Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  



Management has evaluated events subsequent to March 31, 2019 through the date that the accompanying consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.


NIH Contract -- In May 2019, we invoiced NIH for $30,000 under the NCI grant and received that $30,000 amount.


Restricted Stock Unit (“RSU”) Grants and Issuances – In April 2019, per the 2012 Non-Employee Directors Compensation Program (the “2012 Program”), we issued additional RSUs of $35,000 in value to each of our independent directors as the stock-based compensation element of their overall directors’ compensation for the fiscal year ending March 31, 2020. Those grants were based on the closing price on the one business day prior to the grant date. That price was $0.95 per share for the RSU calculations. Therefore, a 36,842 RSUs were issued to each of our five independent directors, or a total of 184,210 RSUs. All of those RSUs will vest ratably on June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020.


In June 2019 under the above noted vesting program, 46,053 RSUs held by our outside directors were exchanged into the same number of shares of our common stock. As four of our five independent directors elected to return 40% of their RSUs in exchange for cash in order to pay their withholding taxes on the share issuances, 14,737 of the RSUs were cancelled and we paid $5,453 in cash to those independent directors.


In April 2019, 46,125 RSUs held by our executives were exchanged into the same number of shares of our common stock. As our executives elected to net settle a portion of their RSUs in exchange for the Company paying the related withholding taxes on the share issuance, 34,174 of the RSUs were cancelled, and we issued a net 21,701 shares to our executives.


ATM Sales - Subsequent to March 31, 2019, we sold 46,300 shares of our common stock under our Common Stock Sales Agreement with H.C. Wainwright (see Note 6) and from those sales raised net proceeds of $36,622 (after deducting $1,141 in commissions to H.C. Wainwright and $266 in other offering expenses), at an average price of $0.79 per share of net proceeds.


Convertible Notes – In May 2019, we executed an agreement with the holders of the outstanding Convertible Notes to reduce the conversion price on the Convertible Notes to $0.68 per share. Also in May 2019, we made a partial principal payment of $100,000 in aggregate on the outstanding Convertible Notes. As the Convertible Notes are due on July 1, 2019, we plan to either repay the Convertible Notes with cash or to satisfy some or all of the indebtedness through share conversions (see Note 4).


Strategic Cross-License Agreement – On June 30, 2019, we entered into a strategic joint cross-licensing agreement with SeaStar Medical, Inc. (“SeaStar”) to jointly develop our and SeaStar’s respective combined medical devices to address the care and management of critically ill patients. Dr. Charles J. Fisher, Jr., our Chairman of the Board, is also the Executive Chairman and CEO of SeaStar.