0001654954-21-007380 | 10-K | XBRL Viewer | Vistagen Therapeutics INC

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Mar. 31, 2021	Jun. 28, 2021	Sep. 30, 2020
Cover [Abstract]
Entity Registrant Name	VistaGen Therapeutics, Inc.
Entity Central Index Key	0001411685
Document Type	10-K
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV
Entity File Number	001-37761
Entity Public Float			$ 51,365,745
Entity Common Stock, Shares Outstanding		191,382,350
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Current assets:
Cash and cash equivalents	$ 103,108,300	$ 1,355,100
Receivable from collaboration partner	40,600	0
Prepaid expenses and other current assets	835,100	225,100
Deferred contract acquisition costs - current portion	133,500	0
Total current assets	104,117,500	1,580,200
Property and equipment, net	367,400	209,600
Right of use asset - operating lease	3,219,600	3,579,600
Deferred offering costs	294,900	355,100
Deferred contract acquisition costs - non-current portion	234,100	0
Security deposits and other assets	47,800	47,800
Total assets	108,281,300	5,772,300
Current liabilities:
Accounts payable	838,300	1,836,600
Accrued expenses	1,562,700	561,500
Current notes payable	0	56,500
Deferred revenue - current portion	1,420,200	0
Operating lease obligation - current portion	364,800	313,400
Finance lease obligation - current portion	3,000	3,300
Total current liabilities	4,189,000	27,713,000
Non-current liabilities:
Accrued dividends on Series B Preferred Stock	6,272,700	5,011,800
Deferred revenue - non-current portion	2,490,300	0
Operating lease obligation - non-current portion	3,350,800	3,715,600
Finance lease obligation - non-current portion	0	3,000
Total non-current liabilities	12,113,800	8,730,400
Total liabilities	16,302,800	11,501,700
Stockholders' equity (deficit):
Common stock, $0.001 par value; 325,000,000 shares and 175,000,000 shares authorized at March 31, 2021 and 2020, respectively; 180,751,234 and 49,348,707 shares issued at March 31, 2021 and 2020, respectively	180,800	49,300
Additional paid-in capital	315,603,100	200,092,800
Treasury stock, at cost, 135,665 shares of common stock held at March 31, 2021 and 2020	(3,968,100)	(3,968,100)
Accumulated deficit	(219,841,600)	(201,907,400)
Total stockholders' equity (deficit)	91,978,500	(5,729,400)
Total liabilities and stockholders' equity (deficit)	108,281,300	5,772,300
Series A Preferred Stock
Stockholders' equity (deficit):
Preferred stock	500	500
Total stockholders' equity (deficit)	500	500
Series B Preferred Stock
Stockholders' equity (deficit):
Preferred stock	1,100	1,200
Total stockholders' equity (deficit)	1,100	1,200
Series C Preferred Stock
Stockholders' equity (deficit):
Preferred stock	23,000	2,300
Total stockholders' equity (deficit)	2,300	2,300
Series D Preferred Stock
Stockholders' equity (deficit):
Preferred stock	400	0
Total stockholders' equity (deficit)	$ 400	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Mar. 31, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	325,000,000	175,000,000
Common stock, issued	180,751,234	49,348,707
Treasury stock, shares	180,751,234	49,348,707
Series A Preferred Stock
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	500,000	500,000
Preferred stock, outstanding	500,000	500,000
Series B Preferred Stock
Preferred stock, authorized	4,000,000	4,000,000
Preferred stock, issued	1,131,669	1,160,240
Preferred stock, outstanding	1,131,669	1,160,240
Series C Preferred Stock
Preferred stock, authorized	3,000,000	3,000,000
Preferred stock, issued	2,318,012	2,318,012
Preferred stock, outstanding	2,318,012	2,318,012
Series D Preferred Stock
Preferred stock, authorized	2,000,000	2,000,000
Preferred stock, issued	402,149	0
Preferred stock, outstanding	402,149	0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended								12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Sublicense revenue	$ 442,000	$ 314,000	$ 334,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 1,089,500	$ 0
Total revenues	442,000	314,000	334,000	0	0	0	0	0	1,089,500	0
Operating expenses:
Research and development	4,891,000	3,496,000	2,358,000	1,731,000	1,840,000	3,015,000	4,205,000	4,314,000	12,476,400	13,374,200
General and administrative	1,770,000	2,117,000	1,270,000	1,391,000	1,423,000	2,948,000	1,146,000	1,910,000	6,546,900	7,427,300
Total operating expenses	6,661,000	5,613,000	3,628,000	3,122,000	3,263,000	5,963,000	5,351,000	6,224,000	19,023,300	20,801,500
Loss from operations	(6,219,000)	(5,299,000)	(3,294,000)	(3,122,000)	(3,263,000)	(5,963,000)	(5,351,000)	(6,224,000)	(17,933,800)	(20,801,500)
Other expenses, net:
Interest income, net	8,000	1,000	(4,000)	(3,000)	(3,000)	2,000	15,000	16,000	1,600	30,100
Other income	0	0	0	1,000					600	0
Loss before income taxes	(6,211,000)	(5,298,000)	(3,298,000)	(3,124,000)	(3,266,000)	(5,961,000)	(5,336,000)	(6,208,000)	(17,931,600)	(20,771,400)
Income taxes	0	0	0	(3,000)	(1,000)	0	0	(2,000)	(2,600)	(2,600)
Net loss and comprehensive loss	(6,211,000)	(5,298,000)	(3,298,000)	(3,127,000)	(3,267,000)	(5,961,000)	(5,336,000)	(6,210,000)	(17,934,200)	(20,774,000)
Accrued dividends on Series B Preferred stock	(349,000)	(354,000)	(347,000)	(336,000)	(326,000)	(322,000)	(314,000)	(302,000)	(1,385,600)	(1,263,600)
Beneficial conversion feature on Series D preferred stock	(23,000,000)	0	0	0					(23,000,000)	0
Net loss attributable to common stockholders	$ (29,560,000)	$ (5,652,000)	$ (3,645,000)	$ (3,463,000)	$ (3,593,000)	$ (6,283,000)	$ (5,650,000)	$ (6,512,000)	$ (42,319,800)	$ (22,037,600)
Basic and diluted net loss attributable to common stockholders per common share	$ (0.20)	$ (0.07)	$ (0.05)	$ (0.07)	$ (0.08)	$ (0.15)	$ (0.13)	$ (0.15)	$ (0.49)	$ (0.50)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share	145,966,502	81,086,105	67,082,935	51,321,355	47,094,781	43,158,889	42,622,965	42,622,965	86,133,644	43,869,523

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (17,934,200)	$ (20,774,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	117,600	103,100
Stock-based compensation	2,306,100	3,820,800
Expense related to modification of warrants	0	826,900
Amortization of fair value of common stock issued for services	0	92,100
Amortization of fair value of warrants issued for services	0	13,800
Changes in operating assets and liabilities:
Receivable from collaboration partner or supplier	(40,600)	300,000
Prepaid expenses and other current assets	(287,800)	182,600
Right of use asset - operating lease	360,000	335,400
Operating lease liability	(313,500)	(267,000)
Deferred sublicense revenue, net of deferred contract acquisition costs	3,667,900	0
Accounts payable and accrued expenses	51,000	(390,700)
Net cash used in operating activities	(12,073,500)	(15,757,000)
Cash flows from investing activities:
Purchases of equipment and acquisition of tenant improvements	(275,400)	0
Net cash used in investing activities	(275,400)	0
Cash flows from financing activities:
Net proceeds from issuance of common stock and Series D preferred stock	93,675,200	0
Net proceeds from issuance of common stock and warrants, including Units	12,957,800	3,349,000
Proceeds from exercise of warrants	5,009,500	410,000
Proceeds from sale of warrants	0	300,000
Net proceeds from sale of common stock under equity line	2,841,600	249,400
Proceeds from issuance of note under payroll protection plan	224,400	0
Repayment of capital lease obligations	(3,300)	(3,000)
Repayment of notes payable, including Payroll Protection Plan note	(603,100)	(293,600)
Net cash provided by financing activities	114,102,100	4,011,800
Net increase in cash and cash equivalents	101,753,200	(11,745,200)
Cash and cash equivalents at beginning of period	1,355,100	13,100,300
Cash and cash equivalents at end of period	103,108,300	1,355,100
Supplemental disclosure of cash flow activities:
Cash paid for interest	13,300	14,800
Cash paid for income taxes	2,600	2,600
Supplemental disclosure of noncash activities:
Insurance premiums settled by issuing note payable	322,200	292,800
Accrued dividends on Series B Preferred	1,385,600	1,263,600
Accrued dividends on Series B Preferred settled upon conversion by issuance of common stock	$ 124,600	$ 0

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Series A Preferred Stock	Series B Preferred Stock	Series C Preferred Stock	Series D Preferred Stock	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Total
Balances at beginning (in shares) at Mar. 31, 2019	500,000	1,160,240	2,318,012		42,758,630
Balances at beginning at Mar. 31, 2019	$ 500	$ 1,200	$ 2,300		$ 42,800	$ 192,129,900	$ (3,968,100)	$ (181,133,400)	$ 7,075,200
Stock-based compensation expense						3,820,800			3,820,800
Accrued dividends on Series B Preferred stock						(1,263,600)			(1,263,600)
Proceeds from sale of common stock and warrants for cash in private placement offerings (in shares)					650,000
Proceeds from sale of common stock and warrants for cash in private placement offerings					$ 600	649,400			$ 650,000
Issuance of common stock upon cashless exercise of stock options, shares									0
Proceeds from sale of warrants in private placement						300,000			$ 300,000
Proceeds from sale of units of common stock and warrants for cash in public offering and concurrent private placement, shares					3,870,077
Proceeds from sale of units of common stock and warrants for cash in public offering and concurrent private placement, amount					$ 3,900	2,695,100			2,699,000
Issuance of commitment shares and net proceeds of initial sale of common stock under equity line, shares					1,250,000
Issuance of commitment shares and net proceeds of initial sale of common stock under equity line, amount					$ 1,200	525,100			526,300
Proceeds from exercise of warrants (in shares)					820,000
Proceeds from exercise of warrants					$ 800	409,200			410,000
Increase in fair value attributable to warrant modifications						826,900			826,900
Net loss									(20,774,000)
Balances at end (in shares) at Mar. 31, 2020	500,000	1,160,240	2,318,012		49,348,707
Balances at end at Mar. 31, 2020	$ 500	$ 1,200	$ 2,300	$ 0	$ 49,300	200,092,800	(3,968,100)	(201,907,400)	(5,729,400)
Stock-based compensation expense						2,306,100			2,306,100
Accrued dividends on Series B Preferred stock						(1,385,600)			(1,385,600)
Proceeds from sale of common stock under equity line, shares					6,301,995
Proceeds from sale of common stock under equity line, amount					$ 6,300	2,790,500			2,796,800
Net proceeds from sale of common stock in public offering, shares					17,868,250
Net proceeds from sale of common stock in public offering, amount					$ 17,900	12,887,200			12,905,100
Net proceeds from sale of common stock and Series D Preferred Stock in public offering, shares				2,000,000	63,000,000
Net proceeds from sale of common stock and Series D Preferred Stock in public offering, amount				$ 2,000	$ 63,000	93,582,900			93,647,900
Conversion of Series D Preferred stock to common stock, shares				(1,597,851)	36,750,573
Conversion of Series D Preferred stock to common stock, amount				$ (1,600)	$ 36,800	(35,200)			0
Conversion of Series B Preferred stock to common stock and payment of accrued dividends in common stock, shares		(28,571)			188,633
Conversion of Series B Preferred stock to common stock and payment of accrued dividends in common stock, amount		$ (100)			$ 200	124,500			124,600
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan, shares					58,125
Sale of common stock pursuant to 2019 Employee Stock Purchase Plan, amount					$ 100	26,100			$ 26,200
Issuance of common stock upon cashless exercise of stock options, shares					222,004				355,000
Issuance of common stock upon cashless exercise of stock options, amount					$ 200	(200)			$ 0
Net proceeds from exercise of stock options for cash, shares					30,000
Net proceeds from exercise of stock options for cash, amount					$ 0	36,500			36,500
Issuance of common stock at fair value for professional services, shares					233,645
Issuance of common stock at fair value for professional services, amount					$ 200	124,800			125,000
Beneficial conversion feature on Series D Preferred stock						23,000,000			23,000,000
Proceeds from exercise of warrants (in shares)					6,624,302
Proceeds from exercise of warrants					$ 6,600	5,002,900			5,009,500
Deemed dividend from beneficial conversion feature of Series D Preferred Stock						(23,000,000)			23,000,000
Net loss								(17,934,200)	(17,934,200)
Balances at end (in shares) at Mar. 31, 2021	500,000	1,131,669	2,318,012	402,149	180,751,234
Balances at end at Mar. 31, 2021	$ 500	$ 1,100	$ 2,300	$ 400	$ 180,800	$ 315,603,100	$ (3,968,100)	$ (219,841,600)	$ 91,978,500

Description of Business

12 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Overview

VistaGen Therapeutics, Inc., a Nevada corporation (which may be referred to as VistaGen, the Company, we, our, or us), is a biopharmaceutical company committed to developing and commercializing differentiated new generation medications that go beyond the current standard of care for widespread anxiety, depression and other central nervous system (CNS) disorders. Our CNS pipeline includes three CNS product candidates, PH94B Nasal Spray, PH10 Nasal Spray and AV-101, each with a differentiated profile, favorable safety results observed in all clinical studies to date and therapeutic potential in multiple CNS indications. PH94B Nasal Spray (PH94B) is being developed for multiple anxiety disorders. We recently initiated our PH94B Phase 3 development program, which we refer to as the PALISADE program, with PALISADE-1, a U.S., multi-center, randomized, double-blind, placebo-controlled Phase 3 clinical study to evaluate the efficacy and safety of PH94B for the acute treatment of anxiety in adults with social anxiety disorder (SAD), as well as preparations for the additional studies required to support our potential U.S. New Drug Application (NDA) for that indication should the PALISADE Phase 3 program be successful. We are also preparing for exploratory Phase 2A clinical studies of PH94B in adults experiencing several other anxiety disorders. PH10 Nasal Spray (PH10) is being developed as a stand-alone treatment for multiple depression disorders. Exploratory Phase 2A clinical development of PH10 for major depressive disorder (MDD) has been completed. We are now preparing for planned Phase 2B clinical development of PH10 for this indication. We are preparing for a Phase 1B clinical study of AV-101 in combination with probenecid to assess potential future Phase 2A clinical development of the combination for MDD or certain neurological indications. Our goal is to become a biopharmaceutical company that develops and commercializes innovative CNS therapies for highly prevalent neuropsychiatry and neurology indications where current treatments options are inadequate to meet the needs of millions of patients in markets worldwide.

Our Product Candidates

PH94B is a synthetic investigational neurosteroid developed from proprietary compounds called pherines. With its novel mechanism of action, PH94B is an odorless nasal spray administered at microgram-level doses to achieve rapid-onset anti-anxiety, or anxiolytic, effects. The pharmacological activity of PH94B is fundamentally differentiated from that of all FDA-approved anti-anxiety drugs, including all antidepressants approved by the U.S. Food and Drug Administration (FDA) for treatment of SAD, as well as all benzodiazepines and beta blockers prescribed on an off-label basis. PH94B engages peripheral chemosensory receptors in nasal passages that trigger a subset of neurons in the main olfactory bulbs (OB) at the base of the brain. The OB neurons then stimulate inhibitory GABAergic neurons in the limbic amygdala, decreasing the activity of the sympathetic nervous system, and facilitating fear extinction activity of the limbic-hypothalamic system, the main fear and anxiety center in the brain, as well as in other parts of the brain. Importantly, PH94B does not require systemic uptake and distribution to produce its rapid-onset anti-anxiety effects. Our ongoing PALISADE Phase 3 program for PH94B is designed to further demonstrate its potential as a fast-acting, non-sedating, non-addictive acute treatment of anxiety in adults with SAD. We believe PH94B also has potential to be developed as a novel treatment for adjustment disorder with anxiety, postpartum anxiety, post-traumatic stress disorder, procedural anxiety, panic and other anxiety disorders. PH94B has been granted Fast Track designation status by the FDA for development for the acute treatment of SAD.

PH10 is a synthetic investigational neurosteroid, which also was developed from proprietary compounds called pherines. Its novel, rapid-onset mechanism of action (MOA) is fundamentally differentiated from the MOA of all current treatments for MDD and other depression disorders. PH10 is self-administered at microgram-level doses as an odorless nasal spray. PH10 activates nasal chemosensory cells in the nasal passages, connected to neural circuits in the brain that produce antidepressant effects. Specifically, PH10 engages peripheral chemosensory receptors in the nasal passages that trigger a subset of neurons in the main OB that stimulate neurons in the limbic amygdala. This is turn increases activity of the limbic-hypothalamic sympathetic nervous system and increases the release of catecholamines. Importantly, unlike all currently approved oral antidepressants (ADs). PH10 does not require systemic uptake and distribution to produce rapid-onset of antidepressant effects. In all clinical studies to date, PH10 has not caused psychological side effects (such as dissociation and hallucinations) or safety concerns that may be associated with rapid-onset ketamine-based therapy (KBT), including intravenous ketamine or intranasal ketamine (esketamine). We believe PH10 has potential to be a new stand-alone treatment for MDD and several other depression disorders.

AV-101 (4-Cl-KYN) targets the NMDAR (N-methyl-D-aspartate receptor), an ionotropic glutamate receptor in the brain. Abnormal NMDAR function is associated with numerous CNS diseases and disorders. AV-101 is an oral prodrug of 7-chloro-kynurenic acid (7-Cl-KYNA), which is a potent and selective full antagonist of the glycine co-agonist site of the NMDAR that inhibits the function of the NMDAR. However, unlike ketamine and many other NMDAR antagonists, 7-Cl-KYNA is not an ion channel blocker. At doses administered in all studies to date, AV-101 has been observed to be well tolerated and has not exhibited dissociative or hallucinogenic psychological side effects or safety concerns. In light of these observations and findings from preclinical studies, we believe that AV-101, in combination with FDA-approved probenecid, has potential to become a new oral treatment alternative for certain CNS indications involving the NMDAR. We are currently preparing to evaluate AV-101 in combination with probenecid in a Phase 1B clinical study. The FDA has granted Fast Track designation for development of AV-101 as a potential adjunctive treatment for MDD and as a non-opioid treatment for neuropathic pain (NP).

Subsidiaries

VistaGen Therapeutics, Inc., a California corporation d/b/a VistaStem (VistaStem),is our wholly-owned subsidiary. Our Consolidated Financial Statements in this Annual Report on Form 10-K (Annual Report) also include the accounts of VistaStem’s two wholly-owned inactive subsidiaries, Artemis Neuroscience, Inc., a Maryland corporation, and VistaStem Canada, Inc., a corporation organized under the laws of Ontario, Canada.

Basis of Presentation and Going Concern

12 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Going Concern

The accompanying Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. As a clinical-stage biopharmaceutical company having not yet developed commercial products or achieved sustainable revenues, we have experienced negative cash flows from operations and recurring losses resulting in a deficit of $242.8 million accumulated from inception (May 1998) through March 31, 2021. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further development of PH94B, PH10 and AV-101.

Since our inception in May 1998 through March 31, 2021, we have financed our operations and technology acquisitions primarily through the issuance and sale of our equity and debt securities for cash proceeds of approximately $197.8 million, as well as from an aggregate of approximately $22.7 million of government research grant awards (excluding the fair market value of government sponsored and funded clinical trials), strategic collaboration payments, intellectual property licensing and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $38.2 million in noncash acquisitions of product licenses and in settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services.

Recent Developments

As described more completely in Note 9, Capital Stock, in December 2020, we entered into an underwriting agreement (the December 2020 Underwriting Agreement) pursuant to which we sold, in an underwritten public offering (the December 2020 Public Offering), 63,000,000 shares of our common stock at a public offering price of $0.92 per share and 2,000,000 shares of a newly issued series of convertible preferred stock (Series D Preferred) and, together with the common stock, the Securities) at a public offering price of $21.16 per share, resulting in gross proceeds to us of $100 million. Net proceeds to us from the securities sold in the December 2020 Public Offering, after deducting underwriting discounts and commissions and offering expenses payable by us, was approximately $93.6 million.

As also described more completely in Note 9, Capital Stock, in August 2020, we entered into an underwriting agreement (the August 2020 Underwriting Agreement) pursuant to which we sold, in an underwritten public offering (the August 2020 Public Offering), an aggregate of 15,625,000 shares of our common stock at a public offering price of $0.80 per share, resulting in gross proceeds to us of $12,500,000. Under the terms of the August 2020 Underwriting Agreement, we granted to the underwriter an over-allotment option (the Over-Allotment Option) to purchase up to an additional 2,343,750 shares of common stock at a public offering price of $0.80 per share. The underwriter exercised the Over-Allotment Option with respect to 2,243,250 shares (the Exercised Option Shares), resulting in additional gross proceeds to us of $1,794,600. Aggregate net proceeds to us from the August 2020 Public Offering, after deducting underwriting discounts and commissions and offering expenses payable by us, were approximately $12.9 million.

As more completely described in Note 12, Licensing, Sublicensing and Collaboration Agreements, in June 2020, we entered into a strategic licensing and collaboration agreement for the clinical development and commercialization of PH94B for acute treatment of anxiety in adults with SAD and other potential anxiety-related disorders (the EverInsight Agreement), with EverInsight Therapeutics Inc., (EverInsight), a biopharmaceutical company focused on developing and commercializing transformative pharmaceutical products for patients in Greater China and other parts of Asia, and funded by CBC Group, a global healthcare-focused venture capital firm. Subsequent to entering into the EverInsight Agreement, in October 2020, EverInsight merged with AffaMed Therapeutics, also funded by CBC Group, which as a combined, complementary entity is focusing on developing and commercializing therapeutics to address ophthalmologic and CNS disorders in Greater China and beyond. Accordingly, we are now referring to EverInsight and the EverInsight Agreement as AffaMed and the AffaMed Agreement, respectively. Under the terms of the AffaMed Agreement, AffaMed agreed to make a non-dilutive upfront license payment of $5.0 million to us, which we received in August 2020. The $5.0 million upfront license payment resulted in net cash proceeds to us of approximately $4.655 million after the sublicense payment we agreed to make to Pherin Pharmaceuticals, Inc. (Pherin) pursuant to our PH94B license from Pherin, and payment for consulting services related to the AffaMed Agreement.

Additionally, as described in Note 9, Capital Stock, on March 24, 2020, we entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund (Lincoln Park) pursuant to which Lincoln Park committed to purchase up to $10,250,000 of our common stock at market-based prices over a period of 24 months (the LPC Agreement). To satisfy our obligations under the registration rights agreement, we filed a Registration Statement on Form S-1 (the LPC Registration Statement) with the Securities and Exchange Commission (the SEC) on March 31, 2020, which the SEC declared effective on April 14, 2020 (Registration No. 333-237514). Subsequent to the effectiveness of the LPC Registration Statement and through July 2020, we sold 6,301,995 registered shares of our common stock to Lincoln Park and received gross cash proceeds of $2,891,200. We have not sold any shares of our common stock pursuant to the Lincoln Park Agreement since July 2020.

As also described in Note 9, Capital Stock, between December 2020 and March 31, 2021, certain holders of outstanding warrants exercised such warrants to purchase an aggregate of 6,396,302 shares of our common stock and we received cash proceeds of $4,924,800 from such exercises. As disclosed in Note 16, Subsequent Events, since March 31, 2021, holders of outstanding warrants have exercised warrants to purchase an additional 1,508,768 shares of our common stock and we have received cash proceeds of approximately $1,105,700.

Liquidity and Capital Resources

During the fiscal year ended March 31, 2021, we received approximately $119 million in net cash proceeds from the transactions described above. At March 31, 2021, we had cash and cash equivalents of approximately $103.1 million, which we believe is sufficient to fund our planned operations for well beyond the twelve months following the issuance of these financial statements, and indicating our ability to continue as a going concern. Nevertheless, we have not yet developed products that generate recurring revenue and, assuming successful completion of our planned clinical and nonclinical programs, we will need to invest substantial additional capital resources to commercialize any of them.

During the next twelve months, we plan to (i) continue PALISADE-1 and prepare for and initiate multiple studies in our PALISADE Phase 3 program for development and commercialization of PH94B as an acute treatment of anxiety in adult patients with SAD, (ii) prepare for and initiate multiple small exploratory Phase 2A studies of PH94B in additional anxiety disorders, (iii) prepare for and initiate a Phase 2B clinical study of PH10 as a potential stand-alone treatment for MDD, (iv) prepare for and initiate a Phase 1B clinical study of AV-101 in combination with probenecid to enable assessment of potential exploratory Phase 2A development of the combination in MDD and certain neurological disorders, and (v) conduct nonclinical studies involving PH94B, PH10 and AV-101.

Although we believe our current cash position is sufficient to fund our planned operations for more than the next twelve months following the issuance of this Annual Report, when necessary and advantageous, we may raise additional capital through the sale of our equity securities in one or more (i) public offerings (ii) private placements to accredited investors, and/or (iii) in strategic licensing and development collaborations involving one or more of our drug candidates in markets outside the United States, similar to the AffaMed Agreement. Subject to certain restrictions, our Registration Statement on Form S-3 (Registration No. 333-254299) (the S-3 Registration Statement), which became effective on March 26, 2021, remains available for future sales of our equity securities in one or more public offerings from time to time. While we may make additional sales of our equity securities under the S-3 Registration Statement, we do not have an obligation to do so.

In addition to the potential sale of our equity securities, we may also seek to enter research, development and/or commercialization collaborations similar to the AffaMed Agreement and the Bayer Agreement (defined in Note 12, below) to provide funding, including non-dilutive funding, for development of one or more of our CNS product candidate programs. We may also seek additional government grant awards or agreements similar to our prior agreement with the U.S. National Institutes of Health (NIH), Baylor University and the U.S. Department of Veterans Affairs in connection with certain government-sponsored studies of AV-101. Such strategic collaborations may provide non-dilutive resources to advance our strategic initiatives while reducing a portion of our future cash outlays and working capital requirements. We may also pursue intellectual property arrangements similar to the AffaMed Agreement and the Bayer Agreement with other parties. Although we may seek additional collaborations that could generate revenue and/or provide non-dilutive funding for development of our product candidates, as well as new government grant awards and/or agreements, no assurance can be provided that any such collaborations, awards or agreements will occur in the future.

Our future working capital requirements will depend on many factors, including, without limitation, potential impacts related to the current COVID-19 pandemic, the scope and nature of opportunities related to our success and the success of certain other companies in nonclinical and clinical trials, including our development and commercialization of our current product candidates and various applications of our stem cell technology platform, the availability of, and our ability to obtain, government grant awards and agreements, and our ability to enter into collaborations on terms acceptable to us. To further advance the clinical development of PH94B, PH10, and AV-101 and, to a lesser extent, our stem cell technology platform, as well as support our operating activities, we plan to continue to carefully manage our routine operating costs, including our employee headcount and related expenses, as well as costs relating to regulatory consulting, contract manufacturing, research and development, investor and public relations, business development, legal, intellectual property acquisition and protection, public company compliance and other professional services and operating costs.

Notwithstanding the foregoing, there can be no assurance that our current strategic collaborations under the AffaMed Agreement and/or the Bayer Agreement will generate revenue from future potential milestone payments, or that future financings or government or other strategic collaborations will be available to us in sufficient amounts, in a timely manner, or on terms acceptable to us, if at all. If we are unable to obtain additional financing on a timely basis when needed, 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.

Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

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, research and development expenses, determination of right of use assets under lease transactions and related lease obligations, and the assumptions used to value warrants, warrant modifications and useful lives for property and equipment and related depreciation calculations.

Principles of Consolidation

The accompanying consolidated financial statements include the Company’s accounts, VistaStem’s accounts and the accounts of VistaStem’s two wholly-owned inactive subsidiaries, Artemis Neurosciences and VistaStem Canada. All material intercompany accounts and transactions have been eliminated in consolidation.

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 laboratory, information technology and office equipment range from three to seven years; the estimated useful lives of manufacturing equipment ranges from five to ten years. Leasehold improvements are amortized over the shorter of the lease term or the useful life of the improvements.

Impairment of Long-Lived Assets

Our long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in our use of the assets. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, we have not recorded any impairment losses on long-lived assets.

Deferred Offering Costs

Deferred offering costs are expenses directly related to our current S-3 Registration Statement (the Shelf Registration), which became effective on March 26, 2021, and expenses transferred from our predecessor registration statement on Form S-3, and the LPC Registration Statement which became effective on April 14, 2020. These costs consist of legal, accounting, printing, SEC filing fees, and, as appropriate, Nasdaq filing fees, and, in the case of the LPC Registration Statement, the issuance-date fair value of certain shares of our common stock issued to Lincoln Park under the terms of the LPC Agreement. Deferred costs associated with the Shelf Registration are reclassified to additional paid-in capital on a pro-rata basis as we complete offerings under the S-3 Registration Statement, with any remaining deferred costs to be charged to results of operations at the end of the three-year life of the S-3 Registration Statement. During the fiscal years ended March 31, 2021 and 2020, we charged deferred offering costs of $15,800 and $300, respectively, to additional paid-in capital as a result of offerings under the Shelf Registration. Deferred costs associated with the LPC Registration Statement are reclassified to additional paid-in capital on a pro-rata basis as we complete sales of our common stock pursuant to the LPC Agreement, with any remaining deferred costs to be charged to results of operations at the end of the two-year life of the LPC Agreement. We charged deferred offering costs of $94,400 and $8,100 to additional paid-in capital during the fiscal years ended March 31, 2021 and 2020, respectively, as a result of sales of our common stock under the LPC Agreement.

Revenue Recognition

Our primary source of revenue for the fiscal year ended March 31, 2021 is from the AffaMed Agreement involving clinical development and commercialization of PH94B for acute treatment of anxiety in adults with SAD, and potentially other anxiety-related disorders, in Greater China, South Korea, and Southeast Asia. The terms of the AffaMed Agreement include a $5.0 million non-refundable upfront license fee which we received in August 2020, potential payments based upon achievement of certain development and commercial milestones, and royalties on product sales. We have historically generated revenue principally from collaborative research and development arrangements, licensing and technology transfer agreements, including strategic licenses or sublicenses, and government grants. We adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, collectively referred to as ASC (Accounting Standards Codification) Topic 606, as of April 1, 2018, using the modified retrospective transition method. We did not recognize any revenue under the Bayer Agreement (defined in Note 12) which we entered in our fiscal year ended March 31, 2017, in the fiscal years ended March 31, 2021 or 2020. Upon adoption of ASC Topic 606, there was no change to the units of accounting previously identified with respect to the Bayer Agreement under legacy GAAP, which are now considered performance obligations under ASC Topic 606, and there was no change to the revenue recognition pattern for the performance obligation. Accordingly, there was no cumulative effect change to our opening accumulated deficit upon the adoption of ASC Topic 606.

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

Once a contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. We assess whether these options provide a material right to the customer and if so, they are considered performance obligations. The exercise of a material right may be accounted for as a contract modification or as a continuation of the contract for accounting purposes.

We assess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) our promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct in the evaluation of a collaboration arrangement subject to Topic 606, we consider factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. We also consider the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, we are required to combine that good or service with other promised goods or services until we identify a bundle of goods or services that is distinct.

The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (SSP) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and satisfaction of the performance obligations. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, we consider applicable market conditions and relevant Company-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. In certain circumstances, we may apply the residual method to determine the SSP of a good or service if the standalone selling price is considered highly variable or uncertain. We validate the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations.

If the consideration promised in a contract includes a variable amount, we estimate the amount of consideration to which we will be entitled in exchange for transferring the promised goods or services to a customer. We determine the amount of variable consideration by using the expected value method or the most likely amount method. We include the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, we re-evaluate the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

If an arrangement includes development and regulatory milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received.

In determining the transaction price, we adjust consideration for the effects of the time value of money if the timing of payments provides us with a significant benefit of financing. We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensee and the transfer of the promised goods or services to the licensee will be one year or less. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied.

We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time, based on the use of an output or input method.

Research and Development Expenses

Research and development expenses are composed of both internal and external costs. Internal costs include salaries and employment-related expenses, including stock-based compensation expense, of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and nonclinical development of PH94B, PH10 and AV-101, stem cell research and development costs, and costs related to the application and prosecution of patents related to AV-101 and our stem cell technology platform. All such costs are charged to expense as incurred.

We also record accruals for estimated ongoing clinical trial costs. Clinical trial costs represent costs incurred by contract research organizations (CROs) and clinical trial sites. Progress payments are generally made to CROs, clinical sites, investigators and other professional service providers. We analyze the progress of the clinical trial, including levels of subject enrollment, invoices received and contracted costs when evaluating the adequacy of accrued liabilities. Significant judgments and estimates must be made in determining the clinical trial accrual in any reporting period. Actual results could differ from those estimates under different assumptions. Revisions are charged to research and development expense in the period in which the facts that give rise to the revision become known.

Costs incurred in obtaining product or technology licenses are charged immediately to research and development expense if the product or technology licensed has not achieved regulatory approval or reached technical feasibility and has no alternative future uses. In September 2018, we acquired an exclusive license to develop and commercialize PH94B and an option to acquire a license to develop and commercialize PH10 by issuing an aggregate of 1,630,435 unregistered shares of our common stock having a fair market value of $2,250,000. In October 2018, we exercised our option to acquire an exclusive license to develop and commercialize PH10 by issuing 925,926 shares of our unregistered common stock having a fair market value of $2,000,000. Since, at the date of each acquisition, neither product candidate had achieved regulatory approval and each required significant additional development and expense, we recorded the costs related to acquiring the licenses and the option as research and development expense.

Stock-Based Compensation

We recognize compensation cost for all stock-based awards to employees and non-employee consultants based on the grant date fair value of the award. We record stock-based compensation expense over the period during which the employee or other grantee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have not granted restricted stock awards to employees or consultants nor do we have any awards with market or performance conditions. Prior to our April 1, 2019 adoption of ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), we historically re-measured the fair value of option grants to non-employees as they vested and any resulting increase in value was recognized as an expense during the period over which the services were performed. Under ASU 2018-17, expense recognition for grants to non-employees now follows the same methodology as for employees. Noncash expense attributable to compensatory grants of our common stock to non-employees is determined by the quoted market price of the stock on the date of grant and is either recognized as fully-earned at the time of the grant or expensed ratably over the term of the related service agreement, depending on the terms of the specific agreement.

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.

Right of Use Assets and Operating Lease Obligations

We adopted Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (ASU 2016-02) effective April 1, 2019. ASU 2016-02 requires that we determine, at the inception of an arrangement, whether the arrangement is or contains a lease, based on the unique facts and circumstances present. Operating lease assets represent our right to use an underlying asset for the lease term (Right of use assets) and operating lease liabilities represent our obligation to make lease payments arising from the lease. Right of use assets and operating lease liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, we include options to extend or terminate the lease when it is reasonably certain, at inception, that we will exercise that option. The interest rate implicit in lease contracts is typically not readily determinable; accordingly, we use our incremental borrowing rate, which is the rate that would be incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, based upon the information available at the commencement date. The lease payments used to determine our operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation, when determinable, and are recognized in determining our Right of use assets. Our operating lease is reflected in the Right-of-use asset – operating lease; Operating lease obligation - current portion; and Operating lease obligation - non-current portion in our consolidated balance sheets.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. As a result of our adoption of ASU 2016-02, we no longer recognize deferred rent on the consolidated balance sheet. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Variable lease payments are amounts owed by us to a lessor that are not fixed, such as reimbursement for common area maintenance costs for our facility lease; and are expensed when incurred.

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

Concentrations of Credit Risk

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

Fair Value Measurements

We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. When applicable, 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:

●	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.

●

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 we estimate 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 carried no assets or liabilities that are measured on a recurring basis at fair value at March 31, 2021 or 2020.

Warrants Issued in Connection with Equity Financing

We generally account for warrants issued in connection with equity financings as a component of equity, unless there is a deemed possibility that we may have to settle the warrants in cash or the warrants contain other features requiring them to be treated as liabilities. For warrants issued with the possibility of cash settlement, or otherwise requiring liability treatment, we record the fair value of the issued warrants as a liability at each reporting period and record changes in the estimated fair value as noncash gain or loss in the Consolidated Statements of Operations and 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 Attributable to Common Stockholders

Basic net loss attributable to common stockholders per share of common stock excludes the effect of dilution and is computed by dividing net loss increased by the accrual of dividends on outstanding shares of our Series B 10% Convertible Preferred Stock (Series B Preferred) for the fiscal years ended March 30, 2021 and 2020, respectively, and, in the fiscal year ended March 31, 2021, by the beneficial conversion feature related to our Series D Convertible Stock (Series D Preferred), as described in Note 9, Capital Stock, by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders 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 loss attributable to common stockholders per share, we have generally not increased the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method because the result is antidilutive.

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:

	Fiscal Years Ended March 31,
	2021			2020

Numerator:
Net loss attributable to common stockholders for basic and diluted earnings
pershare	$	(42,319,800	)	$	(22,037,600	)

Denominator:
Weighted average basic and diluted common shares outstanding		86,133,644			43,869,523


Basic and diluted net loss attributable to common stockholders per common share	$	(0.49	)	$	(0.50	)

Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2021 and 2020 are as follows:

	At March 31,		At March 31,
	2021		2020

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

Series B Preferred stock issued and outstanding (2)		1,131,669		1,160,240

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

Series D Preferred stock issued and outstanding (4)		402,149		-

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		14,638,088		10,003,088

Outstanding warrants to purchase common stock		19,362,532		26,555,281

Total		38,602,450		40,786,621

____________
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, 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; excludes shares of unregistered common stock issuable in payment of dividends on Series B Preferred upon conversion.
(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.
(4) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock, effective December 21, 2020.

Recent Accounting Pronouncements

We believe the following recent accounting pronouncements or changes in accounting pronouncements are of significance or potential significance to the Company.

In August 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity.

The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives.

In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract.

The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.

The amendments in ASU 2020-06 are effective for our fiscal year beginning April 1, 2024. We are evaluating the impact of this new guidance, but do not believe that our adoption of ASU 2020-06 will have a material impact on our consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

Receivable from Collaboration Partner	12 Months Ended
Receivable from Collaboration Partner	Mar. 31, 2021
Warrant One [Member]
Receivable from Collaboration Partner	This amount reflects a payment we made to a contract manufacturing organization for certain drug substance manufacturing services on behalf of our collaboration partner. Our collaboration partner reimbursed us for the payment in May 2021.

Prepaid Expenses and Other Current Assets

12 Months Ended

Mar. 31, 2021

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

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following:

	March 31,		March 31,
	2021		2020

Clinical and nonclinical materials and contract services	$	686,900	$	115,200
Insurance		121,800		107,200
All other		26,400		2,700
	$	835,100	$	225,100

Property and Equipment

12 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consists of the following:

	March 31,			March 31,
	2021			2020

Laboratory equipment	$	937,400		$	892,500
Tenant improvements		214,400			214,400
Information technology equipment		73,900			54,600
Office furniture and equipment		84,600			84,600
Manufacturing equipment		211,200			-
		1,521,500			1,246,100

Accumulated depreciation and amortization		(1,154,100	)		(1,036,500	)
Property and equipment, net	$	367,400		$	209,600

The following table summarizes depreciation and amortization expense attributable to owned and leased property and equipment for the fiscal years ended March 31, 2021 and 2020:

	Fiscal Years Ended March 31,
	2021		2020

Owned assets	$	114,600	$	100,200
Leased assets		3,000		2,900
Total depreciation and amortization	$	117,600	$	103,100

The amount reported above for manufacturing equipment at March 31, 2021 reflects the cost of certain process equipment acquired in connection with the manufacture of PH94B drug product and placed in service in the fourth quarter of the fiscal year ended March 31, 2021. Included in amounts reported above for office furniture and equipment is the right-of-use asset related to a financing lease of certain office equipment. Amounts associated with assets subject to the financing lease at March 31, 2021 and 2020 are as follows:

	March 31,			March 31,
	2021			2020

Office equipment subject to financing lease	$	14,700		$	14,700
Accumulated depreciation		(12,400	)		(9,400	)

Net book value of office equipment subject to
financing lease	$	2,300		$	5,300

Other than certain leased office equipment, none of our assets were subject to third party security interests at March 31, 2021 or 2020.

Accrued Expenses

12 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of:

	March 31,		March 31,
	2021		2020

Accrued expenses for clinical and nonclinical
materials, development and contract services	$	1,449,400	$	462,300
Accrued professional services		85,500		76,500
All other		27,800		22,700
	$	1,562,700	$	561,500

Notes Payable

12 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Notes Payable

The following table summarizes our notes payable:

	March 31, 2021						March 31, 2020
	Principal		Accrued				Principal		Accrued
	Balance		Interest		Total		Balance		Interest		Total

7.30% Note payable to insurance premium financing company (current)	$	-	$	-	$	-	$	56,500	$	-	$	56,500

In February 2020, we executed a 7.30% promissory note in the principal amount of $62,600 in connection with certain insurance policy premiums. That note was payable in monthly installments of $6,500, including principal and interest, through December 2020 and was fully paid at March 31, 2021. In May 2020, we executed a 6.30% promissory note in the principal amount of $322,200 in connection with other insurance policy premiums. The note was payable in monthly installments of $33,200, including principal and interest, through March 2021, and was fully paid at March 31, 2021.

In April 2020, we entered into a note payable agreement (the PPP Loan Agreement) with Silicon Valley Bank as lender (the Lender), pursuant to which we received net proceeds of $224,400 from a potentially forgivable loan from the U.S. Small Business Administration (SBA) pursuant to the Paycheck Protection Program (PPP) enacted by Congress under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) administered by the SBA (the PPP Loan). In accordance with its terms, the PPP Loan was to mature on April 22, 2022. The PPP Loan accrued interest at a rate of 1.00% per annum throughout the period it was outstanding. The CARES Act provided that all or a portion of the PPP Loan might be forgiven upon our request to the Lender, subject to requirements in the PPP Loan Agreement and the CARES Act. While we believe our use of the PPP Loan proceeds met all of the conditions for forgiveness under the PPP, following the completion of the December 2020 Public Offering, on December 23, 2020, we voluntarily repaid in full the outstanding principal balance of the PPP Loan, $224,400, plus accrued interest of approximately $1,500.

Capital Stock

12 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Capital Stock

Common Stock

At our Special Meeting of Stockholders on March 5, 2021, as approved by and recommended to our stockholders by our Board, our stockholders approved an amendment to our Restated Articles of Incorporation to increase the authorized number of shares of common stock that we may issue from 175.0 million shares to 325.0 million shares. The amendment became effective on March 5, 2021, upon our filing of a certificate of amendment with the Nevada Secretary of State. Previously, at our Annual Meeting of Stockholders on September 5, 2019, as approved by and recommended to our stockholders by our Board, our stockholders approved an amendment to our Restated Articles of Incorporation to increase the authorized number of shares of common stock that we may issue from 100.0 million shares to 175.0 million shares. The amendment became effective on September 6, 2019, upon our filing of a certificate of amendment with the Nevada Secretary of State. In connection with an underwritten public offering of our common stock and warrants in May 2016, our common stock was approved for listing on the Nasdaq Capital Market. Our common stock has traded on the Nasdaq Capital Market under the symbol “VTGN” since May 11, 2016.

Series A Preferred Stock

In December 2011, our Board 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 is currently convertible at the option of the holder into one and one-half restricted shares 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 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 applicable 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 our affairs, 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 distributions out of our assets, if any, 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, 2021 and 2020, 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 holders.

Series B Preferred Stock

In July 2014, our Board authorized the creation of a class of Series B Preferred Stock, par value $0.001 (Series B Preferred). In May 2015, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Preferred Stock of VistaGen Therapeutics, Inc. (Series B Certificate of Designation) with the Nevada Secretary of State to designate 4.0 million shares of our authorized preferred stock as Series B Preferred.

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

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. As permitted by the Series B Certificate of Designation, approximately 2.4 million shares of Series B Preferred were converted automatically into approximately 2.4 million shares of our common stock following the completion of our underwritten public offering in May 2016, which occurred concurrently with and facilitated the listing of our common stock on the Nasdaq Capital Market (Automatic Conversion). Both 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 in that number of shares of common stock equal to the Accrued Dividends. We have recognized a liability in the amount of $6,272,700 for Accrued Dividends in the accompanying Consolidated Balance Sheet at March 31, 2021, based on the Series B Preferred issued and outstanding through that date. We have recognized a deduction from net loss of $1,385,600 and $1,263,600 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 years ended March 31, 2021 and 2020, respectively.

In the event of the liquidation, dissolution or winding-up of our affairs, after payment or provision for payment of our debts and other liabilities, the holders of the Series B Preferred then outstanding shall be entitled to receive distributions out of our assets, if any, of an amount equal to the Stated Value of the Series B Preferred ($7.00 per share), plus any accrued and unpaid dividends thereon, before any distribution or payment shall be made to the holders of any junior securities, including holders of our common stock. If our assets are insufficient to pay, in full, such amounts, then the entire assets to be distributed to the holders of the Series B Preferred shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Upon liquidation, each share of Series B Preferred ranks pari-passu with our Series A Preferred, our Series C Preferred and Series D Preferred stock (the latter two defined below). The liquidation value of the Series B Preferred at March 31, 2021 is approximately $14,194,400.

In December 2020, an institutional holder of 28,571 shares of our Series B Preferred converted such shares into an equal number of unregistered shares of our common stock. In accordance with the conversion terms of the Series B Preferred, we also issued 160,062 shares of our unregistered common stock in payment of $124,600 of dividends that had accrued on the holder’s Series B Preferred since issuance. Following the conversion, at March 31, 2021 there were 1,131,669 shares of Series B Preferred outstanding, which are exchangeable at the option of the holder by Voluntary Conversion into 1,131,669 shares of our common stock, excluding shares of our common stock which may be issued in payment of Accrued Dividends upon conversion.

Series C Preferred Stock

In January 2016, our Board authorized the creation of and 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).

In the event of the liquidation, dissolution or winding up of our affairs, after payment or provision for payment of our debts and other liabilities, the holders of Series C Preferred then outstanding shall be entitled to receive, out of our assets, if any, an amount per share of Series C 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 C 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 C Preferred can be exchanged before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. Upon liquidation, each share of Series C Preferred ranks pari-passu with our Series A Preferred, our Series B Preferred and our Series D Preferred (defined below).

Each share of Series C Preferred 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 Preferred Certificate of Designation. Shares of the Series C Preferred do not accrue dividends, and holders of the Series C Preferred have no voting rights. At March 31, 2021 and 2020, one holder and its affiliates held all 2,318,012 outstanding shares of Series C Preferred.

Series D Preferred Stock

On December 17, 2020, in connection with the December 2020 Public Offering (defined below), our Board authorized the creation of a series of up to 2,000,000 shares of Series D Preferred Stock, par value $0.001 (Series D Preferred), which became effective with the filing of a Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock (Series D Certificate of Designation) with the State of Nevada on December 21, 2020.

Each share of our Series D Preferred is initially convertible into 23 shares of our common stock at any time at the option of the holder, provided that, the Series D Preferred is not convertible prior to the date on which we have received approval from our stockholders to increase the total authorized shares of our common stock by at least an amount necessary to reserve shares sufficient to satisfy our conversion obligations in respect of the Series D Preferred and an amendment to our Restated and Amended Articles of Incorporation reflecting such increase becomes effective (the Approval Date). Additionally, a holder of shares of Series D Preferred will be prohibited, subject to certain exceptions, from converting such shares into shares of our common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of our common stock then issued and outstanding, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days’ prior notice to us.

Prior to the Approval Date, in the event of our liquidation, dissolution, or winding up of the Company’s affairs, holders of Series D Preferred will receive a payment equal to $0.001 per share before any proceeds are distributed to the holders of our common stock. On and after the Approval Date, the Series D Preferred will have no liquidation preference.

Prior to the Approval Date, holders of shares of our Series D Preferred will have one vote per share of Series D Preferred and will vote as a single class with our shares of common stock. On and after the Approval Date, shares of Series D Preferred will generally have no voting rights, except to the extent expressly provided in our Restated and Amended Articles of Incorporation or as otherwise required by law.

For as long as shares of Series D Preferred are outstanding, the affirmative consent of holders of a majority of the outstanding shares of Series D Preferred will be required before we can:

●

amend, alter, modify or repeal (whether by merger, consolidation or otherwise) the Series D Preferred Certificate of Designation, our articles of incorporation or our bylaws in any manner that adversely affects the rights, preferences, privileges or the restrictions provided for the benefit of, the Series D Preferred;

●	issue further shares of Series D Preferred or increase or decrease (other than by conversion) the number of authorized shares of Series D Preferred; or

●	enter into any agreement to do any of the foregoing that is not expressly made conditional on obtaining the affirmative vote or written consent of the requisite holders.

In the event of the liquidation, dissolution or winding up of our affairs, the Series D Preferred ranks senior to any class or series of our capital stock hereafter created specifically ranking by its terms junior to the preferred stock; until the Approval Date, senior to our common stock; on parity with any class or series of capital stock hereafter created specifically ranking by its terms on parity with the preferred stock; and junior to any class or series of capital stock hereafter created specifically ranking by its terms senior to the preferred stock.

At the time of its issuance in connection with the December 2020 Public Offering (described below), we did not have a sufficient number of authorized shares of our common stock to permit the conversion in full of our Series D Preferred and the issuance upon exercise or conversion of all other outstanding series of preferred stock, warrants to purchase common stock or outstanding stock options or shares reserved for issuance of the same. Accordingly, on March 5, 2021, we held a Special Meeting of Stockholders (the Special Meeting) at which our stockholders approved an amendment to our Restated and Amended Articles of Incorporation to increase the number of authorized shares of our common stock from 175 million shares to 325 million shares (the Charter Amendment), an amount sufficient to permit the conversion of all outstanding shares of Series D Preferred. The affirmative vote by a majority of our common stockholders and Series D Preferred holders, voting as a single class, at the Special Meeting constituted the Approval Date noted above.

Following the Special Meeting, between March 12, 2021 and March 31, 2021, holders of an aggregate of 1,597,851 shares of Series D Preferred converted such shares into 36,750,573 registered shares of our common stock. At March 31, 2021, there were 402,149 shares of Series D Preferred outstanding which were convertible into 9,249,427 shares of our common stock. See Note 16, Subsequent Events, for information regarding additional conversions after March 31, 2021.

During our fiscal years ended March 31, 2021 and 2020, we completed private placement and public offerings as described below.

Common Stock and Warrants Issued in Fall 2019 Private Placement

Between October 30, 2019 and November 7, 2019, in a self-placed private placement and pursuant to subscription agreements received from certain accredited investors, we sold to such investors units, at a purchase price of $1.00 per unit, consisting of an aggregate of 650,000 unregistered shares of our common stock and warrants, exercisable beginning six months and one day following issuance and through November 1, 2023, to purchase 325,000 unregistered shares of our common stock at an exercise price of $2.00 per share (the Fall 2019 Private Placement). We received cash proceeds of $650,000 from the Fall 2019 Private Placement.

As further described below under “Winter 2019 Warrant Modification,” in December 2019, we modified the warrants issued in connection with the Fall 2019 Private Placement to (i) reduce the exercise price from $2.00 per share to $0.50 per share and (ii) to allow for the warrants to become immediately exercisable. Further, we issued warrants to purchase an aggregate of 325,000 additional shares of our common stock to the participants in the Fall 2019 Private Placement (the Additional Warrants) to increase the number of unregistered shares of common stock issuable upon exercise of the warrants from 50% to 100%. The Additional Warrants are immediately exercisable through March 31, 2024 at an exercise price of $0.50 per share.

We calculated the fair value of the Additional Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below, recognizing $88,800 as the fair value of the new warrants and as warrant modification expense, included as a component of general and administrative expenses, in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2020.

Assumption:	Additional Warrants
Market price per share	$	0.44
Exercise price per share	$	0.50
Risk-free interest rate		1.59	%
Contractual term in years		4.32
Volatility		86.64	%
Dividend rate		0.0	%

Number of warrant shares		325,000
Weighted average fair value per share	$	0.27

Winter 2019 Warrant Modification

On December 4, 2019, we modified outstanding warrants previously issued as a part of completed private placements to temporarily reduce, for a period of two years or, if sooner, until the expiration of the warrant, the exercise price of such warrants to $0.50 per share, in order to more closely align the exercise price of the warrants with the trading price of our common stock at such time (the Winter 2019 Warrant Modification). Following the two-year period during which the exercise price is reduced, the exercise price of each then-outstanding modified warrant will revert to its pre-modification price. As a result of the Winter 2019 Warrant Modification, outstanding warrants to purchase a total of approximately 6.6 million unregistered shares of our common stock were modified.

We calculated the fair value of the modified warrants, including those issued in the Fall 2019 Private Placement, immediately before and after the modification using the Black Scholes Option Pricing Model for pre-modification valuations and for post-modification valuations for warrants expiring in less than two years. For the warrants expiring after the December 4, 2021 exercise price reversion date, we ran a binomial model using 24 steps, one for each month, and lognormal distribution to estimate our stock price at December 4, 2021, the termination date for the exercise price reduction. We then compared the exercise value of each warrant at each estimated stock price to the remaining option value if the warrant was not exercised on December 4, 2021 and allowed to revert to its original exercise price. For any estimated stock price above $0.50 per share (an in-the-money warrant), we determined that the holders would convert their warrants. For any estimated stock price below $0.50 per share, we determined that the holders would continue to hold their warrants. Given the significant reductions in exercise price (the pre-modification exercise prices ranged from $1.50 to $2.24 per share), if the warrants are not exercised prior to December 4, 2021, the Black-Scholes values upon the reversion of the exercise prices are very low, such that there is nominal additional value for continuing to hold the warrants. Accordingly, our estimated post-modification fair value for warrants having an expiration date later than the two-year exercise price reversion date, December 4, 2021, is equal to the value of an option determined using the Black Scholes Option Pricing Model having an exercise price of $0.50 per share and a two-year term and related assumptions. The table below indicates the pre- and post-modification weighted average assumptions used in our valuations. We recognized the incremental fair value, $702,500, as warrant modification expense, included as a component of general and administrative expenses, in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2020.

Assumption:	Pre- modification			Post- modification
Market price per share	$	0.44		$	0.44
Exercise price per share	$	1.85		$	0.50
Risk-free interest rate		1.58	%		1.58	%
Remaining contractual term in years		2.25			1.91
Volatility		87.5	%		88.1	%
Dividend rate		0.0	%		0.0	%

Number of warrant shares		6,611,759			6,611,759
Weighted average fair value per share	$	0.08		$	0.19

Following the Winter 2019 Warrant Modification, investors holding a total of 820,000 warrants exercised their warrants at the reduced price of $0.50 per share, resulting in cash proceeds to us of $410,000 during the quarter ended December 31, 2019.

December 19, 2019 Warrant Modification

On December 19, 2019, we modified additional outstanding warrants previously issued as a part of a completed private placement to permanently reduce the exercise price of such warrants to $0.805 per share and to extend the term of such warrants through December 31, 2022, in order to more closely align the exercise price of the warrants with the current trading price of our common stock and to provide additional time for the holders to exercise the warrants (the December 19, 2019 Warrant Modification). As a result of the December 19, 2019 Warrant Modification, we modified outstanding warrants to purchase a total of 80,431 shares of our common stock.

We calculated the fair value of the modified warrants immediately before and after the modification using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. We recognized the incremental fair value, $35,600, as warrant modification expense, included as a component of general and administrative expenses, in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2020.

Assumption:	Pre- modification			Post-modification
Market price per share	$	0.805		$	0.805
Exercise price per share	$	7.00		$	0.805
Risk-free interest rate		1.57	%		1.65	%
Remaining contractual term in years		0.58			3.034
Volatility		98.7	%		84.9	%
Dividend rate		0.0	%		0.0	%

Number of warrant shares		80,431			80.431
Weighted average fair value per share	$	0.00		$	.044

Warrants issued in Winter 2019 Warrant Offering

In December 2019, we commenced a self-placed private placement of warrants to purchase unregistered shares of our common stock at an offering price of $0.15 per warrant (the Winter 2019 Warrant Offering). Warrants offered and sold in the Winter 2019 Warrant Offering have an exercise price of $0.50 per share and term of three years from the issuance date. Over the course of the Winter 2019 Warrant Offering, we sold warrants to purchase a total of 2.0 million unregistered shares of common stock for cash proceeds to us of $300,000, which we accounted for with a corresponding credit to additional paid-in capital, an equity account.

Registered Direct Offering of Common Stock and Concurrent Warrant Offering

In January 2020, we entered into a self-placed securities purchase agreement with certain accredited investors pursuant to which we received gross cash proceeds of $2.75 million upon the sale of an aggregate of 3,870,077 shares of our common stock at a purchase price of $0.71058 per share (the January 2020 Offering). Concurrently with the January 2020 Offering, we also commenced a private placement in which we issued and sold warrants (the January 2020 Warrants) exercisable for an aggregate of 3,870,077 unregistered shares of our common stock (the Warrant Shares), having an exercise price of $0.73 per Warrant Share. The 3,870,077 shares of common stock sold in the January 2020 Offering (but not the January 2020 Warrants or the Warrant Shares) were offered and sold pursuant to a prospectus, dated September 30, 2019, and a prospectus supplement dated January 24, 2020, in connection with a takedown from our shelf registration statement on Form S-3 (File No. 333-234025).

The January 2020 Warrants contain customary provisions allowing for adjustment to the exercise price and number of Warrant Shares issuable only in the event of any stock dividend and split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the January 2020 Warrants. In addition, subject to limited exceptions, holders of the January 2020 Warrants will not have the right to exercise any portion of their respective January 2020 Warrants if the holder, together with any affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. The January 2020 Warrants are exercisable from any time after the six-month anniversary of issuance (the Initial Exercise Date) and will expire on the fifth year anniversary of the Initial Exercise Date. Refer to Note 16, Subsequent Events, for disclosure regarding filing of a registration statement including the shares of common stock underlying the January 2020 Warrants.

Common Stock Purchase Agreement with Lincoln Park

On March 24, 2020, we entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund (LPC) pursuant to which LPC committed to purchase up to $10,250,000 of our common stock at market-based prices over a period of 24 months (the LPC Agreement). On March 24, 2020, we sold 500,000 unregistered shares of our common stock (the Initial Purchase Shares) to LPC under the purchase agreement at a price of $0.50 per share for gross cash proceeds of $250,000 (the Initial Purchase) and we also issued 750,000 unregistered shares of our common stock to LPC under the terms of the LPC Agreement (the Commitment Shares). To satisfy our obligations under the registration rights agreement, we filed a Registration Statement on Form S-1 (the LPC Registration Statement) with the SEC on March 31, 2020 (Registration No. 333-237514), which the SEC declared effective on April 14, 2020 (the Commencement Date). The LPC Registration Statement included registration of the Initial Purchase Shares and the Commitment Shares. The fair value of the Commitment Shares, $284,400, determined based on the quoted closing market price of our common stock on March 24, 2020, is a component of deferred offering costs attributable to this offering, which costs are amortized ratably to additional paid-in capital as we sell shares of our common stock to LPC under the LPC Agreement.

Following the Commencement Date, on any business day over the term of the LPC Agreement, we have the right, in our sole discretion, to direct LPC to purchase up to 100,000 shares on such business day (the “Regular Purchase”) (subject to adjustment under certain circumstances as provided in the LPC Agreement). The purchase price per share for each such Regular Purchase will be based on prevailing market prices of our common stock immediately preceding the time of sale as computed under the LPC Agreement. In each case, LPC’s maximum commitment in any single Regular Purchase may not exceed $1,000,000. In addition to Regular Purchases, provided that we present LPC with a purchase notice for the full amount allowed for a Regular Purchase, we may also direct LPC to make accelerated purchases and additional accelerated purchases as described in the LPC Agreement. Although LPC has no right to require us to sell any shares of our common stock to LPC, LPC is obligated to make purchases as we direct, subject to certain conditions. In all instances, we may not sell shares of our common stock to LPC under the LPC Agreement if such sales would result in LPC beneficially owning more than 9.99% of our common stock. There are no upper limits on the price per share that LPC must pay for shares of our common stock.

Subsequent to the Commencement Date and through July 2020, we sold an additional 6,301,995 registered shares of our common stock to Lincoln Park and received aggregate gross cash proceeds of $2,891,200. We have sold no shares of our common stock under the LPC Agreement since July 2020. At March 31, 2021, there were approximately 2.04 million registered shares of our common stock remaining available for sale under the LPC Agreement; however, we have no obligation to sell any additional shares under the LPC Agreement in the future.

Sale of Common Stock and Warrants in the Spring 2020 Private Placement

In April 2020, in a self-directed private placement, we sold units of common stock and warrants to an accredited investor to purchase an aggregate of 125,000 unregistered shares of our common stock and four-year warrants to purchase 125,000 shares of our common stock at an exercise price of $0.50 per share and we received cash proceeds of $50,000 (the Spring 2020 Private Placement).

Registration Statement for shares underlying warrants issued in Private Placements and warrant exercises

On May 1, 2020, we filed a registration statement on Form S-3 (Registration No. 333-237968) to register approximately 12.1 million shares of common stock underlying outstanding warrants that we had issued in earlier private placement offerings, including the Spring 2020 Private Placement, as well as common stock underlying warrants that had been previously issued to various consultants as full or partial compensation for their services. Included in the registration statement were shares of our common stock underlying approximately 5.8 million outstanding warrants to purchase shares of our common stock that had been modified in December 2019 to temporarily reduce, for a period of two years or, if sooner, until the expiration of the warrant, the exercise price of such warrants to $0.50 per share, in order to more closely align the exercise price of the warrants with the trading price of our common stock at that time (the Winter 2019 Warrant Modification). We also registered approximately 0.8 million shares of unregistered outstanding common stock held by former holders of warrants who had exercised such warrants subsequent to the Winter 2019 Warrant Modification. Further, we registered the 125,000 shares of common stock issued in the Spring 2020 Private Placement. The SEC declared the registration statement effective on May 13, 2020 (the Warrant Registration Statement). As a result of the effectiveness of this registration statement, the shares of common stock underlying essentially all of our outstanding warrants have been registered.

During July 2020, holders of warrants to purchase an aggregate of 228,000 shares of our common stock exercised such warrants, and we received aggregate cash proceeds of $114,000. We issued 228,000 registered shares of our common stock upon these exercises pursuant to the effectiveness of the Warrant Registration Statement. Between December 2020 and March 31, 2021, holders of outstanding warrants to purchase an aggregate of 6,396,302 registered shares of our common stock exercised such warrants and we received $4,200,900 in cash proceeds.

August 2020 Registered Public Offering of Common Stock

On August 2, 2020, we entered into an underwriting agreement (the Underwriting Agreement) with Maxim Group, LLC as representative of the underwriters named therein (Maxim), pursuant to which we sold, in an underwritten public offering (the August 2020 Public Offering), an aggregate of 15,625,000 shares (the Shares) of our common stock for a public offering price of $0.80 per share, resulting in gross proceeds to us of $12,500,000. The August 2020 Public Offering closed on August 5, 2020. Under the terms of the Underwriting Agreement, we granted to Maxim a 45-day over-allotment option to purchase up to an additional 2,343,750 shares at a public offering price of $0.80 per share, which Maxim elected to exercise on August 5, 2020 with respect to an aggregate of 2,243,250 shares (the Exercised Option Shares). We completed the sale of the Exercised Option Shares on August 7, 2020 and received additional gross proceeds of $1,794,600. After deducting underwriting discounts and commissions and offering expenses payable by us, we received net proceeds of approximately $12.9 million from the August 2020 Public Offering.

December 2020 Registered Public Offering of Common Stock and Series D Preferred Stock

On December 18, 2020, we entered into an underwriting agreement (the December 2020 Underwriting Agreement) with Jefferies LLC (Jefferies) and William Blair & Company, L.L.C. (Willian Blair), as representatives of the underwriters named therein (collectively, the Underwriters), pursuant to which we agreed to issue and sell to the Underwriters, in an underwritten public offering (the December 2020 Public Offering), 63,000,000 shares of our common stock, at a public offering price of $0.92 per share and 2,000,000 shares of the newly created Series D Preferred (together with the common stock, the Securities) at a public offering price of $21.16 per share, resulting in gross proceeds to us of $100.28 million. The December 2020 Public Offering closed on December 22, 2020 at which time the shares of common stock and Series D Preferred were sold to the Underwriters. After deducting underwriting discounts and commissions and offering expenses payable by us, we received net proceeds of approximately $93.6 million from the December 2020 Public Offering.

The Series D Preferred that we issued in the December 2020 Public Offering contained a beneficial conversion feature (a BCF), which arises when a debt or equity security is issued with an embedded conversion option that is deemed beneficial to the investor, that is, in-the-money, at inception because the conversion option has an effective conversion price that is less than the market price of the underlying stock at the commitment date (with respect to the Series D Preferred, the date the security was actually issued rather than the date the agreement to do so was entered into, herein referred to as the Commitment Date). In accordance with Accounting Standards Codification 470-20, Debt- Debt with Conversion and Other Options (ASC 470-20), an embedded BCF is required to be recognized separately by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in capital. ASC 470-20 also provides that the intrinsic value is to be calculated as of the Commitment Date. The Series D Certificate of Designation provides that the Series D Preferred has a conversion price of $0.92 per share on an as-converted basis (the Conversion Price). The Conversion Price compared to the closing price of $1.42 per share of our common stock on the Commitment Date results in a difference of $0.50 per share. That difference multiplied by the 46 million shares of our common stock issuable upon conversion of the Series D Preferred resulted in an aggregate BCF of $23.0 million. We did not recognize the impact of the BCF at December 31, 2020 because the Series D Preferred was not convertible into common stock prior to the Approval Date. Following approval by our stockholders of the Charter Amendment at the Special Meeting in March 2021, the contingency of the BCF was eliminated and we recognized the BCF as a noncash charge in arriving at net loss attributable to common stockholders in our Consolidated Statement of Operations and Comprehensive Loss for the quarter and fiscal year ended March 31, 2021 and as a corresponding increase in additional paid-in capital in our Consolidated Statement of Stockholders’ Equity (Deficit). The BCF was also treated as a deemed dividend in our Consolidated Statement of Stockholders’ Equity (Deficit). Since we have an accumulated deficit, we recorded the deemed dividend as a reduction in additional paid-in capital, resulting in a net impact of $0 to additional paid-in capital. The recognition of the BCF on the Series D Preferred had no impact in aggregate on our stockholders’ equity or on our cash position.

Stock Option Exercises

During the fiscal year ended March 31, 2021, holders of outstanding stock options, including two members of our Board, exercised options to purchase an aggregate of 252,004 shares of our common stock and we received cash proceeds of $36,500. There were no stock option exercises during the fiscal year ended March 31, 2020.

Warrants Outstanding

Following the Winter 2019 Warrant Modifications, the December 19, 2019 Warrant Modification, the Winter 2019 Warrant Offering, the issuance of the January 2020 Warrants and the warrants included in the Spring 2020 Private Placement and the warrant exercises noted above, the following table summarizes outstanding and exercisable warrants to purchase shares of our common stock as of March 31, 2021. The weighted average exercise price of outstanding and exercisable warrants at March 31, 2021 was $1.78 per share.

			Warrants Exercisable
Exercise			and Outstanding
Price		Expiration	at March 31,
per Share		Date	2021

$	0.50	4/30/2021 to 3/31/2024		4,944,680
$	0.73	7/25/2025		1,670,077
$	0.805	12/31/2022		80,431
$	1.50	12/13/2022		8,375,530
$	1.82	3/7/2023		1,388,931
$	3.51	12/31/2021		50,000
$	5.30	5/16/2021		2,705,883
$	7.00	3/3/2023		147,000

		19,362,532

At March 31, 2021, with the effectiveness of the Warrant Registration Statement in May 2020, the shares of common stock underlying essentially all of the outstanding warrants except those having an exercise price of $7.00 per share have been registered for resale by the warrant holders. Additionally, no outstanding warrant is subject to any down round anti-dilution protection features and all of the outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share.

Reserved Shares

At March 31, 2021, we have reserved shares of our common stock for future issuance as follows:

COMMON STOCK RESERVED FOR FUTURE ISSUANCE AT 3/31/21


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

Upon exchange of all shares of Series B Preferred currently issued and outstanding (2)			4,000,000

Upon exchange of all shares of Series C Preferred currently issued and outstanding (3)			2,318,012

Upon exchange of all shares of Series D Preferred currently issued and outstanding (4)			9,249,427

Pursuant to warrants to purchase common stock:
Subject to outstanding warrants			19,365,532

Pursuant to stock incentive plans:
Subject to outstanding options under the Amended and Restated 2016 Stock Incentive
Plan and the 2019 Omnibus Equity Incentive Plan			14,638,088
Available for future grants under the 2019 Omnibus Equity Incentive Plan			1,843,158
Available for future issuance under the 2019 Employee Stock Purchase Plan			941,875
			17,423,121

Reserved for issuance under Lincoln Park Purchase Agreement			320,272

Total reserves			53,426,364

____________
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement.

(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; includes 2,868,331 shares of common stock reserved for payment of dividends on Series B Preferred upon conversion. Refer to Series B Preferred Stock, above, for additional information regarding payment of dividends in common stock.

(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.

(4) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock, effective December 21, 2020.

At March 31, 2021, we have 90,958,067 authorized shares of our common stock not subject to reserves and available for future issuance.

Research and Development Expenses

12 Months Ended

Mar. 31, 2021

Research and Development [Abstract]

Research and Development Expenses

We recorded research and development expenses of approximately $12.5 million and $13.4 million in the fiscal years ended March 31, 2021 and 2020, respectively, including approximately $0.8 million and $1.4 million of noncash expense in the fiscal years ended March 31, 2021 and 2020, respectively. Research and development expense is composed of employee compensation expenses, including stock–based compensation, direct project expenses, notably including preclinical and nonclinical projects for PH94B, PH10 and AV-101 in both years and costs attributable to our AV-101 clinical trial in MDD in the fiscal year ended March 31, 2020, as well as costs to maintain and prosecute our intellectual property suite, including patent applications for AV-101 in combination with probenecid for various indications in the fiscal year ended March 31, 2021.

Income Taxes

12 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The provision for income taxes for the periods presented in the Consolidated Statements of Operations and Comprehensive Loss represents minimum California franchise tax, Maryland and North Carolina income tax.

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

	Fiscal Years Ended March 31,
	2021			2020

Computed expected tax benefit		(21.00	)%		(21.00	)%
State income taxes, net of federal benefit		0.01	%		0.01	%
Tax effect of warrant modifications		-	%		0.84	%
Tax effect of research and development credits		(1.45	)%		(1.60	)%
Tax effect of stock compensation		4.71	%		2.39	%
Tax effect of other non-deductible items		0.00	%		0.00	%
Expired net operating loss carryforwards		1.99	%		0.36	%
Change in valuation allowance (federal only)		15.74	%		19.02	%

Income tax expense		0.00	%		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 our deferred tax assets are as follows:

	March 31,
	2021			2020
Deferred tax assets:
Net operating loss carryovers	$	33,587,300		$	30,607,500
Basis differences in property and equipment		12,500			9,100
Research and development credit carryforwards		2,589,000			2,256,400
Stock based compensation		3,515,500			3,919,900
Operating lease Right of Use asset		105,300			95,400
Accruals and reserves		67,000			66,500

Total deferred tax assets		39,876,600			36,954,800

Valuation allowance		(39,876,600	)		(36,954,800	)

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 $2,921,800 and $4,202,500 during the fiscal years ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, we had U.S. federal net operating loss carryforwards of approximately $139,175,200. Federal net operating loss carryforwards of approximately $86,276,400 generated through our fiscal year ended March 31, 2018 will expire in our fiscal years ending March 31, 2022 through March 31, 2038. Federal net operating loss carryforwards of approximately $52,898,800 generated in fiscal years ending after March 31, 2018 will carry forward indefinitely, but are subject to an 80% taxable income limitation. As of March 31, 2021, we had state net operating loss carryforwards of approximately $64,556,500, which will expire in fiscal years ending in 2029 through 2041. We also have federal and state research and development tax credit carryforwards of approximately $2,415,500 and $1,311,900, respectively. The federal tax credits will expire at various dates beginning with our fiscal year ending March 31, 2029, unless previously utilized. The state tax credits do not expire and will carry forward indefinitely until utilized.

On March 27, 2020 the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) to provide economic relief in response to the coronavirus pandemic. The CARES Act, among other things, includes provisions to allow certain net operating losses to be carried-back up to five years, to increase interest deduction limitations, and to make technical corrections to tax depreciation methods for qualified improvement property. The CARES Act may affect the corporate income taxes imposed by state governments and may result in future responses by state legislatures, some of which could have retroactive effect. The Company evaluated the provisions of the CARES Act and determined that it did not have a material impact on the Company’s income tax accounts at March 31, 2021 or 2020.

On June 29, 2020, California Assembly Bill 85 (AB 85) was signed into law, suspending the use of California net operating losses and limiting the use of California research tax credits for tax years beginning in 2020 and before 2023. The suspension of net operating losses and the restriction of research tax credits did not result in a significant impact on the value of our deferred tax assets.

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.

We file income tax returns in the U.S. federal, Canada and various U.S. state jurisdictions. We are subject to U.S. federal and state income tax examinations by tax authorities for tax years 2002 through 2021 due to net operating losses that are being carried forward for tax purposes, but we are not currently under examination by tax authorities in any jurisdiction.

Uncertain Tax Positions

Our unrecognized tax benefits at March 31, 2021 and 2020 relate entirely to research and development tax credits. The total amount of unrecognized tax benefits at March 31, 2021 and 2020 is $931,900 and $814,600, respectively. If recognized, none of the unrecognized tax benefits would impact our effective tax rate. The following table summarizes the activity related to our unrecognized tax benefits.

	Fiscal Years Ended March 31,
	2021		2020

Unrecognized benefit - beginning of period	$	814,600	$	668,700
Current period tax position increases		117,300		146,000
Prior period tax position increases (decreases)		-		(100	)

Unrecognized benefit - end of period	$	931,900	$	814,600

Our policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. We incurred no interest or penalties related to unrecognized tax benefits in the years ended March 31, 2021 or 2020. We do not anticipate any significant changes of our uncertain tax positions within twelve months of this reporting date.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Licensing, Sublicensing and Collaborative Agreements

12 Months Ended

Mar. 31, 2021

Tax effect of warrant modifications

Licensing, Sublicensing and Collaborative Agreements

PH94B Sublicense Agreement with EverInsight

On June 24, 2020, we entered into a license and collaboration agreement (the EverInsight Agreement) with EverInsight Therapeutics Inc., a company incorporated under the laws of the British Virgin Islands and funded by CBC Group, a global healthcare-focused venture capital firm (EverInsight). Subsequent to entering into the EverInsight Agreement, in October 2020, EverInsight merged with AffaMed Therapeutics, Inc., also funded by CBC Group, which as a combined, complementary entity is focusing on developing and commercializing therapeutics to address ophthalmologic and CNS disorders in Greater China and beyond. Accordingly, we are now referring to EverInsight and the EverInsight Agreement as AffaMed and the AffaMed Agreement, respectively. Under the AffaMed Agreement, we granted AffaMed an exclusive license to develop and commercialize PH94B, our neuroactive pherin drug candidate for SAD and other anxiety-related disorders, in Greater China (which includes Mainland China, Hong Kong, Macau and Taiwan), South Korea and Southeast Asia (which includes Indonesia, Malaysia, Philippines, Thailand and Vietnam) (collectively, the Territory). We retain exclusive development and commercialization rights for PH94B in the rest of the world.

Under the terms of the AffaMed Agreement, AffaMed is responsible for all costs related to developing, obtaining regulatory approval of, and commercializing PH94B for treatment of SAD, and potentially other anxiety-related indications, in the Territory. A joint development committee has been established between AffaMed and us to coordinate and review the development and commercialization plans with respect to PH94B in the Territory.

We are responsible for pursuing clinical development and regulatory submissions of PH94B for acute treatment of anxiety in adults with SAD, and potentially other anxiety-related indications, in the United States on a ‘‘best efforts’’ basis, with no guarantee of success. EverInsight has the option to participate in the Phase 3 global clinical trial of PH94B and will assume all direct costs and expenses of conducting such clinical trial in the Territory and a portion of the indirect costs of the global trial. We will transfer all development data (nonclinical and clinical data) and our regulatory documentation related to PH94B throughout the term as it is developed or generated or otherwise comes into our control. We will grant to AffaMed a Right of Reference to our regulatory documentation and our development data.

Under the terms of the AffaMed Agreement, AffaMed agreed to pay us a non-refundable upfront license payment of $5.0 million within 30 business days of the effective date of the AffaMed Agreement, and AffaMed paid the $5 million in August 2020. Additionally, upon successful development and commercialization of PH94B in the Territory, we are eligible to receive milestone payments of up to $172.0 million. Further, we are eligible to receive royalty payments on a country-by-country basis on net sales for the later of ten years or the expiration of market or regulatory exclusivity in the jurisdiction, except that payments will be reduced on a country-by-country basis in the event that there is no market exclusivity in the period. Royalty payments may also be reduced if there is generic competitive product in the period.

We have determined that we have one combined performance obligation for the license to develop and commercialize PH94B in the Territory and related development and regulatory services. In addition, AffaMed has an option that will create manufacturing obligations for us during development upon exercise by AffaMed. This option for manufacturing services was evaluated and determined not to include a material right.

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

We recognize revenue as the combined performance obligation is satisfied over time using an output method. The measure of progress is stand-ready straight-line over the period in which we expect to perform the services related to the sublicense of PH94B. Significant management judgment is required to determine the level of effort attributable to the AffaMed Agreement and the period over which we expect to complete our performance obligations under the arrangement. The performance period or measure of progress is estimated at the inception of the arrangement and re-evaluated in subsequent reporting periods. This re-evaluation may shorten or lengthen the period over which we recognize revenue. Changes to these estimates are recorded on a cumulative catch up basis. We currently estimate that we will complete our performance obligations at the end of calendar 2023.

The difference between the revenue recognized to-date under the AffaMed Agreement, $1,089,500, and the consideration received to-date, $5,000,000, is recorded as a contract liability/deferred revenue (cash received exceeds revenue earned). At March 31, 2021, we have recorded deferred revenue of $3,910,500. The following table presents changes in our contract liabilities for our fiscal year ended March 31, 2021:

	Balance at							Balance at
	March 31, 2020		Additions		Deductions			March 31, 2021
Deferred Revenue - current portion	$	-	$	1,420,200	$	-		$	1,420,200
Deferred Revenue - non-current portion		-		3,579,800		(1,089,500	)		2,490,300
Total	$	-	$	5,000,000	$	(1,089,500	)	$	3,910,500

For the single combined performance obligation under the AffaMed Agreement, the measure of progress is stand-ready straight-line over the period in which we expect to perform the services related to the sublicense of PH94B. Accordingly, deferred revenue is being recognized on a straight-line basis over the period in which we expect to perform the services.

Contract Acquisition Costs

During the quarter ended September 30, 2020, we made cash payments aggregating $345,000 for sublicense fees, which we were obligated to make pursuant to our PH94B license from Pherin, and fees for consulting services exclusively related to the AffaMed Agreement. Additionally, on June 24, 2020, we issued 233,645 unregistered shares of our common stock, valued at $125,000, as partial compensation for consulting services exclusively related to the AffaMed Agreement. These sublicense fees and consulting payments and the fair value of the common stock issued, aggregating $470,000, were incurred solely as a result of obtaining the AffaMed Agreement, and, accordingly, have been capitalized as deferred contract acquisition costs in our Consolidated Balance Sheet at March 31, 2021. Capitalized contract acquisition costs are amortized over the period in which we expect to satisfy the performance obligations under the AffaMed Agreement and the amortization expense of $102,400 has been included in general and administrative expenses in our Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2021. There has been no impairment loss in relation to the costs capitalized.

Unless earlier terminated due to certain material breaches of the contract, or otherwise, the AffaMed Agreement will expire on a jurisdiction-by-jurisdiction basis until the latest to occur of the expiration of the last valid claim under a licensed patent of PH94B in such jurisdiction, the expiration of regulatory exclusivity in such jurisdiction or ten years after the first commercial sale of PH94B in such jurisdiction.

License Agreements with Pherin Pharmaceuticals, Inc. (Pherin)

In September 2018 we issued 1,630,435 shares of our unregistered common stock having a fair market value of $2,250,000 to Pherin to acquire an exclusive worldwide license to develop and commercialize PH94B for social anxiety disorder and an option to acquire a similar license for PH10 for MDD. In October 2018, we exercised our option to acquire an exclusive worldwide license to develop and commercialize PH10 by issuing an additional 925,926 shares of our unregistered common stock having a fair market value of $2,000,000 to Pherin under the terms of the PH10 license agreement. Under the terms of the PH94B and PH10 license agreements, we are obligated to make additional cash payments and pay royalties to Pherin in the event that certain regulatory and performance-based milestones and commercial sales are achieved. Additionally, in connection with the PH94B and PH10 license agreements, we were obligated to pay to Pherin monthly support payments of $10,000 for a term of 18 months, however no monthly support payment was required during the 18-month period identified in the PH10 license agreement if support payments were being made under the terms of the PH94B license agreement. The support payments required under the PH94B license agreement terminated in March 2020 and in April 2020 under the PH10 license agreement. Accordingly, we made support payments of $10,000 under the PH10 license agreement and $120,000 under the PH94B license agreement in the fiscal years ended March 31, 2021 and 2020, respectively.

BlueRock Therapeutics Sublicense Agreement

In December 2016, we entered into an Exclusive License and Sublicense Agreement with BlueRock Therapeutics, LP, a next generation regenerative medicine company established in December 2016 by Bayer AG and Versant Ventures (BlueRock Therapeutics), pursuant to which BlueRock Therapeutics received exclusive rights to utilize certain technologies exclusively licensed by us from University Health Network (UHN) for the production of cardiac stem cells for the treatment of heart disease. As a result of its acquisition of BlueRock Therapeutics in 2019, Bayer AG now holds the rights to develop and commercialize our hPSC technologies relating to the production of heart cells for the treatment of heart disease (the Bayer Agreement). We retained rights to cardiac stem cell technology licensed from UHN related to small molecule, protein and antibody drug discovery, drug rescue and drug development, including small molecules with cardiac regenerative potential, as well as small molecule, protein and antibody testing involving cardiac cells. To date, we have recognized $1.25 million in sublicense revenue, in our fiscal year ended March 31, 2017, under the Bayer Agreement.

Stock Option Plans and 401(k) Plan

12 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock Option Plans and 401(k) Plan

At March 31, 2021, we have the following share-based compensation plans, which are described below:

●	*Amended and Restated 2016 Stock Incentive Plan (the 2016 Plan); and*

●	*2019 Omnibus Equity Incentive Plan (the 2019 Plan)*

Description of the 2016 Plan

Our Board unanimously approved the Company’s Amended and Restated 2016 Stock Incentive Plan, formerly titled the 2008 Stock Incentive Plan (the 2016 Plan), on July 26, 2016, and the 2016 Plan was approved by our stockholders at our 2016 Annual Meeting of Stockholders on September 26, 2016, and further amended to increase the number of shares authorized for issuance therefrom at our 2017 Annual Meeting of Stockholders on September 15, 2017. The 2016 Plan provided for the grant of stock options, restricted shares of common stock, stock appreciation rights and dividend equivalent rights, collectively referred to as “Awards”. Stock options granted under the 2016 Plan were either incentive stock options under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), or non-qualified stock options. We could grant incentive stock options only to employees of the Company or any parent or subsidiary of the Company. Awards other than incentive stock options could be granted to employees, directors and consultants. A total of 10.0 million shares of our common stock were authorized for issuance under the 2016 Plan, of which options to purchase approximately 7.6 million shares remain outstanding at March 31, 2021. Upon the adoption of our 2019 Plan, no further grants were permissible under the 2016 Plan and approximately 1.4 million authorized shares were transferred to the 2019 Plan and became issuable therefrom. All options granted from the 2016 Plan remain operative under the terms of the respective grants.

Description of the 2019 Plan

Our Board approved the VistaGen Therapeutics, Inc. 2019 Omnibus Equity Incentive Plan on May 27, 2019, and our stockholders adopted it and ratified all previously issued grants on September 5, 2019. The principal features of the 2019 Plan are summarized below.

The 2019 Plan provides for the grant of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, and other stock-based awards, and performance awards, collectively referred to as “Awards”. Awards may be granted under the 2019 Plan to officers, employees and consultants of the Company and our subsidiaries and to our non-employee directors. Incentive stock options may be granted only to employees of the Company or one of our subsidiaries. The 2019 Plan is administered by the Compensation Committee of the Board. The Compensation Committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms of such awards. The Compensation Committee may delegate its authority to the extent permitted by applicable law.

The Compensation Committee sets stock option exercise prices and terms, except that stock options must be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. The Compensation Committee may grant either incentive stock options, which must comply with Section 422 of the Code, or nonqualified stock options. At the time of grant, the Compensation Committee determines the terms and conditions of stock options, including the quantity, exercise price, vesting periods, term (which cannot exceed ten years) and other conditions on exercise.

The Compensation Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2019 Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR.

The Compensation Committee may also grant awards of restricted stock, which are shares of common stock subject to specified restrictions, and restricted stock units, which represent the right to receive shares of the common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Compensation Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Compensation Committee. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the Compensation Committee.

The Compensation Committee may condition the grant, exercise, vesting, or settlement of any award on such performance conditions as it may specify. We refer to these awards as “performance awards.” The Compensation Committee may select such business criteria or other performance measures as it may deem appropriate in establishing any performance conditions. At March 31, 2021, the Compensation Committee has not granted any performance awards.

A total of 7,500,000 shares of common stock were initially authorized for issuance under the 2019 Plan. As noted previously, all awards outstanding under the 2016 Plan at the time the 2019 Plan was adopted remain subject to the 2016 Plan. Upon approval of the 2019 Plan, all shares of common stock remaining authorized and available for issuance under the 2016 Plan, approximately 1.4 million shares, automatically became available for issuance under the 2019 Plan. Additionally, any shares subject to outstanding awards under the 2016 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares also become available for issuance under the 2019 Plan. Further, if any award under the 2019 Plan is canceled, terminates, expires or lapses for any reason prior to the issuance of shares or if shares are issued under the 2019 Plan and thereafter are forfeited to us, the shares subject to such awards and the forfeited shares will again be available for grant under the 2019 Plan. At March 31, 2021, a total of 1,843,158 shares remain available for grant under the 2019 Plan.

No more than 25% of any equity-based awards granted under the 2019 Plan may vest on the grant date of such award. This requirement does not apply to (i) substitute awards resulting from acquisitions or (ii) shares delivered in lieu of fully vested cash awards. In addition, the minimum vesting requirement does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control, in the terms of the award or otherwise. Awards are not transferable other than by will or the laws of descent and distribution, except that in certain instances transfers may be made to or for the benefit of designated family members of the participant for no consideration.

In the event of a change in control of the Company, the Compensation Committee may accelerate the time period relating to the exercise of any award. In addition, the Compensation Committee may take other action, including (a) providing for the purchase of any award for an amount of cash or other property that could have been received upon the exercise of such award had the award been currently exercisable, (b) adjusting the terms of the award in a manner determined by the Compensation Committee to reflect the change in control, or (c) causing an award to be assumed, or new rights substituted therefor, by another entity with appropriate adjustments to be made regarding the number and kind of shares and exercise prices of the award. “Change in Control” is defined under the 2019 Plan and requires consummation of the applicable transaction.

Unless earlier terminated by the Board, the 2019 Plan will terminate, and no further awards may be granted, on September 5, 2029, which is ten years after the date on which it was approved by our stockholders. The Board may amend, suspend or terminate the 2019 Plan at any time. To the extent necessary to comply with applicable provisions of U.S. federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein, we will obtain stockholder approval of any such amendment to the 2019 Plan in such a manner and to such a degree as required. The amendment, suspension or termination of the 2019 Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award.

During our fiscal year ended March 31, 2021, we granted options to purchase an aggregate of 4,990,000 shares of our common stock from the 2019 Plan as follows:

●

options to purchase an aggregate of 1,580,000 shares of our common stock at a price of $0.398 per share to independent members of our Board, our officers and employees and certain consultants and advisors in April 2020. The options vested 25% upon grant with the remaining shares vesting ratably over two years;

●

options to purchase an aggregate of 365,000 shares of our common stock at prices of between $0.42 and $0.55 per share to various investor and public relations and scientific consultants in May and June 2020. The options vested 25% upon grant with the remaining shares vesting ratably monthly over one year;

●

options to purchase an aggregate of 195,000 shares of our common stock at prices of between $0.62 and $0.73 per share to various investor and public relations and scientific consultants in August through October 2020. Certain grants vested 25% upon grant with the remaining shares vesting ratably over one year or three years; other options vested monthly over a period of one year or two years;

●	options to purchase 200,000 shares of our common stock at a price of $0.7889 per share to a new research and development employee in December 2020. The options vest 25% on the first anniversary of the grant date with the remaining shares vesting ratably monthly over the next 4 years;

●

options to purchase an aggregate of 1,375,000 shares of our common stock at a price of $1.77 per share to independent members of our Board, our officers and employees in December 2020 following the December 2020 Public Offering. The options vested 25% upon grant with the remaining shares vesting ratably over two years; and

●	options to purchase 1,275,000 shares of our common stock at prices from $1.99 to $2.55 per share to new employees during February and March 2021. The options vest 25% on the first anniversary of the grant date with the remaining shares vesting ratably monthly over the next 3 years.

During our fiscal year ended March 31, 2020, we granted options to purchase an aggregate of 3,455,000 shares of our common stock from the 2019 Plan and the 2016 Plan as follows:

●

options from the 2016 Plan to purchase an aggregate of 1,220,000 shares of our common stock at a then above-market exercise price of $1.00 per share to the independent members of our Board, our officers and employees and certain consultants in May 2019. The options vested 25% upon grant with the remaining shares vesting ratably over three years for independent directors, officers and employees, and over two years for consultants;

●

options from the 2019 Plan to one of our officers to purchase 170,000 shares of our common stock at a then above-market exercise price of $1.00 per share, which May 2019 grant was contingent upon the approval of the 2019 Plan by our stockholders. Our stockholders approved the 2019 Plan at our Annual Meeting in September 2019 and ratified the contingent grant. The option vested 25% upon approval of the 2019 Plan and the remaining shares are vesting ratably over three years;

●

options from our 2019 Plan to the independent members of our Board, our officers and employees and certain consultants to purchase an aggregate of 1,990,000 shares of our common stock at exercise prices ranging from $0.50 per share to $1.41 per share during the quarter ended December 31, 2019. Options granted to Board members, officers, employees and most consultants were vested 25% at grant, with the remaining options vesting ratably over the following 24 months. In the case of options granted to certain consultants, the options were vested 25% at grant but the remaining vesting period was less than 24 months to coincide with remaining contractual terms;

●

options from our 2019 Plan to purchase 75,000 shares of our common stock at an exercise price of $0.7074 per share to a consultant as partial compensation under a professional services contract in January 2020. The options were vested 25% upon grant with the remaining shares vesting ratably over the next twelve months.

The following table summarizes stock-based compensation expense related to option grants to our officers, independent directors, consultants and service providers included in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the years ended March 31, 2021 and 2020.

	Fiscal Years Ended March 31,
	2021		2020

Research and development expense	$	746,900	$	1,287,200

General and administrative expense		1,559,200		2,533,600

Total stock-based compensation expense	$	2,306,100	$	3,820,800

Expense amounts reported above include $7,500 and $2,500 in research and development expense for the fiscal years ended March 31, 2021 and 2020, respectively, and $6,800 and $1,500 in general and administrative expense for the fiscal years ended March 31, 2021 and 2020, respectively, attributable to our 2019 Employee Stock Purchase Plan (the 2019 ESPP), described below.

We used the Black-Scholes Option Pricing model with the following weighted average assumptions to determine share-based compensation expense related to option grants during the fiscal years ended March 31, 2021 and 2020:

	Fiscal Years Ended March 31,
	2021			2020
	(weighted average)			(weighted average)
Exercise price	$	1.27		$	1.14
Market price on date of grant	$	1.27		$	1.05
Risk-free interest rate		0.53	%		1.79	%
Expected term (years)		5.58			5.41
Volatility		83.79	%		86.99	%
Expected dividend yield		0.00	%		0.00	%

Fair value per share at grant date	$	0.87		$	0.73

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 option exercises and relevant historical data due to the relatively limited period during which our stock has been publicly traded on a major exchange and the historical lack of liquidity in freely-tradable shares of our common stock. Those factors 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 recognize the effect of forfeitures as they occur.

The following table summarizes stock option activity for the fiscal years ended March 31, 2021 and 2020 under the 2019 Plan and the 2016 Plan:

	Fiscal Years Ended March 31,
	2021					2020

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

Options outstanding at beginning of period		10,003,088		$	1.36		6,626,088		$	1.48
Options granted		4,990,000		$	1.27		3,455,000		$	1.14
Options exercised		(355,000	)	$	0.89		-		$	-
Options forfeited		-		$	-		-		$	-
Options expired		-		$	-		(78,000	)	$	1.50

Options outstanding at end of period		14,638,088		$	1.34		10,003,088		$	1.36
Options exercisable at end of period		10,732,059		$	1.29		7,936,290		$	1.39

Weighted average grant-date fair value of
options granted during the period				$	0.87				$	0.73

The following table summarizes information on stock options outstanding and exercisable under the 2019 Plan and the 2016 Plan as of March 31, 2021:

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

$	0.398 to $0.89		2,590,000		9.12	$	0.48		1,574,795	$	0.45
$	0.90 to $1.18		3,240,000		7.42	$	1.09		2,871,049	$	1.10
$	1.19 to $1.46		2,500,000		8.13	$	1.36		2,155,468	$	1.35
$	1.47 to $1.63		3,177,253		5.85	$	1.52		3,177,253	$	1.52
$	1.64 to $15.00		3,130,835		9.40	$	2.14		953,494	$	2.38
			14,638,088		7.92	$	1.34		10,732,059	$	1.29

At March 31, 2021, there were 1,843,158 registered shares of our common stock remaining available for grant under the 2019 Plan. Two members of our Board and certain consultants exercised options to purchase an aggregate of 355,000 shares of our common stock during the fiscal year ended March 31, 2021. There were no option exercises during the fiscal year ended March 31, 2020.

Aggregate intrinsic value is the sum of the amount by which the fair value of the underlying common stock exceeds the aggregate exercise price of the outstanding options (in-the-money-options). Based on the $2.13 per share quoted closing market price of our common stock on March 31, 2021, there was approximately $12,205,000 of intrinsic value in our outstanding options at that date.

As of March 31, 2021, there was approximately $3,852,300 of unrecognized compensation cost related to non-vested share-based compensation awards from the 2019 Plan and the 2016 Plan, which cost is expected to be recognized through November 2023.

2019 Employee Stock Purchase Plan

Our Board approved the VistaGen Therapeutics, Inc. 2019 Employee Stock Purchase Plan (the 2019 ESPP) on June 13, 2019. Our stockholders approved the 2019 ESPP at our annual meeting on September 5, 2019. The principal terms of our 2019 ESPP are summarized below.

The 2019 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. The Compensation Committee of the Board administers the 2019 ESPP. The Compensation Committee has authority to construe, interpret and apply the terms of the 2019 ESPP. As approved by our stockholders, a maximum of 1,000,000 shares of our common stock may be purchased under the 2019 ESPP.

The 2019 ESPP is generally expected to operate in consecutive semi-annual periods referred to as “option periods.” The first option period commenced on January 1, 2020 and ended on the last trading day in the semi-annual period ended June 30, 2020, with successive option periods expected to begin on the first day of January and July and to terminate on the last trading day of June and December, respectively. Option periods may not last longer than the maximum period permitted under Section 423 of the Code, which generally limits the length of such offerings to either 5 years or 27 months, depending on the terms of the offering. Generally, all full-time employees of the Company and its subsidiaries are eligible to participate in an option period.

On the first day of each option period (the Grant Date), each eligible employee for that option period will be granted an option to purchase shares of our common stock. Each participant’s option will permit the participant to purchase a number of shares determined by dividing the employee’s accumulated payroll deductions for the option period by the applicable purchase price. A participant must designate the percentage (if any) of compensation to be deducted during that option period for the purchase of stock under the 2019 ESPP. The participant’s payroll deduction election will generally remain in effect for future option periods unless terminated by the participant. A participant may elect to withdraw from any option period prior to the last day of the option period, in which case the participant’s payroll deductions will be refunded and the participant’s outstanding options will terminate.

Each participant’s payroll deductions under the 2019 ESPP will be credited to a liability account in his or her name under the 2019 ESPP. The aggregate liability for participant payroll deductions at March 31, 2021 and 2020 was $18,600 and $14,700, respectively, which amounts are included in accrued expenses in the accompanying Consolidated Balance Sheet at those dates.

Each option granted under the 2019 ESPP will automatically be exercised on the last day of the respective option period (referred to as the Exercise Date). The number of shares acquired by a participant upon exercise of his or her option will be determined by dividing the participant’s 2019 ESPP account balance as of the Exercise Date for the option period by the purchase price of the option. The purchase price for each option is generally equal to the lesser of (i) 85% of the fair market value of a share of our common stock on the applicable Grant Date, or (ii) 85% of the fair market value of a share of our common stock on the applicable Exercise Date. A participant’s 2019 ESPP account will be reduced upon exercise of his or her option by the amount used to pay the purchase price of the shares acquired by the participant. Following exercise of the option, any excess amount in a participant’s account will be refunded following the Exercise Date. No interest will be paid to any participant under the 2019 ESPP.

Participation in the 2019 ESPP is subject to the following limits:

	●	A participant cannot contribute less than 1% or more than 15% of his or her compensation to the purchase of stock under the 2019 ESPP in any one payroll period;
	●	A participant cannot accrue rights to purchase more than $25,000 of stock (valued at the Grant Date of the applicable offering period and without giving effect to any discount reflected in the purchase price for the stock) for each calendar year in which an option is outstanding; and
	●	A participant will not be granted an option under the 2019 ESPP if it would cause the participant to own stock and/or hold outstanding options to purchase common stock constituting 5.0% or more of the total combined voting power or value of all classes of stock of the Company or of one of its subsidiaries or to the extent it would exceed certain other limits under the Code.

The $25,000 annual purchase and the 5% ownership limitations referred to above are required under the Code.

As is customary, the number of shares of stock available under the 2019 ESPP or subject to outstanding options, is subject to adjustment in the event of certain reorganizations, combinations, recapitalization of shares, stock splits, reverse stock split, subdivision or other similar change in respect of our common stock. A participant’s rights with respect to options or the purchase of shares under the 2019 ESPP, as well as payroll deductions credited to his or her 2019 ESPP account, may not be assigned, transferred, pledged or otherwise disposed of in any way except by will or the laws of descent and distribution.

The Board generally may amend, suspend, or terminate the 2019 ESPP at any time and in any manner, except that stockholder approval is required to increase the number of shares authorized for issuance under the 2019 ESPP and for certain other amendments. No amendment to the 2019 ESPP may materially adversely affect the option rights previously granted to a participant under the 2019 ESPP, except as required by law or regulation.

Our 2019 ESPP became effective on January 1, 2020 and will continue in effect until the earlier of such time as all of the shares of the Company’s common stock subject to the 2019 ESPP have been sold or December 31, 2030, unless terminated earlier by the Board. During the fiscal year ended March 31, 2021, employees purchased an aggregate of 58,125 shares of common stock under the 2019 ESPP and the Company received proceeds of $26,200.

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, 2021

Related Party Transactions

Consulting Agreement

We have we engaged a consulting firm headed by one of the independent members of our Board to provide various market research studies, competitive analyses, and commercial advisory projects for certain of our CNS pipeline candidates pursuant to which we recorded expense of $193,000 and $108,400 for the fiscal years ended March 31, 2021 and 2020, respectively. We recorded no accounts payable or accrued expenses related to such services at March 31, 2021 or 2020.

Commitments, Contingencies, Guarantees and Indemnifications

12 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

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 our 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, 2021 or 2020.

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 at March 31, 2021 or 2020.

Leases

Financing Lease

At March 31, 2021 and 2020, the following assets are subject to financing lease obligations and included in property and equipment:

	March 31,			March 31,
	2021			2020

Office equipment subject to financing lease	$	14,700		$	14,700
Accumulated depreciation		(12,400	)		(9,400	)

Net book value of office equipment subject to
financing lease	$	2,300		$	5,300

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

Fiscal Year Ending March 31,
2022	$	3,200

Future minimum lease payments		3,200

Less imputed interest included in minimum lease payments		(200	)

Present value of minimum lease payments		3,000

Less current portion		(3,000	)

Financing lease obligation - non-current portion	$	-

Operating Lease

We lease our headquarters office and laboratory space in South San Francisco, California under the terms of a lease that expires on July 31, 2022 and that provides an option to renew for an additional five years at then-current market rates. Consistent with the guidance in ASC 842, effective beginning April 1, 2019, we have recorded this lease in our Consolidated Balance Sheet as an operating lease. For the purpose of determining the right-of-use asset and associated lease liability, upon our adoption of ASC 842, we determined that the renewal of this lease was reasonably probable. The lease of our South San Francisco facilities does not include any restrictions or covenants requiring special treatment under ASC 842.

The following table summarizes the presentation of the operating lease in our Condensed Consolidated Balance Sheet at March 31, 2021 and 2020:

	As of March 31, 2021		As of March 31, 2020
Assets
Right of use asset – operating lease	$	3,219,600	$	3,579,600

Liabilities
Current operating lease obligation	$	364,800	$	313,400
Non-current operating lease obligation		3,350,800		3,715,600
Total operating lease liability	$	3,715,600	$	4,029,000

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

	For the Fiscal Year Ended		For the Fiscal Year Ended
	March 31, 2021		March 31, 2020
Operating lease cost	$	838,200	$	822,300

The minimum (base rental) lease payments related to our South San Francisco operating lease are expected to be as follows:

Fiscal Years Ending March 31,
2022	$	668,400
2023		726,000
2024		766,000
2025		789,000
2026		812,700
Thereafter		1,118,700
Total lease expense		4,880,800
Less imputed interest		(1,165,200	)
Present value of operating lease liabilities	$	3,715,600

The remaining lease term, including the assumed five-year extension at the expiration of the current lease period, and the discount rate assumption for our South San Francisco operating lease is as follows:

		As of March 31, 2021
Assumed remaining lease term in years		6.33
Assumed discount rate		8.54%

The interest rate implicit in lease contracts is typically not readily determinable and, as such, we used our estimated incremental borrowing rate based on information available at the adoption of ASC 842, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Supplemental disclosure of cash flow information related to our operating leases included in cash flows used by operating activities in the consolidated statements of cash flows is as follows:

	For the Fiscal Year Ended		For the Fiscal Year Ended
	March 31, 2021		March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities	$	791,600	$	753,900

During the fiscal years end March 31, 2021 and 2020, other than the April 1, 2019 initial adoption of ASC 842 that required right of use assets and lease liabilities to be recorded, we recorded no new right of use assets arising from new lease liabilities.

We also lease a small office in the San Francisco Bay Area under a month-to-month arrangement at insignificant cost and have made an accounting policy election not to apply the ASC 842 operating lease recognition requirements to such short-term lease. We recognize the lease payments for this lease in general and administrative expense over the lease term. We recorded rent expense of $14,200 and $14,000 for the fiscal years ended March 31, 2021 and 2020, respectively, attributable to this lease.

Subsequent Events

12 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

We have evaluated subsequent events through the date of this Annual Report and have identified the following material events and transactions that occurred after March 31, 2021:

Conversion of Series D Preferred Stock

From April 5, 2021 to April 22,2021, holders of an aggregate of 402,149 shares of our Series D Preferred converted such shares into 9,249,427 shares of our registered common stock, following which no shares of Series D Preferred remained outstanding.

Exercise of Warrants

From April 1, 2021 through the date of this Annual Report, holders of outstanding warrants have exercised warrants to purchase an aggregate of 1,508,768 shares of our common stock and we have received cash proceeds of approximately $1,105,700. On May 16, 2021, warrants to purchase 2,705,883 shares of our common stock at $5.30 per share expired unexercised.

Grant of Options from 2019 Plan

From April 1, 2021 through the date of this Annual Report, we granted options to purchase 575,000 shares of our common stock under the terms of our 2019 Plan to three newly-hired executives and a new independent member of our Board. The options have an exercise price equal to the quoted closing market price of our common stock on the Nasdaq Capital Market on the respective date of grant, a term of ten years and vest 25% on the first anniversary of the grant date and ratably on a monthly basis for three years thereafter.

Termination of LPC Agreement

On June 25, 2021, in accordance with its provisions, we voluntarily terminated the LPC Agreement and will sell no additional shares of our common stock under that agreement.

Supplemental Financial Information

12 Months Ended

Mar. 31, 2021

Quarterly Financial Information Disclosure [Abstract]

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, 2021. 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												Total
	June 30, 2020			September 30, 2020			December 31, 2020			March 31, 2021			Fiscal Year 2021

Sublicense revenue	$	-		$	334		$	314		$	442		$	1,090
Total revenue		-			334			314			442			1,090

Operating expenses:
Research and development	$	1,731		$	2,358		$	3,496		$	4,891		$	12,476
General and administrative		1,391			1,270			2,117			1,770			6,548
Total operating expenses		3,122			3,628			5,613			6,661			19,024
Loss from operations		(3,122	)		(3,294	)		(5,299	)		(6,219	)		(17,934	)

Other income (expense), net:
Interest income (expense), net		(3	)		(4	)		1			8			2
Other income		1			-			-			-			1

Loss before income taxes		(3,124	)		(3,298	)		(5,298	)		(6,211	)		(17,931	)
Income taxes		(3	)		-			-			-			(3	)
Net loss and comprehensive loss		(3,127	)		(3,298	)		(5,298	)		(6,211	)		(17,934	)

Accrued dividend on Series B Preferred stock		(336	)		(347	)		(354	)		(349	)		(1,386	)
Beneficial conversion feature on Series D
Preferred stock		-			-			-			(23,000	)		(23,000	)

Net loss attributable to common stockholders	$	(3,463	)	$	(3,645	)	$	(5,652	)	$	(29,560	)	$	(42,320	)

Basic and diluted net loss per common share
attributable to common stockholders	$	(0.07	)	$	(0.05	)	$	(0.07	)	$	(0.20	)	$	(0.49	)
Weighted average shares used in computing
basic and diluted net loss per common share
attributable to common stockholders		51,321,355			67,082,935			81,086,105			145,966,502			86,133,644

	Three Months Ended												Total
	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			Fiscal Year 2020

Operating expenses:
Research and development	$	4,314		$	4,205		$	3,015		$	1,840		$	13,374
General and administrative		1,910			1,146			2,948			1,423			7,427
Total operating expenses		6,224			5,351			5,963			3,263			20,801
Loss from operations		(6,224	)		(5,351	)		(5,963	)		(3,263	)		(20,801	)

Other expenses, net:
Interest income (expense), net		16			15			2			(3	)		30

Loss before income taxes		(6,208	)		(5,336	)		(5,961	)		(3,266	)		(20,771	)
Income taxes		(2	)		-			-			(1	)		(3	)
Net loss and comprehensive loss		(6,210	)		(5,336	)		(5,961	)		(3,267	)		(20,774	)

Accrued dividend on Series B Preferred stock		(302	)		(314	)		(322	)		(326	)		(1,264	)
Net loss attributable to common stockholders	$	(6,512	)	$	(5,650	)	$	(6,283	)	$	(3,593	)	$	(22,038	)

Basic and diluted net loss per common share
attributable to common stockholders	$	(0.15	)	$	(0.13	)	$	(0.15	)	$	(0.08	)	$	(0.50	)
Weighted average shares used in computing
basic and diluted net loss per common share
attributable to common stockholders		42,622,965			42,622,965			43,158,889			47,094,781			43,869,523

	Three Months Ended												Total
	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			Fiscal Year 2020

Operating expenses:
Research and development	$	4,314		$	4,205		$	3,015		$	1,840		$	13,374
General and administrative		1,910			1,146			2,948			1,423			7,427
Total operating expenses		6,224			5,351			5,963			3,263			20,801
Loss from operations		(6,224	)		(5,351	)		(5,963	)		(3,263	)		(20,801	)

Other expenses, net:
Interest income (expense), net		16			15			2			(3	)		30

Loss before income taxes		(6,208	)		(5,336	)		(5,961	)		(3,266	)		(20,771	)
Income taxes		(2	)		-			-			(1	)		(3	)
Net loss and comprehensive loss		(6,210	)		(5,336	)		(5,961	)		(3,267	)		(20,774	)

Accrued dividend on Series B Preferred stock		(302	)		(314	)		(322	)		(326	)		(1,264	)
Net loss attributable to common stockholders	$	(6,512	)	$	(5,650	)	$	(6,283	)	$	(3,593	)	$	(22,038	)

Basic and diluted net loss per common share
attributable to common stockholders	$	(0.15	)	$	(0.13	)	$	(0.15	)	$	(0.08	)	$	(0.50	)
Weighted average shares used in computing
basic and diluted net loss per common share
attributable to common stockholders		42,622,965			42,622,965			43,158,889			47,094,781			43,869,523

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Use of Estimates

Principles of Consolidation

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

Impairment of Long-Lived Assets

Deferred Offering Costs

Revenue Recognition

Research and Development Expenses

Stock-Based Compensation

Income Taxes

Right of Use Assets and Operating Lease Obligations

Concentrations of Credit Risk

Fair Value Measurements

●	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.

●

We carried no assets or liabilities that are measured on a recurring basis at fair value at March 31, 2021 or 2020.

Warrants Issued in Connection with Equity Financing

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 Attributable to Common Stockholders

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:

	Fiscal Years Ended March 31,
	2021			2020

Numerator:
Net loss attributable to common stockholders for basic and diluted earnings
pershare	$	(42,319,800	)	$	(22,037,600	)

Denominator:
Weighted average basic and diluted common shares outstanding		86,133,644			43,869,523


Basic and diluted net loss attributable to common stockholders per common share	$	(0.49	)	$	(0.50	)

Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2021 and 2020 are as follows:

	At March 31,		At March 31,
	2021		2020

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

Series B Preferred stock issued and outstanding (2)		1,131,669		1,160,240

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

Series D Preferred stock issued and outstanding (4)		402,149		-

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		14,638,088		10,003,088

Outstanding warrants to purchase common stock		19,362,532		26,555,281

Total		38,602,450		40,786,621

____________
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, 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; excludes shares of unregistered common stock issuable in payment of dividends on Series B Preferred upon conversion.
(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.
(4) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock, effective December 21, 2020.

Recent Accounting Pronouncements

We believe the following recent accounting pronouncements or changes in accounting pronouncements are of significance or potential significance to the Company.

The amendments in ASU 2020-06 are effective for our fiscal year beginning April 1, 2022. We are evaluating the impact of this new guidance, but do not believe that our adoption of ASU 2020-06 will have a material impact on our consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

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

	Fiscal Years Ended March 31,
	2021			2020

Numerator:
Net loss attributable to common stockholders for basic and diluted earnings
pershare	$	(42,319,800	)	$	(22,037,600	)

Denominator:
Weighted average basic and diluted common shares outstanding		86,133,644			43,869,523


Basic and diluted net loss attributable to common stockholders per common share	$	(0.49	)	$	(0.50	)

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

	At March 31,		At March 31,
	2021		2020

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

Series B Preferred stock issued and outstanding (2)		1,131,669		1,160,240

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

Series D Preferred stock issued and outstanding (4)		402,149		-

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		14,638,088		10,003,088

Outstanding warrants to purchase common stock		19,362,532		26,555,281

Total		38,602,450		40,786,621

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Mar. 31, 2021

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

Schedule of prepaid expenses and other current assets

	March 31,		March 31,
	2021		2020

Clinical and nonclinical materials and contract services	$	686,900	$	115,200
Insurance		121,800		107,200
All other		26,400		2,700
	$	835,100	$	225,100

Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	March 31,			March 31,
	2021			2020

Laboratory equipment	$	937,400		$	892,500
Tenant improvements		214,400			214,400
Information technology equipment		73,900			54,600
Office furniture and equipment		84,600			84,600
Manufacturing equipment		211,200			-
		1,521,500			1,246,100

Accumulated depreciation and amortization		(1,154,100	)		(1,036,500	)
Property and equipment, net	$	367,400		$	209,600

Depreciation and Amortization

	Fiscal Years Ended March 31,
	2021		2020

Owned assets	$	114,600	$	100,200
Leased assets		3,000		2,900
Total depreciation and amortization	$	117,600	$	103,100

Assets subject to financing lease

	March 31,			March 31,
	2021			2020

Office equipment subject to financing lease	$	14,700		$	14,700
Accumulated depreciation		(12,400	)		(9,400	)

Net book value of office equipment subject to
financing lease	$	2,300		$	5,300

Accrued Expenses (Tables)

12 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses

	March 31,		March 31,
	2021		2020

Accrued expenses for clinical and nonclinical
materials, development and contract services	$	1,449,400	$	462,300
Accrued professional services		85,500		76,500
All other		27,800		22,700
	$	1,562,700	$	561,500

Notes Payable (Tables)

12 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Summary of notes payable

	March 31, 2021						March 31, 2020
	Principal		Accrued				Principal		Accrued
	Balance		Interest		Total		Balance		Interest		Total

7.30% Note payable to insurance premium financing company (current)	$	-	$	-	$	-	$	56,500	$	-	$	56,500

Capital Stock (Tables)

12 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Carrying value of the debt instruments

Assumption:	Additional Warrants
Market price per share	$	0.44
Exercise price per share	$	0.50
Risk-free interest rate		1.59	%
Contractual term in years		4.32
Volatility		86.64	%
Dividend rate		0.0	%

Number of warrant shares		325,000
Weighted average fair value per share	$	0.27

Assumption:	Pre- modification			Post- modification
Market price per share	$	0.44		$	0.44
Exercise price per share	$	1.85		$	0.50
Risk-free interest rate		1.58	%		1.58	%
Remaining contractual term in years		2.25			1.91
Volatility		87.5	%		88.1	%
Dividend rate		0.0	%		0.0	%

Number of warrant shares		6,611,759			6,611,759
Weighted average fair value per share	$	0.08		$	0.19

Assumption:	Pre- modification			Post-modification
Market price per share	$	0.805		$	0.805
Exercise price per share	$	7.00		$	0.805
Risk-free interest rate		1.57	%		1.65	%
Remaining contractual term in years		0.58			3.034
Volatility		98.7	%		84.9	%
Dividend rate		0.0	%		0.0	%

Number of warrant shares		80,431			80.431
Weighted average fair value per share	$	0.00		$	.044

Schedule of outstanding warrants to purchase shares

			Warrants Exercisable
Exercise			and Outstanding
Price		Expiration	at March 31,
per Share		Date	2021

$	0.50	4/30/2021 to 3/31/2024		4,944,680
$	0.73	7/25/2025		1,670,077
$	0.805	12/31/2022		80,431
$	1.50	12/13/2022		8,375,530
$	1.82	3/7/2023		1,388,931
$	3.51	12/31/2021		50,000
$	5.30	5/16/2021		2,705,883
$	7.00	3/3/2023		147,000

		19,362,532

Schedule of reserved shares of common stock for future issuance

COMMON STOCK RESERVED FOR FUTURE ISSUANCE AT 3/31/21


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

Upon exchange of all shares of Series B Preferred currently issued and outstanding (2)			4,000,000

Upon exchange of all shares of Series C Preferred currently issued and outstanding (3)			2,318,012

Upon exchange of all shares of Series D Preferred currently issued and outstanding (4)			9,249,427

Pursuant to warrants to purchase common stock:
Subject to outstanding warrants			19,365,532

Pursuant to stock incentive plans:
Subject to outstanding options under the Amended and Restated 2016 Stock Incentive
Plan and the 2019 Omnibus Equity Incentive Plan			14,638,088
Available for future grants under the 2019 Omnibus Equity Incentive Plan			1,843,158
Available for future issuance under the 2019 Employee Stock Purchase Plan			941,875
			17,423,121

Reserved for issuance under Lincoln Park Purchase Agreement			320,272

Total reserves			53,426,364

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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

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+ Details

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of effective income tax rate

	Fiscal Years Ended March 31,
	2021			2020

Computed expected tax benefit		(21.00	)%		(21.00	)%
State income taxes, net of federal benefit		0.01	%		0.01	%
Tax effect of warrant modifications		-	%		0.84	%
Tax effect of research and development credits		(1.45	)%		(1.60	)%
Tax effect of stock compensation		4.71	%		2.39	%
Tax effect of other non-deductible items		0.00	%		0.00	%
Expired net operating loss carryforwards		1.99	%		0.36	%
Change in valuation allowance (federal only)		15.74	%		19.02	%

Income tax expense		0.00	%		0.02	%

Schedule of components of the deferred tax assets

	March 31,
	2021			2020
Deferred tax assets:
Net operating loss carryovers	$	33,587,300		$	30,607,500
Basis differences in property and equipment		12,500			9,100
Research and development credit carryforwards		2,589,000			2,256,400
Stock based compensation		3,515,500			3,919,900
Operating lease Right of Use asset		105,300			95,400
Accruals and reserves		67,000			66,500

Total deferred tax assets		39,876,600			36,954,800

Valuation allowance		(39,876,600	)		(36,954,800	)

Net deferred tax assets	$	-		$	-

Unrecognized tax benefits

	Fiscal Years Ended March 31,
	2021		2020

Unrecognized benefit - beginning of period	$	814,600	$	668,700
Current period tax position increases		117,300		146,000
Prior period tax position increases (decreases)		-		(100	)

Unrecognized benefit - end of period	$	931,900	$	814,600

Licensing, Sublicensing and Collaborative Agreements (Tables)

12 Months Ended

Mar. 31, 2021

Tax effect of warrant modifications

Changes in contract liabilities

	Balance at							Balance at
	March 31, 2020		Additions		Deductions			March 31, 2021
Deferred Revenue - current portion	$	-	$	1,420,200	$	-		$	1,420,200
Deferred Revenue - non-current portion		-		3,579,800		(1,089,500	)		2,490,300
Total	$	-	$	5,000,000	$	(1,089,500	)	$	3,910,500

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

12 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of share-based compensation expense

	Fiscal Years Ended March 31,
	2021		2020

Research and development expense	$	746,900	$	1,287,200

General and administrative expense		1,559,200		2,533,600

Total stock-based compensation expense	$	2,306,100	$	3,820,800

Schedule of Black Scholes option valuation model

	Fiscal Years Ended March 31,
	2021			2020
	(weighted average)			(weighted average)
Exercise price	$	1.27		$	1.14
Market price on date of grant	$	1.27		$	1.05
Risk-free interest rate		0.53	%		1.79	%
Expected term (years)		5.58			5.41
Volatility		83.79	%		86.99	%
Expected dividend yield		0.00	%		0.00	%

Fair value per share at grant date	$	0.87		$	0.73

Schedule of stock option plans

	Fiscal Years Ended March 31,
	2021					2020

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

Options outstanding at beginning of period		10,003,088		$	1.36		6,626,088		$	1.48
Options granted		4,990,000		$	1.27		3,455,000		$	1.14
Options exercised		(355,000	)	$	0.89		-		$	-
Options forfeited		-		$	-		-		$	-
Options expired		-		$	-		(78,000	)	$	1.50

Options outstanding at end of period		14,638,088		$	1.34		10,003,088		$	1.36
Options exercisable at end of period		10,732,059		$	1.29		7,936,290		$	1.39

Weighted average grant-date fair value of
options granted during the period				$	0.87				$	0.73

Schedule of stock options outstanding and exercisable

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

$	0.398 to $0.89		2,590,000		9.12	$	0.48		1,574,795	$	0.45
$	0.90 to $1.18		3,240,000		7.42	$	1.09		2,871,049	$	1.10
$	1.19 to $1.46		2,500,000		8.13	$	1.36		2,155,468	$	1.35
$	1.47 to $1.63		3,177,253		5.85	$	1.52		3,177,253	$	1.52
$	1.64 to $15.00		3,130,835		9.40	$	2.14		953,494	$	2.38
			14,638,088		7.92	$	1.34		10,732,059	$	1.29

Commitments, Contingencies, Guarantees and Indemnifications (Tables)

12 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of finance lease obligations

	March 31,			March 31,
	2021			2020

Office equipment subject to financing lease	$	14,700		$	14,700
Accumulated depreciation		(12,400	)		(9,400	)

Net book value of office equipment subject to
financing lease	$	2,300		$	5,300

Schedule of amortization expense for assets recorded under finance leases

Fiscal Year Ending March 31,
2022	$	3,200

Future minimum lease payments		3,200

Less imputed interest included in minimum lease payments		(200	)

Present value of minimum lease payments		3,000

Less current portion		(3,000	)

Financing lease obligation - non-current portion	$	-

Summary of presentation of operating lease

	As of March 31, 2021		As of March 31, 2020
Assets
Right of use asset – operating lease	$	3,219,600	$	3,579,600

Liabilities
Current operating lease obligation	$	364,800	$	313,400
Non-current operating lease obligation		3,350,800		3,715,600
Total operating lease liability	$	3,715,600	$	4,029,000

Summary of expected lease expense

	For the Fiscal Year Ended		For the Fiscal Year Ended
	March 31, 2021		March 31, 2020
Operating lease cost	$	838,200	$	822,300

Schedule of future minimum payments under operating leases

Fiscal Years Ending March 31,
2022	$	668,400
2023		726,000
2024		766,000
2025		789,000
2026		812,700
Thereafter		1,118,700
Total lease expense		4,880,800
Less imputed interest		(1,165,200	)
Present value of operating lease liabilities	$	3,715,600

Other lease disclosure

		As of March 31, 2021
Assumed remaining lease term in years		6.33
Assumed discount rate		8.54%

Supplemental disclosure of cash flow information

	For the Fiscal Year Ended		For the Fiscal Year Ended
	March 31, 2021		March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities	$	791,600	$	753,900

Supplemental Financial Information (Tables)

12 Months Ended

Mar. 31, 2021

Quarterly Financial Information Disclosure [Abstract]

Schedule of quarterly financial information

	Three Months Ended												Total
	June 30, 2020			September 30, 2020			December 31, 2020			March 31, 2021			Fiscal Year 2021

Sublicense revenue	$	-		$	334		$	314		$	442		$	1,090
Total revenue		-			334			314			442			1,090

Operating expenses:
Research and development	$	1,731		$	2,358		$	3,496		$	4,891		$	12,476
General and administrative		1,391			1,270			2,117			1,770			6,548
Total operating expenses		3,122			3,628			5,613			6,661			19,024
Loss from operations		(3,122	)		(3,294	)		(5,299	)		(6,219	)		(17,934	)

Other income (expense), net:
Interest income (expense), net		(3	)		(4	)		1			8			2
Other income		1			-			-			-			1

Loss before income taxes		(3,124	)		(3,298	)		(5,298	)		(6,211	)		(17,931	)
Income taxes		(3	)		-			-			-			(3	)
Net loss and comprehensive loss		(3,127	)		(3,298	)		(5,298	)		(6,211	)		(17,934	)

Accrued dividend on Series B Preferred stock		(336	)		(347	)		(354	)		(349	)		(1,386	)
Beneficial conversion feature on Series D
Preferred stock		-			-			-			(23,000	)		(23,000	)

Net loss attributable to common stockholders	$	(3,463	)	$	(3,645	)	$	(5,652	)	$	(29,560	)	$	(42,320	)

Basic and diluted net loss per common share
attributable to common stockholders	$	(0.07	)	$	(0.05	)	$	(0.07	)	$	(0.20	)	$	(0.49	)
Weighted average shares used in computing
basic and diluted net loss per common share
attributable to common stockholders		51,321,355			67,082,935			81,086,105			145,966,502			86,133,644

	Three Months Ended												Total
	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			Fiscal Year 2020

Operating expenses:
Research and development	$	4,314		$	4,205		$	3,015		$	1,840		$	13,374
General and administrative		1,910			1,146			2,948			1,423			7,427
Total operating expenses		6,224			5,351			5,963			3,263			20,801
Loss from operations		(6,224	)		(5,351	)		(5,963	)		(3,263	)		(20,801	)

Other expenses, net:
Interest income (expense), net		16			15			2			(3	)		30

Loss before income taxes		(6,208	)		(5,336	)		(5,961	)		(3,266	)		(20,771	)
Income taxes		(2	)		-			-			(1	)		(3	)
Net loss and comprehensive loss		(6,210	)		(5,336	)		(5,961	)		(3,267	)		(20,774	)

Accrued dividend on Series B Preferred stock		(302	)		(314	)		(322	)		(326	)		(1,264	)
Net loss attributable to common stockholders	$	(6,512	)	$	(5,650	)	$	(6,283	)	$	(3,593	)	$	(22,038	)

Basic and diluted net loss per common share
attributable to common stockholders	$	(0.15	)	$	(0.13	)	$	(0.15	)	$	(0.08	)	$	(0.50	)
Weighted average shares used in computing
basic and diluted net loss per common share
attributable to common stockholders		42,622,965			42,622,965			43,158,889			47,094,781			43,869,523

	Three Months Ended												Total
	June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			Fiscal Year 2020

Operating expenses:
Research and development	$	4,314		$	4,205		$	3,015		$	1,840		$	13,374
General and administrative		1,910			1,146			2,948			1,423			7,427
Total operating expenses		6,224			5,351			5,963			3,263			20,801
Loss from operations		(6,224	)		(5,351	)		(5,963	)		(3,263	)		(20,801	)

Other expenses, net:
Interest income (expense), net		16			15			2			(3	)		30

Loss before income taxes		(6,208	)		(5,336	)		(5,961	)		(3,266	)		(20,771	)
Income taxes		(2	)		-			-			(1	)		(3	)
Net loss and comprehensive loss		(6,210	)		(5,336	)		(5,961	)		(3,267	)		(20,774	)

Accrued dividend on Series B Preferred stock		(302	)		(314	)		(322	)		(326	)		(1,264	)
Net loss attributable to common stockholders	$	(6,512	)	$	(5,650	)	$	(6,283	)	$	(3,593	)	$	(22,038	)

Basic and diluted net loss per common share
attributable to common stockholders	$	(0.15	)	$	(0.13	)	$	(0.15	)	$	(0.08	)	$	(0.50	)
Weighted average shares used in computing
basic and diluted net loss per common share
attributable to common stockholders		42,622,965			42,622,965			43,158,889			47,094,781			43,869,523

Basis of Presentation (Details Narrative) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (219,841,600)	$ (201,907,400)
Cash and cash equivalents	$ 103,108,300	$ 1,355,100	$ 13,100,300

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended								12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss attributable to common stockholders for basic and diluted earnings per share	$ (29,560,000)	$ (5,652,000)	$ (3,645,000)	$ (3,463,000)	$ (3,593,000)	$ (6,283,000)	$ (5,650,000)	$ (6,512,000)	$ (42,319,800)	$ (22,037,600)
Denominator:
Weighted average basic and diluted common shares outstanding	145,966,502	81,086,105	67,082,935	51,321,355	47,094,781	43,158,889	42,622,965	42,622,965	86,133,644	43,869,523
Basic and diluted net loss attributable to common stockholders per common share	$ (0.20)	$ (0.07)	$ (0.05)	$ (0.07)	$ (0.08)	$ (0.15)	$ (0.13)	$ (0.15)	$ (0.49)	$ (0.50)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
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-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
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-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

+ Details

Summary of Significant Accounting Policies (Details 1) - shares	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Potentially dilutive securities excluded in determining diluted net loss per common share	38,602,450	40,786,621
Series A Preferred Stock
Potentially dilutive securities excluded in determining diluted net loss per common share	750,000	750,000
Series B Preferred Stock
Potentially dilutive securities excluded in determining diluted net loss per common share	1,131,669	1,160,240
Series C Preferred Stock
Potentially dilutive securities excluded in determining diluted net loss per common share	2,318,012	2,318,012
Series D Preferred Stock
Potentially dilutive securities excluded in determining diluted net loss per common share	402,149	0
2016 (formerly 2008) and 2016 Stock Incentive Plans
Potentially dilutive securities excluded in determining diluted net loss per common share	14,638,088	10,003,088
Warrants
Potentially dilutive securities excluded in determining diluted net loss per common share	19,362,532	26,555,281

Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Mar. 31, 2021
Laboratory, Information Technology and Office Equipment \| Minimum
Estimated useful lives	3 years
Laboratory, Information Technology and Office Equipment \| Maximum
Estimated useful lives	7 years
Manufacturing Equipment \| Minimum
Estimated useful lives	5 years
Manufacturing Equipment \| Maximum
Estimated useful lives	10 years

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Clinical and nonclinical materials and contract services	$ 686,900	$ 115,200
Insurance	121,800	107,200
All other	26,400	2,700
Prepaid expenses and other current assets	$ 835,100	$ 225,100

Property and Equipment (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Property and equipment, gross	$ 1,521,500	$ 1,246,100
Accumulated depreciation and amortization	(1,154,100)	(1,036,500)
Property and equipment, net	367,400	209,600
Laboratory Equipment
Property and equipment, gross	937,400	892,500
Tenant Improvements
Property and equipment, gross	214,400	214,400
Information Technology Equipment
Property and equipment, gross	73,900	54,600
Manufacturing Equipment
Property and equipment, gross	84,600	84,600
Office furniture and equipment
Property and equipment, gross	$ 211,200	$ 0

Property and Equipment (Details 1) - USD ($)	12 Months Ended
Property and Equipment (Details 1) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Owned assets	$ 114,600	$ 100,200
Leased assets	3,000	2,900
Total depreciation and amortization	$ 117,600	$ 103,100

Property and Equipment (Details 2) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Office equipment	$ 14,700	$ 14,700
Accumulated depreciation	(12,400)	(9,400)
Net book value	$ 2,300	$ 5,300

Accrued Expenses (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Payables and Accruals [Abstract]
Accrued for clinical and nonclinical materials, development and contract services	$ 1,449,400	$ 462,300
Accrued professional services	85,500	76,500
All other	27,800	22,700
Accrued expenses	$ 1,562,700	$ 561,500

Notes Payable (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Principal Balance :
Note payable non-current	$ 0	$ 56,500
Accrued Interest :
Note payable non-current	0	0
Total
Note payable	$ 0	$ 56,500

Capital Stock (Details) - $ / shares	12 Months Ended
Capital Stock (Details) - $ / shares	Mar. 31, 2021	Mar. 31, 2020
Exercise price per share	$ 1.27	$ 1.14
Risk-free interest rate	0.53%	1.79%
Contractual term in years	5 years 6 months 29 days	5 years 4 months 28 days
Dividend rate	0.00%	0.00%
Weighted average fair value per share	$ .87	$ 0.73
Fall 2019 Private Placement \| Additional Warrants
Market price per share at grant date	.44
Exercise price per share	$ .50
Risk-free interest rate	1.59%
Contractual term in years	4 years 3 months 25 days
Volatility	86.64%
Dividend rate	0.00%
Number of warrant shares	325,000
Weighted average fair value per share	$ .27
Winter 2019 Warrant Modification \| Pre-Modification
Market price per share at grant date	.44
Exercise price per share	$ 1.85
Risk-free interest rate	1.58%
Contractual term in years	2 years 3 months
Volatility	87.50%
Dividend rate	0.00%
Number of warrant shares	6,611,759
Weighted average fair value per share	$ .08
Winter 2019 Warrant Modification \| Post-Modification
Market price per share at grant date	.44
Exercise price per share	$ .50
Risk-free interest rate	1.58%
Contractual term in years	1 year 10 months 28 days
Volatility	88.10%
Dividend rate	0.00%
Number of warrant shares	6,611,759
Weighted average fair value per share	$ .19
December 19, 2019 Warrant Modification \| Pre-Modification
Market price per share at grant date	.805
Exercise price per share	$ 7.00
Risk-free interest rate	1.57%
Contractual term in years	6 months 29 days
Volatility	98.70%
Dividend rate	0.00%
Number of warrant shares	80,431
Weighted average fair value per share	$ .00
December 19, 2019 Warrant Modification \| Post-Modification
Market price per share at grant date	.805
Exercise price per share	$ .805
Risk-free interest rate	1.65%
Contractual term in years	3 years 11 days
Volatility	84.90%
Dividend rate	0.00%
Number of warrant shares	80,431
Weighted average fair value per share	$ .044

Capital Stock (Details 1)	12 Months Ended
Capital Stock (Details 1)	Mar. 31, 2021 $ / shares shares
Warrant One
Exercise price per share \| $ / shares	$ .50
Expiration date	4/30/2021 to 3/31/2024
Warrants outstanding	4,944,680
Warrants exercisable	4,944,680
Warrant Two
Exercise price per share \| $ / shares	$ .73
Expiration date	7/25/2025
Warrants outstanding	1,670,077
Warrants exercisable	1,670,077
Warrant Three
Exercise price per share \| $ / shares	$ .805
Expiration date	12/31/2022
Warrants outstanding	80,431
Warrants exercisable	80,431
Warrant Four
Exercise price per share \| $ / shares	$ 1.50
Expiration date	12/13/2022
Warrants outstanding	8,375,530
Warrants exercisable	8,375,530
Warrant Five
Exercise price per share \| $ / shares	$ 1.82
Expiration date	3/7/2023
Warrants outstanding	1,388,931
Warrants exercisable	1,388,931
Warrant Six
Exercise price per share \| $ / shares	$ 3.51
Expiration date	12/31/2021
Warrants outstanding	50,000
Warrants exercisable	50,000
Warrant Seven
Exercise price per share \| $ / shares	$ 5.30
Expiration date	5/16/2021
Warrants outstanding	2,705,883
Warrants exercisable	2,705,883
Warrant Eight
Exercise price per share \| $ / shares	$ 7.00
Expiration date	3/3/2023
Warrants outstanding	147,000
Warrants exercisable	147,000
Warrant
Warrants outstanding	19,362,532
Warrants exercisable	19,362,532

Capital Stock (Details 2)	Mar. 31, 2021 shares
Reserved for future issuance	53,426,364
Available for future grants	1,843,158
StockIncentive and Ombnibus Equity Incentive Plan
Reserved for future issuance	14,638,088
Amended and Restated 2016 and 2019 Stock
Reserved for future issuance	1,843,158
Available for future grants	941,875
Available for future issuance	17,423,121
Lincoln Park
Reserved for future issuance	320,272
Series A Preferred Stock
Reserved for future issuance	750,000
Series B Preferred Stock
Reserved for future issuance	4,000,000
Series C Preferred Stock
Reserved for future issuance	2,318,012
Series D Preferred Stock
Reserved for future issuance	9,249,427
Warrant
Reserved for future issuance	19,365,532

Research and Development Expenses (Details Narrative) - USD ($)	3 Months Ended								12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2021	Mar. 31, 2020
Research and Development [Abstract]
Research and development	$ 4,891,000	$ 3,496,000	$ 2,358,000	$ 1,731,000	$ 1,840,000	$ 3,015,000	$ 4,205,000	$ 4,314,000	$ 12,476,400	$ 13,374,200

Income Taxes (Details)	12 Months Ended
Income Taxes (Details)	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Computed expected tax benefit	(21.00%)	(21.00%)
State income taxes, net of federal benefit	0.01%	0.01%
Tax effect of warrant modifications	0.00%	0.84%
Tax effect of research and development credits	(1.45%)	(1.60%)
Tax effect of stock compensation	4.71%	2.39%
Tax effect of other non-deductible items	0.00%	0.00%
Expired net operating loss carryforwards	1.99%	0.36%
Change in valuation allowance (federal only)	15.74%	19.02%
Income tax expense	0.00%	0.20%

Income Taxes (Details 1) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Deferred tax assets:
Net operating loss carryovers	$ 33,587,300	$ 30,607,500
Basis differences in fixed assets	12,500	9,100
Research and development credit carryforwards	2,589,000	2,256,400
Stock based compensation	3,515,500	3,919,900
Operating lease Right of Use asset	105,300	95,400
Accruals and reserves	67,000	66,500
Total deferred tax assets	39,876,600	36,954,800
Valuation allowance	(39,876,600)	(36,954,800)
Net deferred tax assets	$ 0	$ 0

Income Taxes (Details 2) - USD ($)	12 Months Ended
Income Taxes (Details 2) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Unrecognized tax benefit
Unrecognized benefit - beginning of period	$ 814,600	$ 668,700
Current period tax position increases	117,300	146,000
Prior period tax position increases	0	(100)
Unrecognized benefit - end of period	$ 931,900	$ 814,600

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Valuation allowance increase	$ 2,921,800	$ 4,202,500
U.S. federal net operating loss carryforwards	39,175,200
U.S. federal net operating loss carryforwards subject to expiration	86,276,400
U.S. federal net operating loss carryforwards not subject to expiration	52,898,800
State net operating loss carryforwards	64,556,500
Federal and state research and development tax credit carryforwards	2,415,500	1,311,900
Unrecognized benefit - end of period	$ 931,900	$ 814,600	$ 668,700

Licensing, Sublicensing and Collaborative Agreements (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Deferred revenue - current	$ 1,420,200	$ 0
Deferred revenue - noncurrent	2,490,300	0
Deferred revenue	$ 3,910,500	0
Additions
Deferred revenue - current		1,420,200
Deferred revenue - noncurrent		3,579,800
Deferred revenue		5,000,000
Deductions
Deferred revenue - current		0
Deferred revenue - noncurrent		(1,089,500)
Deferred revenue		$ (1,089,500)

Stock Option Plans and 401(k) Plan (Details) - USD ($)	12 Months Ended
Stock Option Plans and 401(k) Plan (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Total stock-based compensation expense	$ 2,306,100	$ 3,820,800
Research and Development Expense
Total stock-based compensation expense	746,900	1,287,200
General and Administrative Expense
Total stock-based compensation expense	1,559,200	2,533,600
Stock Option \| Research and Development Expense
Total stock-based compensation expense	746,900	1,287,200
Stock Option \| General and Administrative Expense
Total stock-based compensation expense	$ 1,559,200	$ 2,533,600

Stock Option Plans and 401(k) Plan (Details 1) - $ / shares	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Exercise price	$ 1.27	$ 1.14
Market price on date of grant	$ 1.27	$ 1.05
Risk-free interest rate	0.53%	1.79%
Expected term (years)	5 years 6 months 29 days	5 years 4 months 28 days
Volatility	83.79%	86.99%
Expected dividend yield	0.00%	0.00%
Fair value per share at grant date	$ .87	$ 0.73

Stock Option Plans and 401(k) Plan (Details 2) - $ / shares	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at beginning	10,003,088	6,626,088
Options granted	4,990,000	3,455,000
Options exercised	(355,000)	0
Options forfeited	0	0
Options expired	0	(78,000)
Options outstanding at end	14,638,088	10,003,088
Options exercisable at end	10,732,059	7,936,290
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Options outstanding at beginning	$ 1.36	$ 1.48
Options granted	1.27	1.14
Options exercised	.89	0.00
Options forfeited	.00	0.00
Options expired	.00	1.50
Options outstanding at end	1.34	1.36
Options exercisable at end	1.29	1.39
Weighted average grant-date fair value of options granted	$ .87	$ 0.73

Stock Option Plans and 401(k) Plan (Details 3)	12 Months Ended
Stock Option Plans and 401(k) Plan (Details 3)	Mar. 31, 2021 $ / shares shares
Number outstanding \| shares	14,638,088
Weighted average remaining years until expiration	7 years 11 months 1 day
Weighted average exercise price \| $ / shares	$ 1.34
Number exercisable \| shares	10,732,059
Exercisable weighted average exercise price \| $ / shares	$ 1.29
0.398 to 0.89
Number outstanding \| shares	2,590,000
Weighted average remaining years until expiration	9 years 1 month 13 days
Weighted average exercise price \| $ / shares	$ 0.48
Number exercisable \| shares	1,574,795
Exercisable weighted average exercise price \| $ / shares	$ 0.45
0.90 to 1.18
Number outstanding \| shares	3,240,000
Weighted average remaining years until expiration	7 years 5 months 1 day
Weighted average exercise price \| $ / shares	$ 1.09
Number exercisable \| shares	2,871,049
Exercisable weighted average exercise price \| $ / shares	$ 1.1
1.19 to 1.46
Number outstanding \| shares	2,500,000
Weighted average remaining years until expiration	8 years 1 month 17 days
Weighted average exercise price \| $ / shares	$ 1.36
Number exercisable \| shares	2,155,468
Exercisable weighted average exercise price \| $ / shares	$ 1.35
1.47 to 1.63
Number outstanding \| shares	3,177,253
Weighted average remaining years until expiration	5 years 10 months 6 days
Weighted average exercise price \| $ / shares	$ 1.52
Number exercisable \| shares	3,177,253
Exercisable weighted average exercise price \| $ / shares	$ 1.52
1.64 to 15.00
Number outstanding \| shares	3,130,835
Weighted average remaining years until expiration	9 years 4 months 24 days
Weighted average exercise price \| $ / shares	$ 2.14
Number exercisable \| shares	953,494
Exercisable weighted average exercise price \| $ / shares	$ 2.38

Stock Option Plans and 401(k) Plan (Details Narrative)	Mar. 31, 2021 USD ($) shares
Share-based Payment Arrangement [Abstract]
Number of share available for grant under 2019 Plan \| shares	1,843,158
Aggregate intrinsic value outstanding	$ 12,205,000
Unrecognized compensation cost	$ 3,852,300

Commitments, Contingencies, Guarantees and Indemnifications (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Office equipment	$ 14,700	$ 14,700
Accumulated depreciation	(12,400)	(9,400)
Net book value	2,300	5,300
Information Technology Equipment
Office equipment	14,700	14,700
Accumulated depreciation	(12,400)	(9,400)
Net book value	$ 2,300	$ 5,300

Commitments, Contingencies, Guarantees and Indemnifications (Details 1)	Mar. 31, 2021 USD ($)
Fiscal Years Ending March 31,
2022	$ 3,200
Future minimum lease payments	3,200
Less imputed interest included in minimum lease payments	(200)
Present value of minimum lease payments	3,000
Less current portion	(3,000)
Non-current finance lease obligation	$ 0

Commitments, Contingencies, Guarantees and Indemnifications (Details 2) - USD ($)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Right of use asset - operating lease	$ 3,219,600	$ 3,579,600
Current operating lease obligation	364,800	313,400
Non-current operating lease obligation	3,350,800	3,715,600
Total operating lease liability	3,715,600	4,029,000
Operating lease cost	$ 838,200	$ 822,300

Commitments, Contingencies, Guarantees and Indemnifications (Details 3) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2022	$ 668,400
2023	726,000
2024	766,000
2025	789,000
2026	812,700
Thereafter	1,118,700
Total lease expense	4,880,800
Less imputed interest	(1,165,200)
Present value of operating lease liabilities	$ 3,715,600	$ 4,029,000

Commitments, Contingencies, Guarantees and Indemnifications (Details 4)	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Assumed remaining lease term in years	6 years 3 months 29 days
Assumed discount rate	8.54%

Commitments, Contingencies, Guarantees and Indemnifications (Details 5) - USD ($)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 791,600	$ 753,900

Commitments, Contingencies, Guarantees and Indemnifications (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Facility rent expense	$ 14,200	$ 14,000

Supplemental Financial Information (Details) - USD ($)	3 Months Ended								12 Months Ended
Supplemental Financial Information (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2021	Mar. 31, 2020
Quarterly Financial Information Disclosure [Abstract]
Sublicense revenue	$ 442,000	$ 314,000	$ 334,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 1,089,500	$ 0
Total revenues	442,000	314,000	334,000	0	0	0	0	0	1,089,500	0
Operating expenses:
Research and development	4,891,000	3,496,000	2,358,000	1,731,000	1,840,000	3,015,000	4,205,000	4,314,000	12,476,400	13,374,200
General and administrative	1,770,000	2,117,000	1,270,000	1,391,000	1,423,000	2,948,000	1,146,000	1,910,000	6,546,900	7,427,300
Total operating expenses	6,661,000	5,613,000	3,628,000	3,122,000	3,263,000	5,963,000	5,351,000	6,224,000	19,023,300	20,801,500
Loss from operations	(6,219,000)	(5,299,000)	(3,294,000)	(3,122,000)	(3,263,000)	(5,963,000)	(5,351,000)	(6,224,000)	(17,933,800)	(20,801,500)
Other expenses, net:
Interest income (expense), net	8,000	1,000	(4,000)	(3,000)	(3,000)	2,000	15,000	16,000	1,600	30,100
Other income	0	0	0	1,000					600	0
Loss on extinguishment of accounts payable					0	0	0	0		0
Loss before income taxes	(6,211,000)	(5,298,000)	(3,298,000)	(3,124,000)	(3,266,000)	(5,961,000)	(5,336,000)	(6,208,000)	(17,931,600)	(20,771,400)
Income taxes	0	0	0	(3,000)	(1,000)	0	0	(2,000)	(2,600)	(2,600)
Net loss and comprehensive loss	(6,211,000)	(5,298,000)	(3,298,000)	(3,127,000)	(3,267,000)	(5,961,000)	(5,336,000)	(6,210,000)	(17,934,200)	(20,774,000)
Accrued dividends on Series B Preferred stock	(349,000)	(354,000)	(347,000)	(336,000)	(326,000)	(322,000)	(314,000)	(302,000)	(1,385,600)	(1,263,600)
Beneficial conversion feature on Series D preferred stock	(23,000,000)	0	0	0					(23,000,000)	0
Net loss attributable to common stockholders	$ (29,560,000)	$ (5,652,000)	$ (3,645,000)	$ (3,463,000)	$ (3,593,000)	$ (6,283,000)	$ (5,650,000)	$ (6,512,000)	$ (42,319,800)	$ (22,037,600)
Basic and diluted net loss attributable to common stockholders per common share	$ (0.20)	$ (0.07)	$ (0.05)	$ (0.07)	$ (0.08)	$ (0.15)	$ (0.13)	$ (0.15)	$ (0.49)	$ (0.50)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share	145,966,502	81,086,105	67,082,935	51,321,355	47,094,781	43,158,889	42,622,965	42,622,965	86,133,644	43,869,523