Quarterly report pursuant to Section 13 or 15(d)


6 Months Ended
Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  



The Company has determined that certain warrants the Company has issued contain provisions that protect holders from future issuances of the Company’s common stock at prices below such warrants’ respective exercise prices and these provisions could result in modification of the warrants’ exercise price based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The warrants granted to Ironman PI Fund II, LP contain anti-dilution provisions that provide for a reduction in the exercise price of such warrants in the event that future common stock (or securities convertible into or exercisable for common stock) is issued (or becomes contractually issuable) at a price per share (a “Lower Price”) that is less than the exercise price of such warrant at the time. The amount of any such adjustment is determined in accordance with the provisions of the warrant agreement and depends upon the number of shares of common stock issued (or deemed issued) at the Lower Price and the extent to which the Lower Price is less than the exercise price of the warrant at the time. The warrants expired on April 21, 2019.


Activities for derivative warrant instruments during the six months ended September 30, 2020, and 2019 were as follows: 


    2020     2019  
Carrying amount at beginning of period   $     $ 5  
Change in fair value           (5 )
Carrying amount at end of period   $     $  


As of September 30, 2020, the Company had 2,693 shares of Series C Preferred Stock issued and outstanding, which shares of preferred stock are convertible into common stock of the Company pursuant to their terms. Such preferred stock is convertible into more shares of common stock than the Company currently has authorized. Typically this would require the common stock equivalents to be considered tainted derivative instruments, and the Company to record a derivative liability for the aggregate fair value of the tainted securities; However, the Series C Preferred Stock designation provides that the Company will not be required to settle any conversion in cash, and requires the company to use its best efforts to obtain shareholder approval to increase the authorized common shares to a sufficient number to allow for share settlement of the conversion. If the Company is unable to obtain shareholder approval to increase the authorized common shares, the Series C Preferred Stockholder would be required to wait until approval is obtained and has no other recourse under the terms of the corrected designation. See “Note 13 – Stockholders’ Equity (Deficit)” for further discussion.


Additionally, as of September 30, 2020, the Company had 2 outstanding stock options and warrants to purchase 36 shares outstanding which were exercisable for shares of the Company’s commons stock. As of September 30, 2020, the Company did not have sufficient authorized shares of common stock to satisfy any exercise requests and the common stock equivalents are considered to be tainted derivative instruments. The Company evaluated the fair value of these tainted options and warrants and noted that the related fair values are de minimus based, primarily, on the exercise prices.