v3.26.1
Equity
9 Months Ended
Dec. 31, 2025
Equity [Abstract]  
EQUITY

11. EQUITY

 

Warrants

 

Warrants in Offerings

 

Warrants issued in connection with the equity offering meet the definition of derivatives as contemplated in Derivatives and Hedging (“ASC 815”) and are accounted for as a derivative. These warrants are classified as liabilities under the caption “Derivative liabilities” in the unaudited condensed consolidated statements of balance sheets and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. Changes in the liability from period to period are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.”

 

August 2020 Underwriters’ Warrants

 

Giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of March 31, 2025, there were 3,181 underwriters’ warrants outstanding with fair value of $21, and the exercise price of those warrants was adjusted to $62.50. During the nine months ended December 31, 2025, the change of fair value was a gain of $21 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities. While during the three months ended December 31, 2025, no change of fair value recognized and the remaining 3,181 underwriters’ warrants has expired. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $1,630 and $2,654 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $0 and $21, respectively.

 

February 2021 Registered Direct Offering Warrants

 

Giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025 and March 31, 2025, there were 5,326 February 2021 registered direct offering warrants outstanding, and the exercise prices of the Placement Agent Warrants and the ROFR Warrants of the February 2021 Registered Direct Offering were adjusted to $138.00 and $172.50, respectively. During the nine months ended December 31, 2025, the change of fair value was a gain of $219 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities. While during the three months ended December 31, 2025, no change of fair value recognized. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $2,077 and $3,125 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $0 and $219, respectively.

 

May 2021 Registered Direct Offering Warrants

 

Giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025 and March 31, 2025, there were 59,468 May 2021 registered direct offering warrants outstanding and the exercise price of those warrants was adjusted to $105.00. During the three and nine months ended December 31, 2025, the change of fair value was a gain of $10 and $13,785 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $40,663 and $45,085 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $0 and $13,785, respectively.

 

November 2021 Private Placement Warrants

 

Giving (1) retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively; and (2) the anti-dilution adjustment resulted from the registered direct offering completed on November 20, 2025, as of December 31, 2025 and March 31, 2025, there were 1,341,362 and 2,778,315, respectively, November 2021 Investors Warrants outstanding and the exercise price of those warrants was adjusted to $1.03 and $2.16, respectively.

 

On November 18, 2022, a holder of November 2021 private placement warrants exercised the warrants on a “cashless” basis. On June 11, 2025, a holder of November 2021 private placement warrants exercised the warrants with exercise price of $1.13 per share to purchase 200,000 shares of the Company’s common stock. In September 2025, a holder of November 2021 private placement warrants exercised the warrants with exercise price of $2.16 per share to purchase 53,357 shares of the Company’s common stock and six holders of November 2021 private placement warrants exercised the warrants on a “cashless” basis.

 

Giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025 and March 31, 2025, there were 5,515 and 5,515 November 2021 Placement Agent Warrants outstanding, respectively, and the exercise price of those warrants was adjusted to $68.00.

 

During the three and nine months ended December 31, 2025, the change of fair value was a gain of $170 and $66,464, recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $76,944 and $55,036 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the increase in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $3 and $70,566, respectively.

 

November 2025 registered direct offering of common stock and pre-funded warrants, and concurrent private placement of warrants

 

On November 14, 2025, the Company entered into a securities purchase agreement with certain accredited investors, providing for (i) the issuance of 1,350,000 shares of common stock, par value $0.0001 per share, and 905,000 pre-funded warrants to purchase 905,000 shares of the common stock, at a purchase price of $1.26 per share, in a registered direct offering for aggregate gross proceeds of approximately $2.8 million, and (ii) the concurrent 4,510,000 private placement warrants to purchase up to 4,510,000 shares of common stock (the “November 2025 Private Placement”). The November 2025 Private Placement was closed on November 17, 2025. The pre-funded warrants have an exercise price of $0.0001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The 4,510,000 private placement warrants have an exercise price of $1.26 per share of common stock, and have a term of 5.5 years and are exercisable at any time on or after the initial exercisability date.

 

The Company concluded that both pre-funded warrants and private placement warrants qualify as derivative liabilities. At the issuance date in November 2025, the fair value of these warrants was estimated at $5,737,755 using the Black-Scholes valuation model, and $2,896,455 excesses of the warrants’ fair value over the total offering proceeds was recognized as a loss in the unaudited condensed consolidated statements of operations and comprehensive loss. As of December 31, 2025, the fair value of the derivative instrument was $3,956,190 for the November 2025 private placement of warrants and $968,340 for the November 2025 pre-funded warrants, and the exercise price of those warrants was $1.26 and $0.0001, respectively.

 

During the three and nine months ended December 31, 2025, the change of fair value was a gain of $767,975 and $45,250 for the November 2025 private placement warrants and pre-funded warrants recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively.

 

As of the filing date of these unaudited condensed consolidated financial statements, the pre-funded warrants had not been exercised, and all such pre-funded Warrants remain outstanding in accordance with their terms, and the private placement warrants remain outstanding as issued.

 

Restricted Stock Units

 

On October 29, 2020, the Board approved the issuance of an aggregate of 12,727 restricted stock units (“RSUs”) to directors, officers and certain employees as stock compensation for their services for the years ended March 31, 2022, giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively. Total RSUs granted to these directors, officers and employees were valued at an aggregate fair value of $140,000. These RSUs will vest in four equal quarterly installments on January 29, 2021, April 29, 2021, July 29, 2021 and October 29, 2021 or in full upon the occurrence of a change in control of the Company, provided that the director, officer or the employee remains in service through the applicable vesting date. The RSUs will be settled by the Company’s issuance of shares of common stock in certificated or uncertificated form upon the earlier of (i) vesting date, (ii) a change in control and (iii) termination of the services of the director, officer or employee due to a “separation of service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, or the death or disability of such director, officer or employee. As of the filing date of these unaudited condensed consolidated financial statements, all RSUs with an aggregate of 1,273 was vested and 955 was settled by the Company. The Company expects to settle the remaining vested RSUs by issuance of shares of common stock before December 31, 2026 and the vested RSUs have been accounted in an expense and additional paid-in capital.

 

Equity Incentive Plan

 

At the 2018 Annual Meeting of Stockholders of the Company held on November 8, 2018, the Company’s stockholders approved the Company’s 2018 Equity Incentive Plan for employees, officers, directors and consultants of the Company and its affiliates. In March 2023 and April 2024, the Annual Meeting of Stockholders of Company for the years ended March 31, 2022 and 2023 further approved the amendments to the 2018 Equity Incentive Plan, to increase the number of shares of common stock reserved under the Plan to 150,000 shares and 180,000 shares, respectively, giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively. A committee consisting of at least two independent directors would be appointed by the Board or in the absence of such a committee, the board of directors, will be responsible for the general administration of the Equity Incentive Plan. All awards granted under the Equity Incentive Plan will be governed by separate award agreements between the Company and the participants. As of December 31, 2025, the Company has granted an aggregate of 3,038 RSUs, among which, 2,645 RSUs were issued under the Equity Incentive Plan, 318 RSUs were vested but have not been issued while 75 RSUs were forfeited due to two directors ceased to serve on the board of the Company since November 8, 2018. During the three and nine months ended December 31, 2025 and 2024, no new RSUs were granted.

 

Conversion Price Adjustment for November 2021 Preferred Shares

 

Pursuant to the Certificate of Designation for the series A convertible preferred stock signed by the Company and certain institutional investors in November 2021 Private Placement, the initial conversion price of the series A Convertible Preferred Shares was $0.68. If as of the applicable date the conversion price then in effect is greater than the greater of (1) $0.41 (the “Floor Price”) (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (2) 85% of the closing bid price on the applicable date (the “Adjustment Price”), the conversion price shall automatically lower to the Adjustment Price accordingly. As the 1-for-10 reverse stock split on the Company’s Common Stock became effective on April 6, 2022, the conversion price and the Floor Price of the Preferred Shares mentioned above were proportionally adjusted. Further, on August 9, 2022, the Company and the investors agreed to reduce the conversion price of the series A Convertible Preferred Shares from $4.10 to $2.00 and to increase the number of the shares of common stock that are available to be issued upon conversion of the Preferred Shares from 1,092,683 to 2,240,000. As the 1-for-10 reverse stock split on the Company’s Common Stock became effective on July 29, 2025, the conversion price of the Preferred Shares was adjusted to $20.00. As of December 31, 2025 and March 31, 2025, there were 262 and 991 shares of Series A convertible preferred stock outstanding, respectively, valued at $42,943 and $234,364 recorded as mezzanine equity, respectively. Giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025, 4,738 shares of Series A convertible preferred stock were converted into 223,583 shares of the Company’s common stock.

 

1-for- 10 shares reverse split on common stock

 

The Company considered the above transactions after giving a retroactive effect to a 1-for-10 reverse stock split of its common stock which became effective on July 29, 2025. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to those after a stock split or dividend pursuant to ASC 260. All shares and per share amounts and in the unaudited condensed consolidated financial statements have been retroactively stated to reflect the effect of the reverse stock split. Upon execution of the 1-for-10 reverse stock split, the Company recognized additional 37 shares of common stock due to round up issue.

 

November 2025 PIPE Offering of common stock

 

On November 13, 2025, the Company entered into a securities purchase agreement (the “PIPE SPA”) with certain non-U.S. investors (the “PIPE Purchasers”), pursuant to which the Company agreed to sell, and the PIPE Purchasers agreed to purchase, severally and not jointly, an aggregate of 500,000 shares of common stock of the Company, par value $0.0001 per share at an offering price of $1.32 per share (the “PIPE Offering”). The gross proceeds of the PIPE Offering are $659,992, after deduction of customary expenses. The PIPE Offering was closed on November 14, 2025.

 

November 2025 Common stock issued for consulting services

 

In November 2025, the Company entered into a consulting services agreement (the “Consulting Agreement”) with a consultant (the “Consultant”), pursuant to which the Company engaged the Consultant to provide certain consulting services. As compensation for such services, the Company agreed to issue the Consultant an aggregate of 200,000 shares of its common stock, par value $0.0001. These shares were valued at $250,000, based on the closing price of the Company’s common stock on the issuance date. Pursuant to the agreement, the shares issued to the Consultant are not subject to vesting or forfeiture. In addition, the Company has no recourse or substantial disincentives against the Consultant if services are terminated prior to the termination or expiration of the service period. As a result, the shares issued to the Consultant are required to be expensed on the issuance date in accordance with ASC 718. Accordingly, the Company recognized stock-based compensation expense of $250,000 during the nine months ended December 31, 2025.