aggregate
Warrant								Risk free									Fair		Fair Value		Proceeds
Shares		Market		Exercise		Term		Interest						Dividend			Value of		of Unit		of Unit		Unit		Unit		Unit
Issued		Price		Price		(Years)		Rate			Volatility			Rate			Warrant		Warrants		Sales		Stock		Warrant		Note

	282,850	$	9.28	$	10.00		2.17		0.62	%		72.36	%		0.00	%	$	3.63	$	1,027,000	$	3,133,500	$	1,122,400	$	454,200	$	1,556,900

Unit Warrants																							Aggregate Allocation of Proceeds Based on Relative Fair Value of:
		Weighted Average Issuance Date Valuation Assumptions															Per Share		Aggregate		Aggregate
Warrant								Risk free									Fair		Fair Value		Proceeds
Shares		Market		Exercise		Term		Interest						Dividend			Value of		of Unit		of Unit		Unit		Unit		Unit
Issued		Price		Price		(Years)		Rate			Volatility			Rate			Warrant		Warrants		Sales		Stock		Warrant		Note

	24,250	$	10.00	$	10.00		1.70		0.45	%		73.19	%		0.00	%	$	3.69	$	89,600	$	280,000	$	128,900	$	2,057,900	$	118,200

Accordingly, we have recognized a deemed dividend in the aggregate amount of $2,058,000 in arriving at net loss attributable to common stockholders in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2016.

Unit Warrants

Aggregate Allocation of Proceeds Based on Relative Fair Value of:

Weighted Average Issuance Date Valuation Assumptions

Per Share

Aggregate

Warrant

Risk free

Fair

Fair Value

Proceeds

Shares

Market

Exercise

Term

Interest

Dividend

Value of

of Unit

Unit

Issued

Price

(Years)

Rate

Volatility

Rate

Warrant

Warrants

Sales

Stock

Warrant

717,978

10.45

7.00

5.00

1.61

77.30

0.0

7.37

5,288,600

5,025,800

2,967,900

2,057,900

Schedule of outstanding warrants to purchase shares

The warrants subject to the term extension were valued using the Black-Scholes Option Pricing Model and the following weighted average assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	8.25	$	8.25
Exercise price per share	$	12.99	$	12.99
Risk-free interest rate		0.28%		0.36%
Remaining contractual term in years		0.15		0.40
Volatility		91.2%		91.2%
Dividend rate		0.0%		0.0%

Fair Value per share	$	0.30	$	0.80

We valued the warrants granted on the dates indicated using the Black Scholes Option Pricing Model and the following assumptions:

Assumption:	11/23/2015		12/11/2015		3/25/2016
Market price per share	$	6.75	$	5.00	$	8.00
Exercise price per share	$	7.00	$	7.00	$	8.00
Risk-free interest rate		1.70%		1.16%		1.39%
Contractual term in years		5.0		3.0		5.0
Volatility		77.95%		77.88%		78.96%
Dividend rate		0.0%		0.0%		0.0%

Fair Value per share	$	4.22	$	2.12	$	5.08
Warrant shares granted		7,500		37,500		230,000
Expense recognized	$	31,700	$	79,600	$	1,169,500

The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	10.00	$	10.00
Exercise price per share (weighted average)	$	30.23	$	11.92
Risk-free interest rate (weighted average)		0.83%		0.83%
Remaining contractual term in years (weighted average)		2.26		2.26
Volatility (weighted average)		73.7%		73.7%
Dividend rate		0.0%		0.0%

Fair Value per share (weighted average)	$	1.55	$	3.79

The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share	$	6.50	$	6.50
Exercise price per share (weighted average)	$	9.97	$	7.00
Risk-free interest rate (weighted average)		1.74%		1.75%
Remaining contractual term in years (weighted average)		5.13		5.16
Volatility (weighted average)		78.8%		78.7%
Dividend rate		0.0%		0.0%

Fair Value per share (weighted average)	$	3.65	$	4.08

The warrants subject to the exercise price modifications and term extensions were valued using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Pre-modification		Post-modification
Market price per share at modification date	$	8.00	$	8.00
Exercise price per share (weighted average)	$	23.13	$	13.00
Risk-free interest rate (weighted average)		0.04%		0.31%
Contractual term in years (weighted average)		0.24		1.24
Volatility (weighted average)		69.7%		69.8%
Dividend rate		0.0%		0.0%

Weighted Average Fair Value per share	$	0.22	$	1.31

Exercise Price		Expiration	Shares Subject to Purchase at
per Share		Date	March 31, 2016

$	7.00	12/11/2018 to 3/3/2023		1,417,125
$	8.00	3/25/2021		230,000
$	10.00	8/31/2016 to 1/11/2020		135,384
$	15.00	4/30/2016 to 8/31/2016		10,664
$	20.00	9/15/2019		110,448
$	30.00	11/20/2017		3,600

				1,907,221

Schedule of reserved shares of common stock for future issuance

At March 31, 2016, the Company has reserved shares of its common stock for future issuance as follows:

Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding (1)			750,000

Upon exchange of all shares of Series B Preferred Stock currently issued and outstanding			3,663,077
Reserved for potential future issuance of Series B Preferred Stock			108,105

Upon exchange of all shares of Series C Preferred Stock currently issued and outstanding			2,318,012
Reserved for potential future issuance of Series C Preferred Stock			681,988

Pursuant to warrants to purchase common stock:
Subject to outstanding warrants			1,907,221

Pursuant to stock incentive plans:
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans			336,987
Available for future grants under the 2008 Stock Incentive Plan			660,242
			997,229

Total			10,425,632

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=27011957&loc=d3e177068-122764

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.28,29)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 30
-Article 5

+ Details

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of effective income tax rate

Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax losses as a result of the following:

	Fiscal Years Ended March 31,
	2016			2015

Computed expected tax benefit		(34.00	) %		(34.00	) %
Tax effect of loss on debt extinguishment		19.22	%		5.85	%
Tax effect of warrant modifications		4.38	%		0.24	%
Tax effect of Warrant Liability mark to market		1.36	%		0.08	%
Other losses not benefitted		9.04	%		27.83	%
Other		0.01	%		0.02	%

Income tax expense		0.01	%		0.02	%

Schedule of components of the deferred tax assets

	March 31,
	2016			2015
Deferred tax assets:
Net operating loss carryovers	$	26,606		$	23,054
Basis differences in fixed assets		-			24
Accruals and reserves		4,609			2,694
Total deferred tax assets		31,215			25,772

Valuation allowance		(31,215	)		(25,772	)

Net deferred tax assets	$	-		$	-

Stock Option Plans and 401(k) Plan (Tables)

12 Months Ended

Mar. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of share-based compensation expense

	Twelve Months Ended
	March 31,
	2016		2015

Research and development expense:
Stock option grants	$	227,700	$	176,200
Warrants granted to officer in March 2014 and March 2013		11,400		145,100
Fully-vested warrants granted to officer in September 2015		852,200		-
Fully-vested warrants granted to officer and consultants in January 2015		-		527,500

		1,091,300		848,800
General and administrative expense:
Stock option grants		93,800		98,800
Warrants granted to officers and directors in March 2014 and March 2013		15,600		283,100
Fully-vested warrants granted to officers, directors and consultants in September 2015		2,840,700		-
Fully-vested warrants granted to officers, directors and consultants in January 2015		-		1,229,400

		2,950,100		1,611,300

Total stock-based compensation expense	$	4,041,400	$	2,460,100

Schedule of Black Scholes option valuation model

	Fiscal Years Ended March 31,
	2016			2015
	(weighted average)
Exercise price	$	8.78		not applicable
Market price on date of grant	$	8.69		not applicable
Risk-free interest rate		1.99	%	not applicable
Expected term (years)		8.45		not applicable
Volatility		93.27	%	not applicable
Expected dividend yield		0.00	%	not applicable

Fair value per share at grant date	$	7.09		not applicable

Schedule of stock option plans

The following table summarizes activity for the fiscal years ended March 31, 2016 and 2015 under our stock option plans:

	Fiscal Years Ended March 31,
	2016					2015

				Weighted					Weighted
				Average					Average
	Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price

Options outstanding at beginning of period		207,638		$	10.09		212,486		$	10.09
Options granted		145,000		$	8.78		-		$	-
Options exercised		-		$	-		-		$	-
Options forfeited		(10,359	)	$	9.26		(2,001	)	$	9.25
Options expired		(5,292	)	$	9.42		(2,847	)	$	10.56

Options outstanding at end of period		336,987		$	9.56		207,638		$	10.09
Options exercisable at end of period		201,779		$	10.11		199,013		$	10.09

Weighted average grant-date fair value of
options granted during the period				$	7.09				$	-

Schedule of stock options outstanding and exercisable

The following table summarizes information on stock options outstanding and exercisable under our stock option plans as of March 31, 2016:

		Options Outstanding						Options Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Years until		Exercise		Number		Exercise
Price		Outstanding		Expiration		Price		Exercisable		Price

$	8.00		102,089		8.35	$	8.00		46,881	$	8.00
$	9.25		80,000		9.42	$	9.25		-	$	9.25
$	10.00		145,039		3.83	$	10.00		145,039	$	10.00
$	14.40 to $36.00		9,859		4.04	$	21.80		9,859	$	21.80

			336,987		6.53	$	9.56		201,779	$	10.11

Commitments, Contingencies, Guarantees and Indemnifications (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of capital lease obligations

As of March 31, 2016 and 2015, the following assets are under capital lease obligations and included in property and equipment:

	March 31,
	2016			2015

Office equipment		4,500			4,500
Accumulated depreciation		(3,400	)		(2,500	)
Net book value	$	1,100		$	2,000

Schedule of amortization expense for assets recorded under capital leases

Amortization expense for assets recorded under capital leases is included in depreciation expense. Future minimum payments, by year and in the aggregate, required under capital leases are as follows:

	Capital
Fiscal Years Ending March 31,	Leases
2017	$	1,200
2018		100
Future minimum lease payments		1,300
Less imputed interest included in minimum lease payments		(200	)

Present value of minimum lease payments		1,100
Less current portion		(1,100	)

Non-current capital lease obligation	$	-

Schedule of future minimum payments under operating leases

At March 31, 2016, future minimum payments under operating leases relate to our facility lease in South San Francisco, California through July 31, 2017 and are as follows:

Fiscal Years Ending March 31,	Amount
2017	$	277,100
2018		93,800
	$	370,900

Schedule of future minimum principal payments related to long-term debt

At March 31, 2016, future minimum principal payments related to long-term debt were as follows:

Fiscal Years Ending March 31,	Amount
2017	$	31,600
2018		10,400
2019		11,200
Thereafter through June 2019		5,600

	$	58,800

Supplemental Financial Information (Tables)

12 Months Ended

Mar. 31, 2016

Schedule of quarterly financial information

Quarterly Results of Operations (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended
	June 30,			September 30,			December 31,			March 31,			Total Fiscal
	2015			2015			2015			2016			Year 2016
Operating expenses:
Research and development	$	373		$	1,656		$	806		$	1,097		$	3,932
General and administrative		1,448			3,731			1,336			7,404			13,919
Total operating expenses		1,821			5,387			2,142			8,501			17,851
Loss from operations		(1,821	)		(5,387	)		(2,142	)		(8,501	)		(17,851	)

Other expenses, net:
Interest expense, net		(755	)		(12	)		(3	)		(1	)		(771	)
Change in warrant liabilities		(1,895	)		-			-			-			(1,895	)
Loss on extinguishment of debt		(25,051	)		(1,649	)		-			-			(26,700	)
Other expense, net		-			-			(2	)		-			(2	)

Loss before income taxes		(29,522	)		(7,048	)		(2,147	)		(8,502	)		(47,219	)
Income taxes		(2	)		-			-			-			(2	)
Net loss		(29,524	)		(7,048	)		(2,147	)		(8,502	)		(47,221	)
Accrued dividend on Series B Preferred stock		(213	)		(615	)		(631	)		(681	)		(2,140	)
Deemed dividend on Series B Preferred stock		(256	)		(887	)		(669	)		(246	)		(2,058	)
Net loss attributable to common stockholders	$	(29,993	)	$	(8,550	)	$	(3,447	)	$	(9,429	)	$	(51,419	)

Basic and diluted net loss per common share	$	(19.23	)	$	(5.26	)	$	(1.95	)	$	(4.44	)	$	(29.08	)
Weighted average shares used in computing:
Basic and diluted net loss per common share		1,559,483			1,624,371			1,765,641			2,123,936			1,767,957

	Three Months Ended												Total Fiscal Year 2015
	June 30, 2014			September 30, 2014			December 31, 2014			March 31, 2015			Total Fiscal Year 2015
Operating expenses:
Research and development	$	474		$	558		$	445		$	956		$	2,433
General and administrative		797			556			671			2,320			4,344
Total operating expenses		1,271			1,114			1,116			3,276			6,777
Loss from operations		(1,271	)		(1,114	)		(1,116	)		(3,276	)		(6,777	)

Other expenses, net:
Interest expense, net		(785	)		(606	)		(792	)		(2,366	)		(4,549	)
Change in warrant liabilities		(1,727	)		1,302			953			(563	)		(35	)

Income (loss) before income taxes		(4,551	)		(2,021	)		(1,090	)		(6,222	)		(13,884	)
Income taxes		(2	)		-			-			-			(2	)
Net income (loss)	$	(4,553	)	$	(2,021	)	$	(1,090	)	$	(6,222	)	$	(13,886	)

Basic net loss per common share	$	(3.70	)	$	(1.58	)	$	(0.84	)	$	(4.24	)	$	(10.53	)
Diluted net loss per common share	$	(3.70	)	$	(1.90	)	$	(1.08	)	$	(4.24	)	$	(10.61	)

Weighted average shares used in computing:
Basic net loss per common share		1,229,504			1,279,267			1,302,316			1,466,402			1,318,813
Diluted net loss per common share		1,229,504			1,299,115			1,302,316			1,466,402			1,318,813

Basis of Presentation (Details Narrative) - USD ($)										1 Months Ended				2 Months Ended	7 Months Ended	10 Months Ended	12 Months Ended		13 Months Ended	215 Months Ended
Basis of Presentation (Details Narrative) - USD ($)	May 16, 2016	Mar. 25, 2016	Dec. 11, 2015	Nov. 23, 2015	Nov. 11, 2015	Sep. 02, 2015	Aug. 15, 2015	May 05, 2015	Aug. 14, 2014	Dec. 31, 2015	Nov. 30, 2015	May 14, 2015	Jan. 31, 2015	May 31, 2016	Sep. 30, 2015	Mar. 31, 2016	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2015	Mar. 31, 2016	May 12, 2015	Mar. 31, 2014
Description of reverse stock split ratio									<p><font style="font: 10pt Times New Roman, Times, Serif">1-for-20</font></p>
Accumulated deficit																$ (131,743,200)	$ (131,743,200)	$ (84,522,700)	$ (84,522,700)	$ (131,743,200)
Cash proceeds from issuance and sale of notes																				34,500,000
Cash proceeds from government research grant awards, strategic collaboration payments and other revenues																				16,400,000
Cash proceeds from issuance of equity securities																				29,100,000
Aggregate face amount																		$ 1,302,600	1,302,600
Extinguishment of debt, amount															$ 17,200,000
Subsequent Event [Member]
Cash proceeds from issuance of equity securities	$ 8,700,000
Number of shares issued	2,352,942
2014 Unit Warrants [Member]
Number of shares issued												24,250						282,850
Warrant [Member]
Number of shares issued		230,000	37,500	7,500	1,123,533	650,000					15,750		381,000
Warrant exercisable date					Mar. 19, 2019
Warrant exercise price (in dollars per share)						$ 9.25
Warrant term						5 years
Warrant [Member] \| Subsequent Event [Member]
Number of shares issued	2,705,883
Warrant exercise price (in dollars per share)	$ 5.30
Warrant term	5 years
10% Convertible Promissory Note (2014 Unit Notes) [Member]
Aggregate face amount																		$ 4,066,900	4,066,900
Promissory Notes And Payables [Member] \| Series B Preferred Stock [Member]
Number of shares issued upon debt conversion															2,618,917
Description of lender names															<p><font style="font: 10pt Times New Roman, Times, Serif">Cato Research Ltd., Cato Holding Company, Morrison & Foerster LLP (Note A and Note B), McCarthy Tetrault, Burr Pilger & Mayer, University Health Network (Toronto), the Icahn School of Medicine at Mount Sinai, National Jewish Health and others.</font></p>
Accredited Investors [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member] \| Series B Preferred Stock [Member]
Number of shares issued upon debt conversion								265,699
Platinum Long Term Growth VII, LLC [Member]
Cash proceeds from issuance and sale of notes							$ 3,000,000
Platinum Long Term Growth VII, LLC [Member] \| Series B Preferred Stock [Member]
Cash proceeds from issuance and sale of notes																$ 1,650,000
Number of shares issued							458,571			235,714
Platinum Long Term Growth VII, LLC [Member] \| Warrant [Member]
Warrant exercise price (in dollars per share)																					$ 7.00
Private Placement [Member] \| Series B Preferred Stock [Member]
Cash proceeds from issuance and sale of notes																	5,025,800
Number of shares issued																717,978
Private Placement [Member] \| Accredited Investors [Member]
Aggregate face amount																		3,113,500	$ 3,113,500			$ 3,113,500
Private Placement [Member] \| Accredited Investors [Member] \| Series B Preferred Stock [Member]
Cash proceeds from issuance and sale of notes																$ 5,025,800
Private Placement [Member] \| Accredited Investors [Member] \| Series B Preferred Stock [Member] \| Subsequent Event [Member]
Cash proceeds from issuance of equity securities														$ 278,000
Number of shares issued														39,714
Private Placement [Member] \| Accredited Investors [Member] \| Warrant [Member] \| Subsequent Event [Member]
Number of shares issued														39,714
Warrant exercise price (in dollars per share)														$ 7.00
Warrant term														5 years
Private Placement [Member] \| Platinum Long Term Growth VII, LLC [Member] \| 2014 Unit Restricted Stock [Member]
Number of shares issued																			125,000
Private Placement [Member] \| Platinum Long Term Growth VII, LLC [Member] \| 2014 Unit Warrants [Member]
Number of shares issued																			125,000
Private Placement [Member] \| Platinum Long Term Growth VII, LLC [Member] \| Series B Preferred Stock [Member]
Cash proceeds from issuance and sale of notes																$ 2,650,000
Cash proceeds from issuance of equity securities																	$ 5,025,800
Number of shares issued																	717,976
Private Placement [Member] \| Platinum Long Term Growth VII, LLC [Member] \| Warrant [Member]
Number of shares issued																	717,976
Warrant term																	5 years
Private Placement [Member] \| Platinum Long Term Growth VII, LLC [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member]
Aggregate face amount																		$ 1,250,000	$ 1,250,000
Securities Purchase Agreements [Member] \| Accredited Investors [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member]
Cash proceeds from issuance and sale of notes												$ 280,000
Aggregate face amount												$ 280,000
Debt instrument maturity date range start												Apr. 30, 2015
Debt instrument maturity date range end												May 15, 2015
Securities Purchase Agreements [Member] \| Accredited Investors [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member] \| 2014 Unit Restricted Stock [Member]
Number of shares issued												33,000
Securities Purchase Agreements [Member] \| Accredited Investors [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member] \| 2014 Unit Warrants [Member]
Number of shares issued												24,250
Warrant exercisable date												Dec. 31, 2016
Warrant exercise price (in dollars per share)												$ 10.00
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Warrant [Member]
Number of shares issued																	833,020
Securities Purchase Agreements [Member] \| Private Placement [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member]
Cash proceeds from issuance and sale of notes																			50,000
Description of conversion terms																	<p><font style="font: 10pt Times New Roman, Times, Serif">Entitling the 2014 Unit Note holders at the time of conversion to the 25% Qualified Financing conversion premium under the terms of the 2014 Unit Notes.</font></p>
Securities Purchase Agreements [Member] \| Private Placement [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member] \| Series B Preferred Stock [Member]
Number of shares issued																	833,020
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors And Institutions [Member]
Cash proceeds from issuance and sale of notes												$ 280,000							$ 3,100,000
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors And Institutions [Member] \| 2014 Unit Restricted Stock [Member]
Number of shares issued																			282,850
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors And Institutions [Member] \| 2014 Unit Warrants [Member]
Number of shares issued																			282,850
Warrant exercisable date																			Dec. 31, 2016
Warrant exercise price (in dollars per share)																		$ 10.00	$ 10.00
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors And Institutions [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member]
Aggregate face amount																		$ 3,100,000	$ 3,100,000
Debt instrument maturity date range start																			Mar. 31, 2015
Debt instrument maturity date range end																			Apr. 30, 2015
Description of conversion terms																			<p><font style="font: 10pt Times New Roman, Times, Serif">Automatically convertible into securities we might issue upon the consummation of a Qualified Financing.</font></p>
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors [Member] \| 2014 Unit Restricted Stock [Member]
Number of shares issued												33,000
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors [Member] \| 2014 Unit Warrants [Member]
Number of shares issued												24,250
Warrant exercisable date												Dec. 31, 2016
Warrant exercise price (in dollars per share)												$ 10.00
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Accredited Investors [Member] \| 10% Convertible Promissory Note (2014 Unit Notes) [Member]
Aggregate face amount												$ 280,000
Debt instrument maturity date range start												Apr. 30, 2015
Debt instrument maturity date range end												May 15, 2015
Description of conversion terms												<p style="font: 10pt Times New Roman, Times, Serif"><font style="font: 10pt Times New Roman, Times, Serif">(i) an equity or equity-based public financing registered with the SEC, or (ii) an equity or equity-based private placement, or series of private placements, not registered with the SEC, in either case resulting in gross cash proceeds to us of at least $10.0 million prior to Maturity (a <i>Qualified Financing</i>), the Outstanding Balance of the 2014 Unit Notes would automatically convert into securities substantially similar to those sold in the Qualified Financing, based on the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x 1.25 / (the per security price of the securities sold in the Qualified Financing).</font></p>
Securities Purchase Agreements [Member] \| Private Placement [Member] \| Platinum Long Term Growth VII, LLC [Member] \| Series B Preferred Stock [Member]
Number of shares issued								142,857

Basis of Presentation (Details Narrative 1) - USD ($)							1 Months Ended		12 Months Ended	215 Months Ended
Basis of Presentation (Details Narrative 1) - USD ($)	May 16, 2016	Mar. 25, 2016	Dec. 11, 2015	Nov. 23, 2015	Nov. 11, 2015	Sep. 02, 2015	Nov. 30, 2015	Jan. 31, 2015	Mar. 31, 2016	Mar. 31, 2016
Expected cash expenditures									$ 9,100,000
Share price (in dollars per share)									$ 8.75	$ 8.75
Cash proceeds from issuance of equity securities										$ 29,100,000
Warrant [Member]
Number of shares issued		230,000	37,500	7,500	1,123,533	650,000	15,750	381,000
Share price (in dollars per share)		$ 8.00	$ 5.00	$ 6.75	$ 6.50	$ 9.11		$ 8.00
Warrant term						5 years
Warrant exercise price (in dollars per share)						$ 9.25
Subsequent Event [Member]
Number of shares issued	2,352,942
Share price (in dollars per share)	$ 4.24
Cash proceeds from issuance of equity securities	$ 8,700,000
Subsequent Event [Member] \| Common Stock [Member]
Number of shares issued	2,570,040
Share price (in dollars per share)	$ 4.24
Cash proceeds from issuance of equity securities	$ 9,500,000
Subsequent Event [Member] \| Warrant [Member]
Number of shares issued	2,705,883
Share price (in dollars per share)	$ 0.01
Warrant term	5 years
Warrant exercise price (in dollars per share)	$ 5.30

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended								12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2016	Mar. 31, 2015
Numerator:
Net loss attributable to common stockholders for basic earnings per share	$ (9,429,000)	$ (3,447,000)	$ (8,550,000)	$ (29,993,000)					$ (51,419,000)	$ (13,885,800)
less: change in fair value of warrant liability attributable to outstanding warrants issued to PLTG										(105,200)
Net loss for diluted earnings per share attributable to common stockholders									$ (51,419,000)	$ (13,991,000)
Denominator:
Weighted average basic common shares outstanding (in shares)					1,466,402	1,302,316	1,279,267	1,229,504	1,767,957	1,318,813
Assumed conversion of dilutive securities:
Warrants to purchase common stock
Potentially dilutive common shares assumed converted
Denominator for diluted earnings per share - adjusted weighted average shares					1,466,402	1,302,316	1,299,115	1,229,504	1,767,957	1,318,813
Basic net loss attributable to common stockholders per common share					$ (4.24)	$ (0.84)	$ (1.58)	$ (3.70)	$ (29.08)	$ (10.53)
Diluted net loss attributable to common stockholders per common share					$ (4.24)	$ (1.08)	$ (1.90)	$ (3.70)	$ (29.08)	$ (10.61)

Summary of Significant Accounting Policies (Details 1) - shares

12 Months Ended

Mar. 31, 2016

Mar. 31, 2015

Series A Preferred Stock [Member]

8,975,297

3,755,105

Series B Preferred Stock [Member]

^[1]

750,000

Series C Preferred Stock [Member]

^[2]

3,663,077

2008 And 1999 Stock Incentive Plans [Member]

^[3]

2,318,012

336,987

207,638

Warrant [Member]

Platinum Warrant [Member] | Platinum Long Term Growth VII, LLC [Member] | Note Exchange and Purchase Agreement [Member]

1,907,221

1,544,474

10% Senior Secured Convertible Notes [Member] | Platinum Long Term Growth VII, LLC [Member]

375,000

10% Convertible Promissory Note (2014 Unit Notes) [Member]

444,235