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Basis of Presentation and Going Concern
3 Months Ended
Jun. 30, 2014
Notes to Financial Statements  
NOTE 2 - Basis of Presentation and Going Concern

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, 2014 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, 2014 are not necessarily indicative of the operating results to be expected for our fiscal year ending March 31, 2015 or for any other interim period or any other future period.

 

The accompanying unaudited Condensed Consolidated Financial Statements and notes to Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the fiscal year ended March 31, 2014 contained in our Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission (SEC).

 

The accompanying Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. As an entity having not yet achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $74.7 million accumulated from inception through June 30, 2014. We expect losses and negative cash flows from operations to continue for the foreseeable future as we launch and execute our drug rescue programs and pursue potential drug discovery, drug development and regenerative medicine opportunities.

 

Since our inception in May 1998 through June 30, 2014, we have financed our operations and technology acquisitions primarily through the issuance and sale of equity and debt securities, including convertible promissory notes and short-term promissory notes, for cash proceeds of approximately $27.5 million, as well as from an aggregate of approximately $16.4 million of government research grant awards, strategic collaboration payments and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $13.0 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. At June 30, 2014, we had approximately $400,700 in cash and cash equivalents, which is not sufficient to enable us to fund our planned operations, including expected cash expenditures of approximately $7.5 million through the next 12 to 15 months.

 

To meet our cash needs and fund our working capital requirements after June 30, 2014 and prior to a debt or equity-based financing, from July 1, 2014 through August 8, 2014, we entered into securities purchase agreements with accredited investors and institutions pursuant to which we sold to such accredited investors in private placement transactions units of our securities, for aggregate proceeds of $55,000 consisting of: (i) 10% subordinate convertible promissory notes in the aggregate face amount of $55,000 maturing on March 31, 2015; (ii) an aggregate of 55,000 restricted shares of our common stock; and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 55,000 restricted shares of our common stock at an exercise price of $0.50 per share. See Note 10, Subsequent Events, for additional information.

 

In April 2013, we entered into a Securities Purchase Agreement (as amended, Securities Purchase Agreement) with Autilion AG, a company organized and existing under the laws of Switzerland (Autilion), under which Autilion remains contractually obligated to purchase an aggregate of 72.0 million restricted shares of our common stock at a purchase price of $0.50 per share for aggregate cash proceeds to us of $36.0 million (Autilion Financing).  To date, Autilion has completed only a nominal closing of the Autilion Financing and is currently in default under the Securities Purchase Agreement. No assurances can be provided that Autilion will complete any additional closings under the Securities Purchase Agreement. In the event that Autilion does not complete a material portion of the Autilion Financing pursuant to the Securities Purchase Agreement in the near term, we will need to obtain approximately $7.5 million from alternative financing sources to execute our business plan over the next 12 to 15 months. On May 12, 2014, we filed a Registration Statement on Form S-1 with the SEC (File No. 333-195901) (Registration Statement) to register up to 30 million shares of our common stock, and warrants to purchase up to 30 million shares of our common stock, in a public offering (Public Offering). The Registration Statement was declared effective on August 7, 2014.  No assurances can be provided, however, that we will complete our Public Offering in the near term, on acceptable terms, or at all.

 

To the extent necessary, we may also seek to meet our future cash needs and fund our working capital requirements through a combination of additional private placements of our securities, which may include both debt and equity securities, research and development collaborations, license fees, and government grant awards.  Additionally, we believe that our participation in potential strategic collaborations, including potential licensing transactions, may provide additional cash in support of our future working capital requirements.  Notwithstanding the foregoing, substantial additional financing may not be available to us on a timely basis, on acceptable terms, or at all. If we are unable to complete our Public Offering, the Autilion Financing or otherwise obtain substantial additional financing from alternative sources in the near term, our business, financial condition, and results of operations may be harmed, the price of our stock may decline, we may be required to reduce, defer, or discontinue certain of our research and development activities and we may not be able to continue as a going concern. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.