0001654954-21-008845 | 10-Q | XBRL Viewer | Vistagen Therapeutics INC

Accrued Expenses

3 Months Ended

Jun. 30, 2021

Note 7. Accrued Expenses

Accrued expenses are composed of the following:

	June 30,		March 31,
	2021		2021

Accrued expenses for clinical and nonclinical
materials, development and contract services	$	1,185,300	$	1,449,400
Accrued compensation		750,000		-
Accrued professional services		194,000		85,500
All other		20,700		27,800

	$	2,150,000	$	1,562,700

Accrued Expenses (Tables)

3 Months Ended

Jun. 30, 2021

Accrued Expenses

Schedule of accrued expenses

	June 30,		March 31,
	2021		2021

Accrued expenses for clinical and nonclinical
materials, development and contract services	$	1,185,300	$	1,449,400
Accrued compensation		750,000		-
Accrued professional services		194,000		85,500
All other		20,700		27,800

	$	2,150,000	$	1,562,700

Capital Stock (Tables)

3 Months Ended

Jun. 30, 2021

Capital Stock

Schedule of outstanding warrants to purchase shares

			Warrants Outstanding
Exercise			and Exercisable at
Price		Expiration	June 30,
per Share		Date	2021

$	0.50	2/28/2022 to 3/31/2024		4,252,514
$	0.73	7/25/2025		1,055,475
$	0.805	12/31/2022		80,431
$	1.50	12/13/2022		8,165,530
$	1.82	3/7/2023		1,388,931
$	3.51	12/31/2021		50,000
$	7.00	3/3/2023		147,000

				15,139,881

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Total	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Treasury Stock	Retained Earnings (Accumulated Deficit)
Balance, shares at Mar. 31, 2020		500,000	1,160,240	2,318,012		49,348,707
Balance, amount at Mar. 31, 2020	$ (5,729,400)	$ 500	$ 1,200	$ 2,300	$ 0	$ 49,300	$ 200,092,800	$ (3,968,100)	$ (201,907,400)
Proceeds from sale of units of common stock and warrants	2,790,600
for cash in private placement, shares						125,000
for cash in private placement, amount	50,000	0	0	0	0	$ 200	49,800	0	0
Net proceeds from sale of common stock under equity line, shares						6,201,995
Net proceeds from sale of common stock under equity line, amount	2,747,500	0	0	0	0	$ 6,200	2,741,300	0	0
Issuance of common stock at fair value for professional services, shares						233,645
Issuance of common stock at fair value for professional services, amount	125,000	0	0	0	0	$ 200	124,800	0	0
Purchase Plan, shares						28,125
Purchase Plan, amount	12,600	0	0	0	0	$ 0	12,600	0	0
Expenses related to S-3 registration statement for warrant shares	(29,400)	0	0	0	0	0	(29,400)	0	0
Accrued dividends on Series B Preferred stock	(335,800)	0	0	0	0	0	(335,800)	0	0
Stock-based compensation expense	674,600	0	0	0	0	0	674,600	0	0
Net loss for the quarter ended June 30, 2020	(3,126,800)	$ 0	$ 0	$ 0	0	$ 0	0	0	(3,126,800)
Balance, shares at Jun. 30, 2020		500,000	1,160,240	2,318,012		55,937,472
Balance, amount at Jun. 30, 2020	(5,611,700)	$ 500	$ 1,200	$ 2,300	0	$ 55,900	203,330,700	(3,968,100)	(205,034,200)
Balance, shares at Mar. 31, 2020		500,000	1,160,240	2,318,012		49,348,707
Balance, amount at Mar. 31, 2020	$ (5,729,400)	$ 500	$ 1,200	$ 2,300	$ 0	$ 49,300	200,092,800	(3,968,100)	(201,907,400)
Issuance of common stock upon exercise of options for cash, shares	1,516,768
Balance, shares at Mar. 31, 2021		500,000	1,131,669	2,318,012	402,149	180,751,234
Balance, amount at Mar. 31, 2021	$ 91,978,400	$ 500	$ 1,100	$ 2,300	$ 400	$ 180,800	315,603,100	(3,968,100)	(219,841,700)
Proceeds from sale of units of common stock and warrants	0
Purchase Plan, shares						16,251
Purchase Plan, amount	31,600	0	0	0	0	$ 0	31,600	0	0
Accrued dividends on Series B Preferred stock	(361,800)	0	0	0	0	0	(361,800)	0	0
Net loss for the quarter ended June 30, 2020	(7,744,500)	0	0	0	0	0	0	0	(7,744,500)
Stock-based compensation expense (including ESPP)	590,400	0	0	0	0	$ 0	590,400	0	0
Proceeds from exercise of warrants, shares						1,516,768
Proceeds from exercise of warrants, amount	1,109,700	0	0	0	$ 0	$ 1,500	1,108,200	0	0
Conversion of Series D Preferred stock into common stock, shares					(402,149)	9,249,427
Conversion of Series D Preferred stock into common stock, amount	0	0	0	0	$ (400)	$ 9,200	(8,800)	0	0
Issuance of common stock upon cashless exercise of options, shares						82,504
Issuance of common stock upon cashless exercise of options, amount	100	0	0	0	0	$ 100	0	0	0
Issuance of common stock upon exercise of options for cash, shares						15,824
Issuance of common stock upon exercise of options for cash, amount	12,900	$ 0	$ 0	$ 0	0	$ 0	12,900	0	0
Balance, shares at Jun. 30, 2021		500,000	1,131,669	2,318,012		191,632,008
Balance, amount at Jun. 30, 2021	$ 85,616,800	$ 500	$ 1,100	$ 2,300	$ 0	$ 191,600	$ 316,975,600	$ (3,968,100)	$ (227,586,200)

Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Note 3 - Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with 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 those relating to revenue recognition, share-based compensation, right-of-use assets and lease liabilities and assumptions that have been used historically to value warrants and warrant modifications.

Revenue Recognition

We generate revenue from collaborative research and development arrangements, licensing and technology transfer agreements, including strategic licenses or sublicenses, and government grants. Until such time as we commence commercial sales of any of our product candidates following successful development, clinical and regulatory approval, we expect that our primary source of revenue beginning from the quarter ended September 30, 2020 will be 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 also have the Bayer Agreement, pursuant to which we recorded sublicense revenue in the third quarter of our fiscal year ended March 31, 2017, as a potential revenue generating arrangement.

Under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), we recognize revenue when our customers obtain 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.

Performance Obligations

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 components are separable from the other aspects of the contractual relationship. 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.

Collaboration arrangements can have several promised goods or services including a license for our intellectual property, product supply and development and regulatory services. When the customer could not obtain the intended benefit of the contract from a promised good or service without one or more other promises in the contract, the promise is determined to be not distinct in the context of the contract and is combined with other promises until the combined promises are distinct to identify performance obligations. We have determined that the AffaMed Agreement includes a single combined performance obligation that includes both the license to intellectual property and development and regulatory services.

Arrangements can include promises for optional additional items, which are considered marketing offers and are accounted for as separate contracts when the customer elects such options. Arrangements that include a promise for future supply of product for either clinical development or commercial supply and optional research and development services at the customer’s or the Company’s discretion are generally considered as options. We assess whether these options provide a material right to the customer and if so, such material rights are accounted for as separate performance obligations. When the customer exercises an option, any additional payments related to the option are recorded in revenue when the customer obtains control of the goods or services.

Transaction Price

Arrangements may have both fixed and variable consideration. For collaboration agreements, the non-refundable upfront fees and product supply selling prices are considered fixed, while milestone payments are considered variable consideration when determining the transaction price. At the inception of each arrangement, we evaluate whether the development milestones are considered probable of being achieved and estimate an 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 value of the associated milestone is included in the transaction price. Milestone payments that are not within our control or the licensee’s control, such as approvals from regulators, are generally not considered probable of being achieved until such approvals are received.

For sales-based royalties, including commercial milestone payments based on the level of sales, for which the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of when (a) the related sales occur, or (b) the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

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.

Allocation of Consideration

As part of the accounting for collaboration arrangements, we must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The transaction price is 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. 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. 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. Since the AffaMed Agreement includes a single combined performance obligation that is not distinct, there is no allocation of consideration.

Timing of Recognition

Significant management judgment is required to determine the level of effort required under collaboration arrangements 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 each reporting period. This re-evaluation may shorten or lengthen the period over which revenue is recognized. Changes to these estimates are recorded on a cumulative catch up basis. Revenue is recognized for products at a point in time and for licenses of functional intellectual property at the point in time the customer can use and benefit from the license. For performance obligations that are services, revenue is recognized over time using an output or input method. For performance obligations that are a combination of licenses to intellectual property and interdependent services, the nature of the combined performance obligation is considered when determining the method and measure of progress that best represents the satisfaction of the performance obligation. For the single combined performance obligation of 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 license of PH94B.

The difference between revenue recognized to-date and the consideration invoiced or received to-date is recognized as either a contract asset/unbilled revenue (revenue earned exceeds cash received) or a contract liability/deferred revenue (cash received exceeds revenue earned). At June 30, 2021, we have recorded deferred revenue of $3,556,400. The following table presents changes in our contract liabilities for the three months ended June 30, 2021:

	Balance at							Balance at
	March 31, 2021		Additions		Deductions			June 30, 2021
Deferred Revenue - current portion	$	1,420,200	$	-	$	-		$	1,420,200
Deferred Revenue - non-current portion		2,490,300		-		(354,100	)		2,136,200
Total	$	3,915,500	$	-	$	(354,100	)	$	3,556,400

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 license of PH94B. Accordingly, deferred revenue is being recognized on a straight-line basis over the period in which we expect to perform the services.

During the three months ended June 30, 2021, we recognized $354,100 as revenue related to the AffaMed Agreement, compared to none for the three months ended June 30, 2020.

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 related exclusively to the consummation of the AffaMed Agreement. These sublicense fees and consulting payments and the fair value of the common stock issued, aggregating $470,000, were incurred solely to obtain the AffaMed Agreement, and, accordingly, have been capitalized as deferred contract acquisition costs in our Condensed Consolidated Balance Sheet. 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 has been included in general and administrative expenses in our Condensed Consolidated Statement of Operations and Comprehensive Loss. In the three months ended June 30, 2021, we amortized $33,300 to general and administrative expense in recognition of the services performed under the arrangement. We amortized no expense for the quarter ended June 30, 2020. There has been no impairment loss in relation to the costs capitalized.

The following table summarizes our contract acquisition costs for the three months ended June 30, 2021.

	Balance at							Balance at
	March 31, 2021		Additions		Deductions			June 30, 2021
Deferred Contract Acquisition Costs - current portion	$	133,500	$	-	$	-		$	133,500
Deferred Contract Acquisition Costs - non-current portion		234,100				(33,300	)		200,800
Total	$	367,600	$	-	$	(33,300	)	$	334,300

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, AV-101, and other research and development costs, and costs related to the application and prosecution of patents related to those product candidates and, to a lesser extent, 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 contract research and development organizations, clinical sites, investigators and other professional service providers. We analyze the progress of clinical trials, including levels of subject enrollment, invoices received and contracted costs, when evaluating the adequacy of accrued liabilities. Significant judgments and estimates must be made and used 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, as was the case with our acquisition of the exclusive worldwide licenses for PH94B and PH10 from Pherin during our fiscal year ended March 31, 2019.

Stock-Based Compensation

We recognize compensation cost for all stock-based awards to employees, independent directors and non-employee consultants based on the grant date fair value of the award. We record non-cash, stock-based compensation expense over the period during which the employee 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 others nor do we have any awards with market or performance conditions. Non-cash expense attributable to compensatory grants of shares 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 amortized ratably over the term of the related service agreement, depending on the terms of the specific agreement.

The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss:

	Three Months Ended June 30,
	2021		2020

Research and development expense	$	240,800	$	226,600

General and administrative expense		349,600		448,000

Total stock-based compensation expense	$	590,400	$	674,600

Expense amounts reported above include $2,300 and $2,500 in research and development expense for the three months ended June 30, 2021 and 2020, respectively, and $2,700 and $1,500 in general and administrative expense for the three months ended June 30, 2021 and 2020, respectively, attributable to our 2019 Employee Stock Purchase Plan (the 2019 ESPP).

Table of Contents

During the three months ended June 30, 2021, we granted from our 2019 Omnibus Equity Incentive Plan (the 2019 Plan) options to purchase an aggregate of 575,000 shares of our common stock at exercise prices at or above the closing market price of our common stock on the date of grant primarily to newly-hired employees and to a new independent member of our Board. The options to newly hired employees vested 25% on the first anniversary of the grant date with the remaining shares vesting ratably monthly over the next three years. We valued the options granted during the three months ended June 30, 2021 using the Black-Scholes Option Pricing Model and the following assumptions:

Assumption:	Weighted Average			Range
Market price per share at grant date	$	2.48		$ 2.04 to $ 2.60
Exercise price per share	$	2.48		$ 2.04 to $ 2.60
Risk-free interest rate		1.08	%	0.98% to 1.12		%
Expected term in years		6.08		5.79 to 6.16
Volatility		82.76	%	82.64% to 83.48		%
Dividend rate		0.0	%		0.0	%
Shares		575,000

Fair Value per share	$	1.74

At June 30, 2021, there were stock options outstanding under our 2016 Equity Incentive Plan (the 2016 Plan) and our 2019 Plan to purchase 15,071,639 shares of our common stock at a weighted average exercise price of $1.39 per share. At that date, there were also 1,311,279 shares of our common stock available for future issuance under the 2019 Plan. There are no additional shares available for issuance under our 2016 Plan.

Leases, Right-of-Use Assets and Lease Liabilities

We account for our leases in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Update No. 2016-02 – Leases (Topic 842) (ASC 842). We determine whether an arrangement is an operating or financing lease at contract inception. Operating lease assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and 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 that we will exercise that option. In determining the present value of the lease payments, we use the interest rate implicit in the lease when it is readily determinable and we use our estimated incremental borrowing rate based upon information available at the commencement date when the implicit rate is not readily determinable.

The lease payments used to determine our operating lease assets include lease incentives and stated rent increases and may include escalation or other clauses linked to rates of inflation or other factors when determinable and are recognized in our operating lease assets in our condensed consolidated balance sheets.

Our operating leases are reflected in right of use asset – operating leases, other current liabilities and non-current operating lease liability in our condensed consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 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.

Our accounting for financing leases, previously referred to as “capital leases” under earlier guidance, remained substantially unchanged with our adoption of ASC 842. Financing leases are included in property and equipment, net and as current and non-current financing lease liabilities in our condensed consolidated balance sheets. Refer to Note 10, Commitments and Contingencies, for additional information regarding ASC 842 and its impact on our condensed consolidated financial statements.

Comprehensive Loss

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

Loss per Common Share

Basic net 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), 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 all periods presented, potentially dilutive securities were excluded from the computation of diluted net loss per share, as their effect would be antidilutive. Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows:

	At June 30,		At March 31,
	2021		2021

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

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

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

Series D Preferred stock issued and outstanding⁽⁴⁾		-		9,249,427

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		15,071,639		14,638,088

Outstanding warrants to purchase common stock		15,139,881		19,362,532

Total		34,411,201		47,449,728

__________

⁽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⁾	Based on exchanges 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.

Fair Value Measurements

We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. We carried no assets or liabilities that are measured on a recurring basis at fair value at June 30, 2021 or March 31, 2021.

Recent Accounting Pronouncements

We believe the following recent accounting pronouncement is of significance or potential significance to the Company.

In August 2020, the 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.

Commitments Contingencies (Details 2)	3 Months Ended
Commitments Contingencies (Details 2)	Jun. 30, 2021
Commitments, Contingencies
Assumed remaining lease term in years	6 years 29 days
Assumed discount rate	8.54%

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Mar. 31, 2021
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	191,632,008
Common stock, issued	180,751,234	180,751,234
Treasury stock, shares	135,665	135,665
Series A Preferred Stock [Member]
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 [Member]
Preferred stock, authorized	4,000,000	4,000,000
Preferred stock, issued	1,131,669	1,131,669
Preferred stock, outstanding	1,131,669	1,131,669
Series C Preferred Stock [Member]
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 [Member]
Preferred stock, authorized	2,000,000	2,000,000
Preferred stock, issued	0	402,149
Preferred stock, outstanding	0	402,149

Summary of Significant Accounting Policies (Details 2) - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Stock option expense	$ 590,400	$ 674,600
Research and Development Expense
Stock option expense	240,800	226,600
General and Administrative Expense
Stock option expense	$ 349,600	$ 448,000

Property and Equipment (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Accumulated depreciation and amortization	$ (1,188,600)	$ (1,154,100)
Property and equipment, gross	1,671,400	1,521,500
Property and equipment, net	482,800	367,400
Constructions
Property and equipment, gross	146,700
Information Technology Equipment
Property and equipment, gross	54,600	73,900
Laboratory Equipment
Property and equipment, gross	1,007,000	1,003,800
Tenant Improvements
Property and equipment, gross	214,400	214,400
Manufacturing Equipment
Property and equipment, gross	211,200	211,200
Office furniture and equipment
Property and equipment, gross	$ 92,100	$ 92,100

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Jun. 30, 2021

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets

	June 30,		March 31,
	2021		2021

Clinical and nonclinical materials and contract services	$	1,332,800	$	686,900
Insurance		503,000		121,800
All other		35,600		26,400

	$	1,871,400	$	835,100

Subsequent Events

3 Months Ended

Jun. 30, 2021

Subsequent Events

Note 12 - Subsequent Events

Note 12. Subsequent Events

We have evaluated subsequent events through the date of this Report and have identified the following matters requiring disclosure:

Exercise of Warrants

From July 1, 2021 through the date of this Report, holders of outstanding warrants have exercised such warrants to purchase an aggregate of 1,330,931 shares of our common stock and we have received cash proceeds of approximately $923,000.

Grant of Options from 2019 Plan

From July 1, 2021 through the date of this Report, we have granted options to purchase 400,000 shares of our common stock under the terms of our 2019 Plan to newly-hired employees and to two newly-appointed independent directors on 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 date of grant, a term of ten years and the employee grants vest 25% on the first anniversary of the grant date and ratably on a monthly basis for three years thereafter and the director grants vest ratably monthly over a period of one year.

Prepaid Expenses and Other Current Assets

3 Months Ended

Jun. 30, 2021

Prepaid Expenses and Other Current Assets

Note 5 - Prepaid Expenses and Other Current Assets

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are composed of the following:

	June 30,		March 31,
	2021		2021

Clinical and nonclinical materials and contract services	$	1,332,800	$	686,900
Insurance		503,000		121,800
All other		35,600		26,400

	$	1,871,400	$	835,100

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2021	Aug. 11, 2021
Cover [Abstract]
Entity Registrant Name	VistaGen Therapeutics, Inc
Entity Central Index Key	0001411685
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		192,903,896
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	001-37761
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-5093315
Entity Address Address Line 1	343 Allerton Avenue
Entity Address City Or Town	South San Francisco
Entity Address State Or Province	CA
Entity Address Postal Zip Code	94080
City Area Code	650
Local Phone Number	577-3600
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	VTGN
Security Exchange Name	NASDAQ

Description of Business

3 Months Ended

Jun. 30, 2021

Description of Business

Note 1 - Description of Business

Note 1. Description of Business

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 a new generation of medicines with potential to go beyond the current standard of care for widespread anxiety, depression and other central nervous system (CNS) disorders. Our CNS pipeline includes three clinical-stage 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 Phase 3 Program, with PALISADE-1, a U.S., multi-center, randomized, double-blind, placebo-controlled Phase 3 clinical study to evaluate the efficacy, safety and tolerability of PH94B for the acute treatment of anxiety in adults with social anxiety disorder (SAD). We are also preparing to initiate the additional studies we believe are required to support a potential U.S. New Drug Application (NDA) for PH94B in that indication should the PALISADE Phase 3 Program be successful. In addition to the PALISADE Phase 3 Program, we are 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. Based on the positive results demonstrated in that study, we are now preparing for planned Phase 2B clinical development of PH10 in MDD. We are preparing to initiate Phase 1B clinical development of AV-101 in combination with probenecid to further assess its potential in multiple neurological indications involving the NMDA (N-methyl-D-aspartate) receptor. Our goal is to become a biopharmaceutical company that develops and commercializes innovative CNS therapies for highly prevalent neuropsychiatric and neurological indications where current treatment options are inadequate to meet the needs of millions of patients 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 for treatment of SAD 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, even at microgram-level doses, 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 currently approved treatments for depression disorders. PH10 is administered at microgram-level doses as an odorless nasal spray. PH10 engages and activates chemosensory cells in the nasal passages, connected to neural circuits in the brain that produce antidepressant effects. Specifically, PH10 is designed to engage 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 is believed to increase activity of the limbic-hypothalamic sympathetic nervous system and increase the release of catecholamines. Importantly, unlike all currently approved oral antidepressants (ADs) and rapid-onset ketamine-based therapy (KBT), including both intravenous ketamine and intranasal ketamine (esketamine), PH10 does not require systemic uptake and distribution to produce rapid-onset of antidepressant effects. In all clinical studies to date, PH10 has been well-tolerated and has not caused psychological side effects (such as dissociation and hallucinations) or other safety concerns that may be associated with KBT. We believe PH10 has potential to be a new stand-alone treatment for MDD and several other depression disorders.

Abnormal function of the NMDAR (N-methyl-D-aspartate receptor), an ionotropic glutamate receptor in the brain, is associated with numerous CNS 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 oral 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 Quarterly Report on Form 10-Q (Quarterly Report or 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.

Sublicensing and Collaborative Agreements

3 Months Ended

Jun. 30, 2021

Sublicensing and Collaborative Agreements

Note 11 - Licensing, Sublicensing and Collaborative Agreements

Note 11. 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. Subsequent to entering into the EverInsight Agreement, in October 2020, EverInsight merged with AffaMed Therapeutics, Inc., which as a combined entity is focusing on developing and commercializing therapeutics to address ophthalmologic and CNS disorders in Greater China (which includes Mainland China, Hong Kong, Macau and Taiwan) 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 for SAD and other anxiety-related disorders in Greater China, South Korea and Southeast Asia (which includes Indonesia, Malaysia, Philippines, Thailand and Vietnam) (collectively, the Territory). We retain exclusive development and commercialization rights for PH94B in the U.S. and throughout the rest of the world.

Under the terms of the AffaMed Agreement, AffaMed is responsible for all costs related to developing, obtaining regulatory approval of, and commercializing PH94B for treatment of SAD, and potentially other anxiety-related indications, in the Territory. A joint development committee has been established between us and AffaMed 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. AffaMed has the option to participate in the global Phase 3 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 all of 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 $5.0 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 license of PH94B.

During the three months ended June 30, 2021 and 2020, we recognized $354,100 and $0, respectively, as sublicense revenue under the AffaMed Agreement. At June 30, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligation is $3,556,400 which will be recognized as revenue as the services are completed. 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.

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 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.

Property and Equipment (Tables)

3 Months Ended

Jun. 30, 2021

Property and Equipment

Schedule of property and equipment

	June 30,			March 31,
	2021			2021

Laboratory equipment	$	1,007,000		$	1,003,800
Tenant improvements		214,400			214,400
Office furniture and equipment		92,100			92,100
Manufacturing equipment		211,200			211,200
Construction in progress		146,700			-
		1,671,400			1,521,500

Accumulated depreciation and amortization		(1,188,600	)		(1,154,100	)

Property and equipment, net	$	482,800		$	367,400

Assets subject to financing lease

	June 30,			March 31,
	2021			2021

Office equipment subject to financing lease	$	14,700		$	14,700
Accumulated depreciation		(13,100	)		(12,400	)

Net book value of office equipment subject to
financing lease	$	1,600		$	2,300

Commitments, Contingencies

3 Months Ended

Jun. 30, 2021

Commitments, Contingencies

Note 10 - Commitments, Contingencies,

Note 10. Commitments and Contingencies

Operating Leases

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, beginning April 1, 2019, we recorded this lease in our Condensed Consolidated Balance Sheet as an operating lease. For the purpose of determining the right-of-use asset and associated lease liability, we determined that the renewal of this lease was reasonably probable at the time we adopted ASC 842. 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:

	As of June 30, 2021		As of March 31, 2021
Assets
Right of use asset – operating lease	$	3,125,300	$	3,219,600

Liabilities
Current operating lease obligation	$	378,400	$	364,800
Non-current operating lease obligation		3,252,700		3,350,800
Total operating lease liability	$	3,631,100	$	3,715,600

The following table summarizes the effect of operating lease costs in the Company’s Condensed Consolidated Statements of Operations:

	For the Three Months Ended		For the Three Months Ended
	June 30, 2021		June 30, 2020
Operating lease cost	$	235,700	$	212,800

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 (remaining nine months)	$	505,100
2023		726,000
2024		766,000
2025		789,000
2026		812,700
Thereafter		1,118,700
Total lease expense		4,717,500
Less imputed interest		(1,086,400	)
Present value of operating lease liabilities	$	3,631,100

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 June 30, 2021
Assumed remaining lease term in years		6.08
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 lease included in cash flows used by operating activities in the condensed consolidated statements of cash flows is as follows:

	For the Three Months Ended		For the Three Months Ended
	June 30, 2021		June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities	$	225,900	$	197,500

During the three months ended June 30, 2021, 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 $3,600 and $3,500 for the three months ended June 30, 2021 and 2020, respectively, attributable to this lease.

Related Party Transactions (Details Narrative)	3 Months Ended
Related Party Transactions (Details Narrative)	Jun. 30, 2020 USD ($)
Related Party Transactions
Accounts payable and accrued liabilities	$ 15,000
Research and devlopment expense	$ 15,000

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Jul. 01, 2021	Jun. 30, 2021
Exercise of warrants, shares	1,330,931
Exercise of warrants, amount	$ 923,000	$ 12,900
2019 [Member]
Purchase of options		400,000

Capital Stock (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended		12 Months Ended
Capital Stock (Details Narrative) - USD ($)	Dec. 31, 2020	Aug. 30, 2020	Jun. 24, 2020	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Aggregate share purchase of common stock				1,516,768
Proceeds from issuance of cash				$ 1,109,700
Exercise price				$ 5.30
Option to purchase shares of Commons shares				141,449
Cash process received from stock option				$ 12,900
Aggregate shares issued of common stock shares				98,328
ESPP purchase share of common stock				16,251	28,125
Proceed recieved under ESPP				$ 31,600	$ 12,600
Warrants outstanding purchase shares				2,705,883
Weighted average exercise price					$ 1.25
Wannrats exercise price				$ 7.00
Warrants description				Approximately 3.2 million of the warrants indicated as exercisable at $0.50 per share were the subject of a modification in December 2019 to reduce the exercise price to $0.50 per share for a period of two years. If such warrants are not exercised prior to December 4, 2021, the exercise price will revert to pre-modification exercise prices ranging from $1.50 per share to $2.24 per share
Fair value of the Commitment Shares	$ 93,600,000					$ 1,000,000.0
Proceeds from cash received		$ 5,000,000.0
April 2021
Conversion of Series D Preferred stock into common stock				9,249,427
Series D Preferred Stock [Member]
Preferred stock shares issued				0		402,149
Series D Preferred Stock [Member] \| December 2020 [Member]
Series D Preferred stock, outstanding						$ 402,149
Conversion of convertible common stock				46,000,000.0
Preferred stock shares issued				2,000,000.0
Purchase Agreement [Member] \| Lincoln Park Capital Fund [Member]
Proceeds from issuance of cash			$ 250,000
Unregistered shares of common stock sold			500,000
Common Stock Purchase Agreement, Description				In March 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)
Price per share			$ 0.50
Issuence of unregistered shares of common stock			750,000
Fair value of the Commitment Shares			$ 284,400
Registered shares of common stock sold			6,301,995
Aggregate gross cash proceeds			$ 232,100
Proceeds from cash received				$ 2,891,200
Open Market Sale Agreement [Member] \| May 2021 [Member]
Intial offering price aggregate amount				$ 75,000,000.0
Commission percent upon sales				3.00%

Summary of Significant Accounting Policies (Details 3) - 2019 Plan	3 Months Ended
	Jun. 30, 2021 $ / shares shares
Market price per share at grant date	$ 2.48
Exercise price per share	$ 2.48
Risk-free interest rate	1.08%
Estimated term in years	6 years 29 days
Volatility	82.76%
Dividend rate	0.00%
Shares portion \| shares	575,000
Fair value per share	$ 1.74
Minimum
Market price per share at grant date	2.04
Exercise price per share	$ 2.04
Risk-free interest rate	0.98%
Estimated term in years	5 years 9 months 14 days
Volatility	82.64%
Dividend rate	0.00%
Maximum
Market price per share at grant date	$ 2.60
Exercise price per share	$ 2.60
Risk-free interest rate	1.12%
Estimated term in years	6 years 1 month 28 days
Volatility	83.48%

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Aug. 30, 2020	Jun. 24, 2020	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2020
Proceeds from non-refundable upfront license fee	$ 5,000,000.0
Contract liabilities: deferred revenue, ending			$ 3,556,400
Revenue			$ 354,100		$ 0
Weighted average exercise price			$ 7.00
Research and development expense					15,000
General and administrative expense			$ 2,496,700		1,390,600
2019 Employee Stock Purchase Plan [Plan]
Research and development expense			2,300		2,500
General and administrative expense			$ 2,700		$ 1,500
2019 Plan
Option vested percentage			25.00%
Common stock shares reserved for future issuance			1,311,279
2019 Omnibus Equity Incentive Plan
Stock options outstanding			575,000
Employees
Vesting percentages			25.00%
PH94B [Member]
Sublicense fees				$ 345,000
Unregistered common stock issued for acquisition Costs		233,645
Unregistered common stock issued for acquisition Costs, value		$ 125,000
Acquisition Costs				$ 470,000
Amortization of contract acquisition costs			$ 33,300
2016 Equity Incentive Plan and 2019 Plan [Member]
Weighted average exercise price			$ 1.39
Stock options outstanding			15,071,639

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 30, 2021 USD ($)
Contract liabilities: deferred revenue, beginning	$ 3,915,500
Additions	0
Deductions	(354,100)
Contract liabilities: deferred revenue, ending	3,556,400
Contract Liabilities Current
Contract liabilities: deferred revenue, beginning	1,420,200
Additions	0
Deductions	0
Contract liabilities: deferred revenue, ending	1,420,200
Contract Liabilities Non-Current
Contract liabilities: deferred revenue, beginning	2,490,300
Additions	0
Deductions	(354,100)
Contract liabilities: deferred revenue, ending	$ 2,136,200

Basis of Presentation (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
Basis of Presentation (Details Narrative) - USD ($)	Dec. 31, 2020	Aug. 31, 2020	Jun. 30, 2021	Mar. 31, 2021
Accumulated deficit			$ (227,586,200)	$ (219,841,600)
Gross proceeds			100,000,000
Exercise of outstanding warrants			$ 1,100,000
Net cash proceeds		$ 4,655,000		$ 119,000,000
Series of convertible preferred stock	2,000,000.0
Aggregate shares of common stock		15,625,000		6,396,302
Aggregate shares of common stock, amount		$ 12,500,000		$ 4,900,000
Purchase of warrants outstanding				1,516,768
Additionally shares options granted		2,243,250
Additionally shares options granted, amount		1,800,000
Upfront license payment		$ 5,000,000.0
Acquisition description			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 $199.0 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 and 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
Cash and cash equivalents			$ 97,800,000
Pubclic offering price per share	$ 21.16	$ 0.80
Series D of convertible preferred stock shares	46,000,000.0
Warrants recieved	$ 93,600,000			$ 1,000,000.0
Offering expenses		$ 12,900,000
Market Sale Agreement [Member] \| Jefferies LLC [Member]
Aggregate offering price description			with respect to an at-the-market offering program (the ATM) under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $75.0 million through Jefferies as our sales agent
Underwriting Agreement [Member]
Series of convertible preferred stock	2,000,000.0
Pubclic offering price per share	$ 0.92
Shares of common stock	63,000,000.0

Commitments Contingencies (Details 4) - USD ($)	3 Months Ended
Commitments Contingencies (Details 4) - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Commitments, Contingencies
Operating lease cost current	$ 235,700	$ 212,800

Receivable from Collaboration Partner

3 Months Ended

Jun. 30, 2021

Receivable from Collaboration Partner

Note 4 -Receivable from Collaboration Partner

Note 4. Receivable from Collaboration Partner

These amounts reflect payment we make from time to time to a contract manufacturing organization for certain drug substance manufacturing services on behalf of our collaboration partner. Our collaboration partner reimbursed us for the outstanding payment at June 30, 2021 in July 2021 and for the outstanding payment at March 31, 2021 in May 2021.

Capital Stock (Details)	3 Months Ended
Capital Stock (Details)	Jun. 30, 2021 $ / shares shares
Warrants outstanding	15,139,881
Warrants exercisable	15,139,881
Warrant 1
Warrants outstanding	4,252,514
Warrants exercisable	4,252,514
Average per share \| $ / shares	$ 0.50
Expiration date range	2/28/2022
Warrant 2
Warrants outstanding	1,055,475
Warrants exercisable	1,055,475
Average per share \| $ / shares	$ 0.73
Expiration date range	7/25/2025
Warrant 3
Warrants outstanding	80,431
Warrants exercisable	80,431
Average per share \| $ / shares	$ 0.805
Expiration date range	12/31/2022
Warrant 4
Warrants outstanding	8,165,530
Warrants exercisable	8,165,530
Average per share \| $ / shares	$ 1.50
Expiration date range	12/13/2022
Warrant 5
Warrants outstanding	1,388,931
Warrants exercisable	1,388,931
Average per share \| $ / shares	$ 1.82
Expiration date range	3/7/2023
Warrant 6
Warrants outstanding	50,000
Warrants exercisable	50,000
Average per share \| $ / shares	$ 3.51
Expiration date range	12/31/2021
Warrant 7
Warrants outstanding	2,705,883
Warrants exercisable	2,705,883
Average per share \| $ / shares	$ 5.30
Expiration date range	5/16/2021
Warrant 8
Warrants outstanding	147,000
Warrants exercisable	147,000
Average per share \| $ / shares	$ 7.00
Expiration date range	3/3/2023

Summary of Significant Accounting Policies (Details 4) - shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2020
Antidilutive securities	34,411,201	47,449,728
2016 Equity Incentive Plan and 2019 Plan [Member]
Antidilutive securities	15,071,639	14,638,088
Warrant
Antidilutive securities	15,139,881	19,362,532
Series A Preferred Stock [Member]
Antidilutive securities	750,000	750,000
Series B Preferred Stock [Member]
Antidilutive securities	1,131,669	1,131,669
Series C Preferred Stock [Member]
Antidilutive securities	2,318,012	2,318,012
Series D Preferred Stock [Member]
Antidilutive securities		9,249,427

Basis of Presentation

3 Months Ended

Jun. 30, 2021

Description of Business

Note 2 - Basis of Presentation and Going Concern

Note 2. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required for complete consolidated financial statements. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our interim financial information. The accompanying Condensed Consolidated Balance Sheet at March 31, 2021 has been derived from our audited consolidated financial statements at that date but does not include all disclosures required by U.S. GAAP. The operating results for the three months ended June 30, 2021 are not necessarily indicative of the operating results to be expected for our fiscal year ending March 31, 2022, or for any other future interim or other period.

The accompanying unaudited Condensed Consolidated Financial Statements and notes to the Condensed Consolidated Financial Statements contained in this Report should be read in conjunction with our audited Consolidated Financial Statements for our fiscal year ended March 31, 2021 contained in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (SEC) on June 29, 2021 (Form 10-K).

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared assuming 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 recurring losses and negative cash flows from operations resulting in a deficit of approximately $227.6 million accumulated from inception (May 1998) through June 30, 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, execute our drug rescue programs and pursue potential drug development and regenerative medicine opportunities.

Since our inception in May 1998 through June 30, 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 $199.0 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 and 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

In December 2020, we entered into an underwriting agreement pursuant to which we sold, in an underwritten public offering (the December 2020 Public Offering), 63.0 million shares of our common stock at a public offering price of $0.92 per share and 2.0 million 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. The 2.0 million shares of Series D Preferred Stock were convertible into 46.0 million shares of common stock, all of which had been converted by June 30, 2021. 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.

Between December 2020 and March 31, 2021, holders of outstanding warrants to purchase an aggregate of 6,396,302 shares of our common stock exercised such warrants and we received cash proceeds of approximately $4.9 million. During the quarter ended June 30, 2021, holders of outstanding warrants to purchase an aggregate of 1,516,768 shares of our common stock exercised such warrants and we received cash proceeds of approximately $1.0 million. Refer to Note 12, Subsequent Events, for disclosure regarding additional warrant exercises since June 30, 2021.

In August 2020, we entered into an 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 $12.5 million. Under the terms of an overallotment option we granted, the underwriter exercised such option with respect to 2,243,250 shares of common stock, resulting in additional gross proceeds to us of approximately $1.8 million. 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 11, 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 AffaMed Agreement) pursuant to which we received an upfront license payment of $5.0 million in August 2020. The 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 consummation of the AffaMed Agreement.

Liquidity and Capital Resources

During our fiscal year ended March 31, 2021, we received approximately $119 million in net cash proceeds, primarily from the transactions described above. As disclosed above, we have received an additional $1.1 million in cash proceeds from the exercise of outstanding warrants during the quarter ended June 30, 2021. At June 30, 2021, we had cash and cash equivalents of approximately $97.8 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 our PH94B PALISADE Phase 3 Program with the furtherance of PALISADE-1 and the initiation of multiple additional clinical and nonclinical 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 its potential in multiple 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 these financial statements, 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 (the S-3 Shelf Registration Statement) remains available for future sales of our equity securities in one or more public offerings from time to time.

As described more completely in Note 8, Capital Stock, in May 2021, we entered into an Open Market Sale Agreement^SM(the Sales Agreement) with Jefferies LLC, as sales agent (Jefferies), with respect to an at-the-market offering program (the ATM) under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $75.0 million through Jefferies as our sales agent.

While we may make additional sales of our equity securities under the S-3 Shelf Registration Statement and/or under the ATM with Jefferies, 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 to provide 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 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 on-going 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, 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, as well as support our operating activities, we plan to continue to carefully manage our routine operating costs and our clinical and nonclinical programs.

Notwithstanding the foregoing, there can be no assurance that our current strategic collaboration under the AffaMed 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.

Capital Stock

3 Months Ended

Jun. 30, 2021

Capital Stock

Note 8 - Capital Stock

Note 8. Capital Stock

Common Stock Purchase Agreement with Lincoln Park Capital Fund

In March 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). On March 24, 2020, we sold 500,000 unregistered shares of our common stock (the Initial Purchase Shares) to Lincoln Park 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 Lincoln Park under the terms of the LPC Agreement for its purchase commitments under the LPC Agreement (the Commitment Shares). To satisfy our obligations under the registration rights agreement associated with the LPC Agreement, we filed a Registration Statement on Form S-1 (the LPC Registration Statement) with the SEC on March 31, 2020, 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, was a component of deferred offering costs attributable to this offering, which costs were amortized ratably to additional paid-in capital as we sold shares of our common stock to Lincoln Park under the LPC Agreement. 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 sold no shares of our common stock under the LPC Agreement after July 2020 and through June 2021, when we terminated the LPC Agreement. Upon termination of the LPC Agreement, we expensed the remaining $232,100 of deferred offering costs associated with the LPC Agreement. The expense is reflected as a noncash component of our general and administrative expenses for the quarter ended June 30, 2021 in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

Conversion of Series D Preferred Stock

As described in Note 2, Basis of Presentation, in connection with the December 2020 Public Offering, we issued an aggregate of 2.0 million shares of Series D Preferred which shares were convertible into an aggregate of 46.0 million shares of common stock. At March 31, 2021, there were 402,149 shares of Series D Preferred outstanding. During April 2021, the remaining investors in the December 2020 Public Offering converted their outstanding shares of Series D Preferred into an aggregate of 9,249,427 shares of common stock. As a result, there are no shares of Series D Preferred outstanding.

ATM Agreement

In May 2021, we entered into an Open Market Sale Agreement^SM(the Sales Agreement) with Jefferies LLC, as sales agent (Jefferies), with respect to an at-the-market offering program (the ATM) under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $75.0 million (the Shares) through Jefferies as our sales agent. Under the Sales Agreement, if and when we direct, Jefferies may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including block transactions, sales made directly on the Nasdaq Capital Market or any other trading market for our common stock. In addition, under the Sales Agreement, Jefferies may sell the Shares in negotiated transactions with our consent. Under certain circumstances, we may instruct Jefferies not to sell the Shares if the sales cannot be effected at or above the price we designate from time to time.

We will pay Jefferies a commission equal to three percent (3.0%) of the aggregate gross proceeds from each sale of the Shares that we direct and that are sold through Jefferies under the Sales Agreement, if any. The Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) the termination of the Sales Agreement by Jefferies or by us, as permitted.

Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the S-3 Shelf Registration Statement filed with the SEC on March 15, 2021 and declared effective on March 26, 2021.

Exercise and Expiration of Warrants

During the quarter ended June 30, 2021, holders of outstanding warrants exercised such warrants to purchase an aggregate of 1,516,768 shares of our common stock and we received cash proceeds of approximately $1,109,700. On May 16, 2021, outstanding warrants to purchase 2,705,883 shares of our common stock at an exercise price of $5.30 per share expired unexercised. There were no warrant exercises during the quarter ended June 30, 2020.

Stock Option Exercises and ESPP Purchases

During the quarter ended June 30, 2021, holders of outstanding stock options exercised options to purchase an aggregate of 141,449 shares of our common stock and we received cash proceeds of $12,900. Certain of the options were exercised on a net exercise basis and we issued an aggregate of 98,328 shares of our common stock pursuant to the exercises. There were no option exercises during the quarter ended June 30, 2020. On June 30, 2021, our 2019 ESPP completed a purchase period pursuant to which we issued 16,251 shares of common stock and received proceeds of $31,600. On June 30, 2020, our 2019 ESPP completed a purchase period pursuant to which we issued 28,125 shares of common stock and received proceeds of $12,600.

Warrants Outstanding

The following table summarizes warrants outstanding and exercisable as of June 30, 2021. All outstanding warrants are currently exercisable and the weighted average exercise price of such warrants at June 30, 2021 is $1.25 per share.

			Warrants Outstanding
Exercise			and Exercisable at
Price		Expiration	June 30,
per Share		Date	2021

$	0.50	2/28/2022 to 3/31/2024		4,252,514
$	0.73	7/25/2025		1,055,475
$	0.805	12/31/2022		80,431
$	1.50	12/13/2022		8,165,530
$	1.82	3/7/2023		1,388,931
$	3.51	12/31/2021		50,000
$	7.00	3/3/2023		147,000

				15,139,881

At June 30, 2021, the shares of common stock underlying 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. Approximately 3.2 million of the warrants indicated as exercisable at $0.50 per share were the subject of a modification in December 2019 to reduce the exercise price to $0.50 per share for a period of two years. If such warrants are not exercised prior to December 4, 2021, the exercise price will revert to pre-modification exercise prices ranging from $1.50 per share to $2.24 per share.

Commitments Contingencies (Details Narrative) - USD ($)	3 Months Ended
Commitments Contingencies (Details Narrative) - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Commitments, Contingencies
Facility rent expense	$ 3,600	$ 3,500

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Use of Estimates

Revenue Recognition

Performance Obligations

Transaction Price

Allocation of Consideration

Timing of Recognition

	Balance at							Balance at
	March 31, 2021		Additions		Deductions			June 30, 2021
Deferred Revenue - current portion	$	1,420,200	$	-	$	-		$	1,420,200
Deferred Revenue - non-current portion		2,490,300		-		(354,100	)		2,136,200
Total	$	3,915,500	$	-	$	(354,100	)	$	3,556,400

During the three months ended June 30, 2021, we recognized $354,100 as revenue related to the AffaMed Agreement, compared to none for the three months ended June 30, 2020.

Contract Acquisition Costs

The following table summarizes our contract acquisition costs for the three months ended June 30, 2021.

	Balance at							Balance at
	March 31, 2021		Additions		Deductions			June 30, 2021
Deferred Contract Acquisition Costs - current portion	$	133,500	$	-	$	-		$	133,500
Deferred Contract Acquisition Costs - non-current portion		234,100				(33,300	)		200,800
Total	$	367,600	$	-	$	(33,300	)	$	334,300

Research and Development Expenses

Stock-Based Compensation

The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss:

	Three Months Ended June 30,
	2021		2020

Research and development expense	$	240,800	$	226,600

General and administrative expense		349,600		448,000

Total stock-based compensation expense	$	590,400	$	674,600

Assumption:	Weighted Average			Range
Market price per share at grant date	$	2.48		$ 2.04 to $ 2.60
Exercise price per share	$	2.48		$ 2.04 to $ 2.60
Risk-free interest rate		1.08	%	0.98% to 1.12		%
Expected term in years		6.08		5.79 to 6.16
Volatility		82.76	%	82.64% to 83.48		%
Dividend rate		0.0	%		0.0	%
Shares		575,000

Fair Value per share	$	1.74

Right of Use Assets and Operating Lease Obligations

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

	At June 30,		At March 31,
	2021		2021

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

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

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

Series D Preferred stock issued and outstanding⁽⁴⁾		-		9,249,427

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		15,071,639		14,638,088

Outstanding warrants to purchase common stock		15,139,881		19,362,532

Total		34,411,201		47,449,728

__________

⁽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⁾	Based on exchanges 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.

Fair Value Measurements

Recent Accounting Pronouncements

We believe the following recent accounting pronouncement is of significance or potential significance to the Company.

Accrued Expenses (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
Accrued Expenses
Accrued for clinical and nonclinical materials, development and contract services		$ 1,449,400	$ 1,185,300
Accrued compensation			750,000
Accrued professional services		85,500	194,000
All other		27,800	20,700
Accrued expenses	$ 2,150,000	$ 1,562,700	$ 2,150,000

Commitments, Contingencies (Tables)

3 Months Ended

Jun. 30, 2021

Commitments, Contingencies

Summary of presentation of operating lease

	As of June 30, 2021		As of March 31, 2021
Assets
Right of use asset – operating lease	$	3,125,300	$	3,219,600

Liabilities
Current operating lease obligation	$	378,400	$	364,800
Non-current operating lease obligation		3,252,700		3,350,800
Total operating lease liability	$	3,631,100	$	3,715,600

Summary of expected lease expense

Fiscal Years Ending March 31,
2022 (remaining nine months)	$	505,100
2023		726,000
2024		766,000
2025		789,000
2026		812,700
Thereafter		1,118,700
Total lease expense		4,717,500
Less imputed interest		(1,086,400	)
Present value of operating lease liabilities	$	3,631,100

Supplemental disclosure of cash flow information

	For the Three Months Ended		For the Three Months Ended
	June 30, 2021		June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities	$	225,900	$	197,500

Other lease disclosure

	As of June 30, 2021
Assumed remaining lease term in years		6.08
Assumed discount rate		8.54	%

Schedule of future minimum payments under operating leases

	For the Three Months Ended		For the Three Months Ended
	June 30, 2021		June 30, 2020
Operating lease cost	$	235,700	$	212,800

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Prepaid Expenses and Other Current Assets
Clinical and nonclinical materials and contract services	$ 1,332,800	$ 686,900
Insurance	503,000	121,800
All other	35,600	26,400
Prepaid expenses and other current assets	$ 1,871,400	$ 835,100

Summary of Significant Accounting Policies (Details 1)	3 Months Ended
Summary of Significant Accounting Policies (Details 1)	Jun. 30, 2021 USD ($)
Deferred contract acquisition costs, beginning	$ 367,600
Additions	0
Deductions	(33,300)
Deferred contract acquisition costs, ending	334,300
Deferred Contract Acquisition Costs: Current
Deferred contract acquisition costs, beginning	133,500
Additions	0
Deductions	0
Deferred contract acquisition costs, ending	133,500
Deferred Contract Acquisition Costs: Non Current
Deferred contract acquisition costs, beginning	234,100
Deductions	(33,300)
Deferred contract acquisition costs, ending	$ 200,800

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

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

Assumption:	Weighted Average			Range
Market price per share at grant date	$	2.48		$ 2.04 to $ 2.60
Exercise price per share	$	2.48		$ 2.04 to $ 2.60
Risk-free interest rate		1.08	%	0.98% to 1.12		%
Expected term in years		6.08		5.79 to 6.16
Volatility		82.76	%	82.64% to 83.48		%
Dividend rate		0.0	%		0.0	%
Shares		575,000

Fair Value per share	$	1.74

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

	At June 30,		At March 31,
	2021		2021

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

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

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

Series D Preferred stock issued and outstanding⁽⁴⁾		-		9,249,427

Outstanding options under the Company's Amended and Restated 2016 (formerly 2008) Stock Incentive Plan and 2019 Omnibus Equity Incentive Plan		15,071,639		14,638,088

Outstanding warrants to purchase common stock		15,139,881		19,362,532

Total		34,411,201		47,449,728

Schedule of Stock based compensation

	Three Months Ended June 30,
	2021		2020

Research and development expense	$	240,800	$	226,600

General and administrative expense		349,600		448,000

Total stock-based compensation expense	$	590,400	$	674,600

Schedule of acquisition costs

	Balance at							Balance at
	March 31, 2021		Additions		Deductions			June 30, 2021
Deferred Contract Acquisition Costs - current portion	$	133,500	$	-	$	-		$	133,500
Deferred Contract Acquisition Costs - non-current portion		234,100				(33,300	)		200,800
Total	$	367,600	$	-	$	(33,300	)	$	334,300

Schedule of deferred revenue

	Balance at							Balance at
	March 31, 2021		Additions		Deductions			June 30, 2021
Deferred Revenue - current portion	$	1,420,200	$	-	$	-		$	1,420,200
Deferred Revenue - non-current portion		2,490,300		-		(354,100	)		2,136,200
Total	$	3,915,500	$	-	$	(354,100	)	$	3,556,400

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Sublicense revenue	$ 354,100	$ 0
Total revenues	354,100	0
Operating expenses:
Research and development	5,603,600	1,731,200
General and administrative	2,496,700	1,390,600
Total operating expenses	8,100,300	3,121,800
Loss from operations	(7,746,200)	(3,121,800)
Other income (expenses), net:
Interest income (expense), net	5,100	(3,200)
Other income	0	600
Loss before income taxes	(7,741,100)	(3,124,400)
Income taxes	(3,400)	(2,400)
Net loss and comprehensive loss	(7,744,500)	(3,126,800)
Accrued dividends on Series B Preferred stock	(361,800)	(335,800)
Net loss attributable to common stockholders	$ (8,106,300)	$ (3,462,600)
Basic and diluted net loss attributable to common stockholders per common share	$ (0.04)	$ (0.07)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share	189,924,158	51,321,355

Commitments Contingencies (Details 3) - USD ($)	3 Months Ended
Commitments Contingencies (Details 3) - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Commitments, Contingencies
Cash paid for amounts included in the measurement of lease liabilities	$ 225,900	$ 197,500

Commitments Contingencies (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Commitments, Contingencies
Right of use asset - operating lease	$ 3,125,300	$ 3,219,600
Current operating lease obligation	378,400	364,800
Non-current operating lease obligation	3,252,700	3,350,800
Total operating lease liability	$ 3,631,100	$ 3,715,600

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Current assets:
Cash and cash equivalents	$ 97,776,900	$ 103,108,300
Receivable from collaboration partner	44,000	40,600
Prepaid expenses and other current assets	1,871,400	835,100
Deferred contract acquisition costs - current portion	133,500	133,500
Total current assets	99,825,800	104,117,500
Property and equipment, net	482,800	367,400
Right of use asset - operating lease	3,125,300	3,219,600
Deferred offering costs	224,700	294,900
Deferred contract acquisition costs - non-current portion	200,800	234,100
Security deposits and other assets	47,800	47,800
Total assets	103,907,200	108,281,300
Current liabilities:
Accounts payable	2,316,200	838,300
Accrued expenses	2,150,000	1,562,700
Deferred revenue - current portion	1,420,200	1,420,200
Operating lease obligation - current portion	378,400	364,800
Financing lease obligation - current portion	2,200	3,000
Total current liabilities	6,267,000	4,189,000
Non-current liabilities:
Accrued dividends on Series B Preferred Stock	6,634,500	6,272,700
Deferred revenue - non-current portion	2,136,200	2,490,300
Operating lease obligation - non-current portion	3,252,700	3,350,800
Total non-current liabilities	12,023,400	12,113,800
Total liabilities	18,290,400	16,302,800
Stockholders' equity:
Common stock, $0.001 par value; 325,000,000 shares authorized at June 30, 2021 and March 31, 2021; 191,632,008 and 180,751,234 shares issued at June 30, 2021 and March 31, 2021, respectively	191,600	180,800
Additional paid-in capital	316,975,600	315,603,100
Treasury stock, at cost, 135,665 shares of common stock held at June 30, 2021 and March 31, 2021	(3,968,100)	(3,968,100)
Accumulated deficit	(227,586,200)	(219,841,600)
Total stockholders' equity	85,616,800	91,978,500
Total liabilities and stockholders' equity	103,907,200	108,281,300
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock value	500	500
Series B Preferred Stock [Member]
Stockholders' equity:
Preferred stock value	1,100	1,100
Series C Preferred Stock [Member]
Stockholders' equity:
Preferred stock value	2,300	2,300
Series D Preferred Stock [Member]
Stockholders' equity:
Preferred stock value	$ 0	$ 400

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Property and Equipment
Depreciation and amortization	$ 34,500	$ 25,400

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (7,744,500)	$ (3,126,800)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	34,500	25,400
Stock-based compensation	590,400	674,600
Expense related to write-off of deferred offering costs	232,100	0
Changes in operating assets and liabilities:
Receivable from collaboration partner	(3,400)	0
Prepaid expenses and other current assets	(1,036,300)	39,200
Right of use asset - operating lease	94,300	87,500
Operating lease liability	(84,500)	(72,200)
Deferred sublicense revenue, net of deferred contract acquisition costs	(320,800)	0
Accounts payable and accrued expenses	2,065,300	(434,400)
Net cash used in operating activities	(6,172,900)	(2,806,700)
Cash flows from property and investing activities:
Purchases of laboratory and other equipment	(149,900)	0
Net cash used in investing activities	(149,900)	0
Cash flows from financing activities:
Net proceeds from issuance of common stock and warrants, including option exercises	44,500	62,600
Net proceeds from exercise of warrants	1,109,700	0
Payments related to registration of shares underlying At the Market (ATM) facility and outstanding warrants	(161,900)	(29,400)
Net proceeds from sale of common stock under equity line	0	2,790,600
Proceeds from issuance of note under Payroll Protection Plan	0	224,400
Repayment of capital lease obligations	(900)	(800)
Repayment of notes payable	0	(49,900)
Net cash provided by financing activities	991,400	2,997,500
Net increase (decrease) in cash and cash equivalents	(5,331,400)	190,800
Cash and cash equivalents at beginning of period	103,108,300	1,355,100
Cash and cash equivalents at end of period	97,776,900	1,545,900
Supplemental disclosure of noncash activities:
Insurance premiums settled by issuing note payable	0	322,200
Accrued dividends on Series B Preferred	$ 361,800	$ 335,800

Sublicensing and Collaborative Agreements (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Performance obligations		$ 3,556,400
Upfront license payment	$ 5,000,000.0
Devlopment and commercelization	$ 172,000,000.0
Revenue		354,100	$ 0
AffaMed Agreement [Member]
Revenue		$ 354,100	$ 0

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-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 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

+ Details

Related Party Transactions

3 Months Ended

Jun. 30, 2021

Related Party Transactions

Note 9 - Related Party Transactions

Note 9. Related Party Transactions

Consulting Agreement

During the quarter ended June 30, 2020, we engaged a consulting firm headed by one of the then-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 research and development expense of $15,000 for the quarter ended June 30, 2020. In May 2021, that Board member ceased to be independent upon acceptance of a position as our Chief Commercial Officer while remaining a member of our Board. We had not engaged in business with the related consulting firm in the current fiscal year prior to the acceptance of employment. We recorded accounts payable and accrued expenses to the consulting firm of $15,000 at June 30, 2020 and no amounts payable at March 31, 2021 or June 30, 2021 related to the subject projects and services.

Commitments Contingencies (Details 1) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Commitments, Contingencies
2022	$ 505,100
2023	726,000
2024	766,000
2025	789,000
2026	812,700
Thereafter	1,118,700
Total lease expense	4,717,500
Less imputed interest	(1,086,400)
Present value of operating lease liabilities	$ 3,631,100	$ 3,715,600

Property and Equipment (Details 1) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Property and Equipment
Office equipment	$ 14,700	$ 14,700
Accumulated depreciation	(13,100)	(12,400)
Net book value	$ 1,600	$ 2,300

Property and Equipment

3 Months Ended

Jun. 30, 2021

Property and Equipment

Note 6 - Property and Equipment

Note 6. Property and Equipment

Property and equipment is composed of the following:

	June 30,			March 31,
	2021			2021

Laboratory equipment	$	1,007,000		$	1,003,800
Tenant improvements		214,400			214,400
Office furniture and equipment		92,100			92,100
Manufacturing equipment		211,200			211,200
Construction in progress		146,700			-
		1,671,400			1,521,500

Accumulated depreciation and amortization		(1,188,600	)		(1,154,100	)

Property and equipment, net	$	482,800		$	367,400

We recorded depreciation and amortization expense of $34,500 and $25,400 for the three-month periods ended June 30, 2021 and 2020, respectively. The amount reported above as construction in progress at June 30, 2021 reflects the cost of certain laboratory analytical equipment acquired in connection with the development and manufacture of PH94B drug product. The equipment has not yet been fully validated or placed in service at June 30, 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 are as follows:

	June 30,			March 31,
	2021			2021

Office equipment subject to financing lease	$	14,700		$	14,700
Accumulated depreciation		(13,100	)		(12,400	)

Net book value of office equipment subject to
financing lease	$	1,600		$	2,300