0000950170-24-044137 | S-1 | XBRL Viewer

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) Compounds shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2023 USD ($) Compounds shares	Mar. 31, 2022 USD ($) shares
Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 5,295,000	$ 20,196,000	$ 5,295,000	$ 20,196,000	$ 15,301,000	$ 28,675,000
Restricted cash	143,000	143,000	143,000	143,000	143,000	143,000
Accumulated deficit	$ (336,624,000)		(336,624,000)		(324,998,000)	(307,739,000)
Cash flow from operations			$ 11,982,000	7,675,000	$ 12,408,000	$ 8,453,000
Issuance of common stock \| shares	9,838,755		9,838,755		8,716,906	8,710,627
Restricted cash					$ 100,000	$ 100,000
Impairment of long-lived assets					0	0
Acquired in-process research and development accrued expenses	$ 0		$ 0		2,000,000	0
Dilutive effect	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Common stock equivalents excluded from computing diluted net loss per share \| shares			800,000	1,500,000	1,600,000	1,200,000
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]					us-gaap:UsefulLifeTermOfLeaseMember
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Maturity of highly liquid investment					3 months
Useful life of fixed assets, range					7 years
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Useful life of fixed assets, range					1 year
At-The-Market Facility [Member]
Summary Of Significant Accounting Policies [Line Items]
Issuance of common stock \| shares	934,621		934,621		0
Metacrine's FXR Program [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of clinically tested compounds \| Compounds			2
Number of discovery or preclinical compounds \| Compounds			2,000
Metacrine, Inc. [Member] \| Metacrine's FXR Program [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of clinically tested compounds \| Compounds					2
Number of discovery or preclinical compounds \| Compounds					2,000
Asset Acquisition, Price of Acquisition, Expected					$ 4,000,000
Upfront payment paid					2,000,000
Acquired in-process research and development accrued expenses					$ 2,000,000

Subsequent Events	9 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events Between January 1, 2024 and the date of the filing of this Quarterly Report on Form 10-Q, the Company issued 201,319 shares of common stock in ATM offerings under the 2021 ATM Prospectus Supplement for net proceeds of approximately $0.2 million.

Subsequent Events

9 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 12. Subsequent Events

Between January 1, 2024 and the date of the filing of this Quarterly Report on Form 10-Q, the Company issued 201,319 shares of common stock in ATM offerings under the 2021 ATM Prospectus Supplement for net proceeds of approximately $0.2 million.

Stockholders' Equity - Preferred Stock - Additional Information (Details) - shares	Dec. 31, 2023	Mar. 31, 2023
Equity [Abstract]
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares outstanding	0	0

Accrued Expenses (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Payables and Accruals [Abstract]

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31, 2023		March 31, 2023
Accrued compensation	$	439	$	609
Accrued legal and professional fees		97		193
Acquired in-process research and development		—		2,000
Other accrued expenses		191		46
	$	727	$	2,848

Accrued expenses consisted of the following (in thousands):


	March 31, 2023		March 31, 2022
Accrued compensation	$	609	$	434
Accrued legal and professional fees		193		27
Acquired in-process research and development		2,000		—
Other accrued expenses		46		28
	$	2,848	$	489

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Cash Flows From Operating Activities
Net loss	$ (3,604)	$ (3,264)	$ (11,626)	$ (9,800)	$ (17,259)	$ (11,448)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on investment in equity securities	0	48	(12)	123	(29)	0
Loss on disposal of fixed assets					9	0
Accretion on investments			(128)	(104)	(105)	0
Depreciation and amortization			209	234	293	142
Stock-based compensation	157	544	1,307	1,877	2,377	2,256
Increase (decrease) in cash resulting from changes in:
Accounts receivable			119	(76)	(152)	0
Prepaid expenses and other assets			132	18	177	384
Accounts payable			140	(173)	(148)	134
Accrued expenses			(2,121)	157	2,359	49
Operating right-of-use asset and lease liability, net			(2)	69	70	30
Net cash used in operating activities			(11,982)	(7,675)	(12,408)	(8,453)
Cash Flows From Investing Activities
Purchases of fixed assets			(42)	(234)	(396)	(409)
Purchases of investments			(9,873)	(9,893)	(9,893)	0
Maturities of investments			10,000	10,000	10,000	0
Purchases of equity securities			0	(1,061)	(1,061)	0
Sales of equity securities			0	384
Liquidation of equity securities			718	0	384	0
Net cash used in investing activities			803	(804)	(966)	(409)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net			1,173	0	0	251
Employee taxes paid related to net share settlement of equity awards					0	(46)
Net cash provided by financing activities			1,173	0	0	205
Net Decrease in Cash, Cash Equivalents, and Restricted Cash			(10,006)	(8,479)	(13,374)	(8,657)
Cash, cash equivalents, and restricted cash at beginning of period			15,444	28,818	28,818	37,475
Cash, cash equivalents, and restricted cash at end of period	5,438	20,339	5,438	20,339	15,444	28,818
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents	5,295	20,196	5,295	20,196	15,301	28,675
Restricted cash	143	143	143	143	143	143
Cash, cash equivalents, and restricted cash at end of period	$ 5,438	$ 20,339	5,438	20,339	15,444	28,818
Supplemental Disclosure of Cash Flow Information:
Income taxes paid			$ 2	$ 2	2	2
Operating lease liabilities arising from obtaining right-of-use assets					0	2,301
Purchases of fixed assets in accounts payable					$ 64	$ 0

Description of Business

9 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Note 1. Description of Business

Nature of Operations

Organovo Holdings, Inc. (“Organovo Holdings,” “Organovo,” and the “Company”) is a clinical stage biotechnology company that focuses on clinical drug development of the farnesoid X receptor (“FXR”) agonist FXR314. FXR is a mediator of gastrointestinal and liver diseases. FXR agonism has been tested in a variety of preclinical models of inflammatory bowel disease ("IBD"). FXR314 is the lead compound in the Company's established FXR program containing two clinically tested compounds (including FXR314) and over 2,000 discovery or preclinical compounds. FXR314 is a drug with safety and tolerability after daily oral dosing in Phase 1 and Phase 2 trials. Further, FXR314 has FDA clinical trial authorization for a Phase 2 trial in ulcerative colitis ("UC").

The Company’s current clinical focus is in advancing FXR314 in IBD, including UC and Crohn’s disease (“CD”). The Company plans to start a Phase 2a clinical trial in UC in the calendar year 2024.

A second focus of the Company is building high fidelity, 3D tissues that recapitulate key aspects of human disease. The Company uses its proprietary technology to build functional 3D human tissues that mimic key aspects of native human tissue composition, architecture, function and disease. Management believes these attributes can enable critical complex, multicellular disease models that can be used to develop clinically effective drugs across multiple therapeutic areas.

As with the clinical development program, the Company is initially focusing on the intestine and has ongoing 3D tissue development efforts in human tissue models of UC and CD. The Company uses these models to identify new molecular targets responsible for driving these diseases and to explore the mechanism of action of known drugs including FXR314 and related molecules. The Company intends to initiate drug discovery programs around these new validated targets to identify drug candidates for partnering and/or internal clinical development.

The Company’s current understanding of intestinal tissue models and IBD disease models leads it to believe that it can create models that provide greater insight into the biology of these diseases than are generally currently available. The Company is creating high fidelity disease models, leveraging its prior work including the work found in its peer-reviewed publication on bioprinted intestinal tissues (Madden et al. Bioprinted 3D Primary Human Intestinal Tissues Model Aspects of Native Physiology and ADME/Tox Functions. iScience. 2018 Apr 27;2:156-167. doi: 10.1016/j.isci.2018.03.015.) Organovo’s advances include cell type-specific compartments, prevalent intercellular tight junctions, and the formation of microvascular structures.

Using these disease models, the Company intends to identify and validate novel therapeutic targets. After finding therapeutic drug targets, the Company intends to focus on developing novel small molecule, antibody, or other therapeutic drug candidates to treat the disease, and advance these novel drug candidates towards an Investigational New Drug (“IND”) filing and potential future clinical trials.

The Company expects to broaden its work into additional therapeutic areas over time and is currently exploring specific tissues for development. In the Company’s work to identify the areas of interest, it evaluates areas that might be better served with 3D disease models than currently available models as well as the potential commercial opportunity. In line with these plans, the Company is building upon both its external and in house scientific expertise, which will be essential to its drug development effort.

Except where specifically noted or the context otherwise requires, references to “Organovo Holdings”, “the Company”, and “Organovo” in these notes to the unaudited condensed consolidated financial statements refers to Organovo Holdings, Inc. and its wholly owned subsidiaries, Organovo, Inc., and Opal Merger Sub, Inc.

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended		12 Months Ended
	Jan. 01, 2024	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Subsequent Event [Line Items]
Common stock, shares issued					0	0
Proceeds from issuance of common stock, net			$ 1,173	$ 0	$ 0	$ 251
ATM Prospectus Supplement [Member]
Subsequent Event [Line Items]
Common stock, shares issued			2,515,483		1,580,862
At-The-Market Facility [Member] \| ATM Prospectus Supplement [Member]
Subsequent Event [Line Items]
Common stock, shares issued	201,319	934,621	934,621		0
Proceeds from issuance of common stock, net	$ 200

Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Options Outstanding, Beginning balance	1,451,217	1,203,671
Granted, Options Outstanding	171,257	255,474
Cancelled / forfeited, Options Outstanding	(593,384)
Canceled, Options Outstanding		(7,928)
Expired, Options Outstanding	(333,631)
Exercised, Options Outstanding		0
Options Outstanding, Ending balance	695,459	1,451,217
Vested and Exercisable, Options Outstanding	381,029	559,685
Weighted-Average Exercise Price, Options Beginning balance	$ 6.49	$ 7.36
Options granted, Weighted-Average Exercise Price	1.72	2.34
Options cancelled / forfeited, Weighted-Average Exercise Price	7.1
Options canceled, Weighted-Average Exercise Price		5.66
Options expired, Weighted-Average Exercise Price	7.42
Options exercised, Weighted-Average Exercise Price		0
Weighted-Average Exercise Price, Options Ending balance	4.35	6.49
Vested and Exercisable, Weighted-Average Exercise Price	$ 5.83	$ 7.07
Aggregate Intrinsic Value, Options Beginning balance	$ 38,327	$ 71,650
Options Exercised, Aggregate Intrinsic Value		0
Aggregate Intrinsic Value, Options Ending balance	0	38,327
Vested and Exercisable, Aggregate Intrinsic Value	$ 0	$ 472

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock Common [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income [Member]
Beginning balance at Mar. 31, 2021	$ 39,196	$ 9	$ 335,479	$ (1)	$ (296,291)	$ 0
Beginning balance, Shares at Mar. 31, 2021		8,671		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	(46)	$ 0	(46)	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		13		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	2,256	$ 0	2,256	$ 0	0	0
Issuance of common stock from public offering, net	251	$ 0	251	$ 0	0	0
Issuance of common stock from public offering, Shares		27		0
Net loss	(11,448)	$ 0	0	$ 0	(11,448)	0
Ending balance at Mar. 31, 2022	30,209	$ 9	337,940	$ (1)	(307,739)	0
Ending balance, Shares at Mar. 31, 2022		8,711		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		1		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	660	$ 0	660	$ 0	0	0
Net loss	(3,215)	0	0	0	(3,215)	0
Ending balance at Jun. 30, 2022	27,654	$ 9	338,600	$ (1)	(310,954)	0
Ending balance, Shares at Jun. 30, 2022		8,712		0
Beginning balance at Mar. 31, 2022	30,209	$ 9	337,940	$ (1)	(307,739)	0
Beginning balance, Shares at Mar. 31, 2022		8,711		0
Net loss	(9,800)
Ending balance at Dec. 31, 2022	22,289	$ 9	339,817	$ (1)	(317,539)	3
Ending balance, Shares at Dec. 31, 2022		8,714		0
Beginning balance at Mar. 31, 2022	30,209	$ 9	337,940	$ (1)	(307,739)	0
Beginning balance, Shares at Mar. 31, 2022		8,711		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		6		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	2,377	$ 0	2,377		0	0
Net loss	(17,259)	0	0	$ 0	(17,259)	0
Unrealized gain (loss) on available-for-sale debt securities	2	$ 0	0	$ 0	0	2
Unrealized gain (loss) on available-for-sale debt securities, Shares		0		0
Ending balance at Mar. 31, 2023	15,329	$ 9	340,317	$ (1)	(324,998)	2
Ending balance, Shares at Mar. 31, 2023		8,717		0
Beginning balance at Jun. 30, 2022	27,654	$ 9	338,600	$ (1)	(310,954)	0
Beginning balance, Shares at Jun. 30, 2022		8,712		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		1		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	673	$ 0	673	$ 0	0	0
Net loss	(3,321)	0	0	0	(3,321)	0
Ending balance at Sep. 30, 2022	25,006	$ 9	339,273	$ (1)	(314,275)	0
Ending balance, Shares at Sep. 30, 2022		8,713		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		1		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	544	$ 0	544	$ 0	0	0
Net loss	(3,264)	0	0	0	(3,264)	0
Unrealized gain (loss) on available-for-sale debt securities	3	$ 0	0	$ 0	0	3
Unrealized gain (loss) on available-for-sale debt securities, Shares		0		0
Ending balance at Dec. 31, 2022	22,289	$ 9	339,817	$ (1)	(317,539)	3
Ending balance, Shares at Dec. 31, 2022		8,714		0
Beginning balance at Mar. 31, 2023	15,329	$ 9	340,317	$ (1)	(324,998)	2
Beginning balance, Shares at Mar. 31, 2023		8,717		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		1		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	475	$ 0	475	$ 0	0	0
Net loss	(4,028)	0	0	0	(4,028)	0
Ending balance at Jun. 30, 2023	11,776	$ 9	340,792	$ (1)	(329,026)	2
Ending balance, Shares at Jun. 30, 2023		8,718		0
Beginning balance at Mar. 31, 2023	15,329	$ 9	340,317	$ (1)	(324,998)	2
Beginning balance, Shares at Mar. 31, 2023		8,717		0
Net loss	(11,626)
Ending balance at Dec. 31, 2023	6,182	$ 10	342,796	$ (1)	(336,624)	1
Ending balance, Shares at Dec. 31, 2023		9,839		0
Beginning balance at Jun. 30, 2023	11,776	$ 9	340,792	$ (1)	(329,026)	2
Beginning balance, Shares at Jun. 30, 2023		8,718		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		1		0
Stock-based compensation expense, shares		0		0
Stock-based compensation expense	675	$ 0	675	$ 0	0
Net loss	(3,994)	0	0	0	(3,994)	0
Unrealized gain (loss) on available-for-sale debt securities	(1)	$ 0		$ 0	0	(1)
Unrealized gain (loss) on available-for-sale debt securities, Shares		0		0
Ending balance at Sep. 30, 2023	8,456	$ 9	341,467	$ (1)	(333,020)	1
Ending balance, Shares at Sep. 30, 2023		8,719		0
Issuance of common stock under employee and director stock option, RSU and purchase plans	0	$ 0	0	$ 0	0	0
Issuance of common stock under employee and director stock option, RSU and purchase plans, Shares		119		0
Stock-based compensation expense, shares		66		0
Stock-based compensation expense	157	$ 0	157	$ 0	0
Issuance of common stock from public offering, net	1,173	$ 1	1,172	$ 0	0	0
Issuance of common stock from public offering, Shares		935		0
Net loss	(3,604)	$ 0	0	$ 0	(3,604)	0
Ending balance at Dec. 31, 2023	$ 6,182	$ 10	$ 342,796	$ (1)	$ (336,624)	$ 1
Ending balance, Shares at Dec. 31, 2023		9,839		0

Investments and Fair Value Measurement (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Summary of Investments in Debt Securities that are Measured at Fair Value

The following table summarizes the Company's investments in debt securities that are measured at fair value as of December 31, 2023 (in thousands):


	Amortized costs basis		Gross unrealized gains		Gross unrealized losses		Fair value
As of March 31, 2023
Investment in debt securities	$	4,943	$	2	$	—	$	4,945
As of December 31, 2023
Investment in debt securities	$	1,995	$	—	$	—	$	1,995

The following table summarizes the Company's investments in debt securities that are measured at fair value as of March 31, 2023 (in thousands):


	Amortized costs basis		Gross unrealized gains		Gross unrealized losses		Fair value
As of March 31, 2023
Investment in debt securities	$	4,943	$	2	$	—	$	4,945

Schedule of Activity for Investments in Equity Securities Measured at Fair Value

The following table presents the activity for investments in equity securities measured at fair value for the nine months ended December 31, 2023 (in thousands):


	Investment in Equity Securities (in thousands)
Balance at March 31, 2023	$	706
Liquidation of equity securities		(718	)
Gain on investment in equity securities		12
Balance at December 31, 2023	$	—

The following table presents the activity for investments in equity securities measured at fair value for the year ended March 31, 2023 (in thousands):



	Investment in Equity Securities (in thousands)
Balance at March 31, 2022	$	—
Purchases at cost		1,061
Sales		(384	)
Gain on investment in equity securities		29
Balance at March 31, 2023	$	706

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Stockholders' Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 157	$ 544	$ 1,307	$ 1,877	$ 2,377	$ 2,256
Research and development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	40	117	87	363	473	419
General and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 117	$ 427	$ 1,220	$ 1,514	$ 1,904	$ 1,837

Income Taxes

12 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 9. Income Taxes

A reconciliation of the statutory federal rate and the effective rate, for operations, is as follows for the years ended March 31, 2023 and 2022 (in thousands, except percentages):


	March 31, 2023				March 31, 2022
Tax computed at federal statutory rate	$	(3,624	)	21%	$	(2,404	)	21%
State income tax, net of federal benefit		(44	)	0.2%		(6	)	0%
Stock-based compensation		167		-1%		1,857		-16.2%
Research credits		60		-0.4%		(249	)	2.1%
Change in tax rate		157		-0.9%		454		-4.0%
Removal of net operating losses and research development credits		1,410		-8.2%		2,269		-19.8%
Other		1		0%		20		-0.1%
Valuation allowance		1,873		-10.7%		(1,941	)	16.9%
Provision (benefit) for income taxes	$	—		0.0%	$	—		0.0%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets are as follows as of March 31, 2023 and 2022 (in thousands, except percentages):


	March 31, 2023			March 31, 2022
Deferred tax assets:
Amortization	$	598		$	—
Section 174 R&D capitalization		855			—
Accrued expenses and reserves		116			110
Operating lease liability		384			611
Stock-based compensation		755			554
Inventory		251			—
Other, net		3			3
Total deferred tax assets		2,962			1,278
Valuation allowance		(2,458	)		(583	)
Net deferred tax assets	$	504		$	695
Deferred tax liabilities:
Operating lease right-of-use assets		(363	)		(603	)
Depreciation		(135	)		(92	)
Investment in equity securities		(6	)		—
Total deferred tax liabilities	$	(504	)	$	(695	)
	$	—		$	—

A full valuation allowance has been established to offset the deferred tax assets as management cannot conclude that realization of such assets is more likely than not. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss and research tax credit carryforwards to offset taxable income may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of March 31, 2023. Until this analysis is completed, the Company has removed the deferred tax assets related to net operating losses from its deferred tax asset schedule. Further, until a study is completed and any limitation known, approximately $1.6 million and $1.5 million for the years ended March 31, 2023 and 2022, respectively, would be considered as an uncertain tax position if netted against the deferred tax asset. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate. Any carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. The valuation allowance increased by approximately $1,875,000 and decreased by approximately $1,941,000 for the years ended March 31, 2023 and 2022, respectively.

The Company had federal and state net operating loss carryforwards of approximately $210.5 million and $40.9 million, respectively, as of March 31, 2023. Federal net operating loss carryforwards of approximately $66.8 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year subject to revisions made by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The remaining federal net operating losses will begin to expire in 2028, unless previously utilized. The state net operating loss carryforwards (“NOLs”) will begin to expire in 2028, unless previously utilized.

The Company had federal and state research tax credit carryforwards of approximately $4.7 million and $4.3 million at March 31, 2023, respectively. The federal research tax credit carryforwards begin expiring in 2028. The state research tax credit carryforwards do not expire.

The Company did not record any accruals for income tax accounting uncertainties for the year ended March 31, 2023.

The Company did not accrue either interest or penalties from inception through March 31, 2023.

The Company does not expect its unrecognized tax benefits to significantly increase or decrease within the next 12 months.

The Company is subject to tax in the United States and in California. As of March 31, 2023, the Company’s tax years from inception are subject to examination by the tax authorities due to the generation of net operating losses. The Company is not currently under examination by any jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stockholders' Equity - Summary of Company's RSUs Activity (Details) - Restricted stock units (RSUs) [Member] - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Class Of Stock [Line Items]
Beginning balance, Unvested, Number of Shares	127,717	15,500
Granted, Number of Shares	117,642	117,642
Vested, Number of Shares	(121,467)	(5,425)
Cancelled / forfeited, Number of Shares	0	0
Ending balance, Unvested, Number of Shares	123,892	127,717
Beginning balance, Unvested, Weighted Average Price	$ 2.22	$ 10.58
Granted, Weighted Average Price	1.39	1.53
Vested, Weighted Average Price	1.81	11.02
Cancelled / forfeited, Weighted Average Price	0	0
Ending balance, Unvested, Weighted Average Price	$ 1.84	$ 2.22

Restructuring (Tables)

9 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Summary of Restructuring Charges Recorded in Selling, General and Administrative Expenses


	Three Months Ended		Nine Months Ended
(in thousands)	December 31, 2023		December 31, 2023
Severance for Involuntary Employee Terminations	$	—	$	380
Total Restructuring Expense	$	—	$	380

Summary of Activity and Balances of Restructuring Reserve

The following table summarizes the activity and balances of the restructuring reserve (in thousands):


	Severance for Involuntary Employee Terminations
Balance at March 31, 2023	$	—
Increase to reserve		380
Utilization of reserve:
Payments		(263	)
Balance at December 31, 2023	$	117

Description of Business - Additional Information (Details) - Metacrine's FXR Program [Member] - Compounds	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Number of clinically tested compounds	2
Number of discovery or preclinical compounds	2,000
Metacrine, Inc. [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Number of clinically tested compounds		2
Number of discovery or preclinical compounds		2,000

Restructuring - Summary of Activity and Balances of Restructuring Reserve (Details) - Severance for Involuntary Employee Terminations [Member] $ in Thousands	9 Months Ended
	Dec. 31, 2023 USD ($)
Restructuring Cost And Reserve [Line Items]
Balance at March 31, 2023	$ 0
Increase to reserve	380
Utilization of reserve:
Payments	(263)
Balance at December 31, 2023	$ 117

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Restructuring - Summary of Restructuring Charges Recorded in Selling, General and Administrative Expenses (Details) - USD ($)		3 Months Ended	9 Months Ended
	Aug. 18, 2023	Dec. 31, 2023	Dec. 31, 2023
Restructuring Cost And Reserve [Line Items]
Severance for Involuntary Employee Terminations	$ 400,000	$ 0	$ 380,000
Total Restructuring Expense		$ 0	$ 380,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases - Schedule of Future Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 17, 2021
Leases [Abstract]
Fiscal year ending March 31, 2024	$ 523	$ 508
Fiscal year ending March 31, 2025	538	523
Fiscal year ending March 31, 2026	460	538
Fiscal year ending March 31, 2027		460
Thereafter		0
Total future lease payments	1,650	2,029
Less: Imputed Interest	(149)	(224)
Total lease liabilities	1,501	1,805		$ 2,300
Less: Current obligations	(502)	(492)	$ (479)
Noncurrent lease obligations	$ 999	$ 1,313	$ 1,704

Stockholders' Equity - Stock Options and Employee Stock Purchase Plan - Additional Information (Details) - USD ($)					3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 28, 2023	Feb. 22, 2022	Oct. 07, 2021	Mar. 08, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Oct. 31, 2023
Class Of Stock [Line Items]
Voluntarily forfeited outstanding stock options							593,384
Expired, Options Outstanding							333,631
Stock-based compensation					$ 157,000	$ 544,000	$ 1,307,000	$ 1,877,000	$ 2,377,000	$ 2,256,000
Revenue recognized		$ 1,500,000			$ 5,000	$ 131,000	$ 80,000	$ 208,000	$ 370,000	$ 1,500,000
Vesting criteria probability of achievement percentage									0.00%
Expense recorded									$ 0
Weighted-average remaining contractual term of stock options exercisable							7 years 4 months 9 days		8 years
Weighted-average remaining contractual term of stock options outstanding									8 years
Issuance of common stock from stock options exercises, net, Shares									0	0
Number of common stock shares approved under ESPP					2,509,149		2,509,149		2,709,831
Expected life of options					6 years	6 years	6 years	6 years	6 years	5 years 9 months
Number of stock options vested									0
Executive Chairman [Member]
Class Of Stock [Line Items]
Voluntarily forfeited outstanding stock options	462,500
Unvested, cancelled shares	312,918
Expired, Options Outstanding	149,582
Executive Chairman [Member] \| Selling, General and Administrative Expenses [Member]
Class Of Stock [Line Items]
Stock-based compensation	$ 519,000
Aforementioned Officer One [Member]
Class Of Stock [Line Items]
Stock options granted			120,000
Aforementioned Officer Two [Member]
Class Of Stock [Line Items]
Stock options granted			25,000
Equity Incentive Plan 2022 [Member]
Class Of Stock [Line Items]
Stock options granted					40,000		171,257		255,474
Number of common stock shares approved under ESPP					1,643,798		1,643,798		1,071,471
2012 Plan [Member]
Class Of Stock [Line Items]
Stock options granted									255,474
2012 Plan [Member] \| Executive Chairman [Member]
Class Of Stock [Line Items]
Stock options granted			60,000	120,000
2012 Plan [Member] \| Chief Scientific Officer [Member]
Class Of Stock [Line Items]
Stock options granted			15,000	25,000
2016 Employee Stock Purchase Plan [Member]
Class Of Stock [Line Items]
Number of common stock shares approved under ESPP					75,000		75,000		75,000
Employee subscription rate									15.00%
Compensation amount per employee									$ 25,000
Fair market value at discount									85.00%
Purchase period									6 months
Initial offering period									2016-09
Description of plan									Shares under the ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period.
Shares issued under ESPP									1,009
Shares remaining available for purchase under ESPP									58,426
2023 Employee Stock Purchase Plan [Member]
Class Of Stock [Line Items]
Number of common stock shares approved under ESPP											45,000
Employee subscription rate					15.00%		15.00%
Compensation amount per employee							$ 25,000,000
Number of shares per employee							500
Fair market value at discount							85.00%
Purchase period							6 months
Initial offering period							2024-03
Description of plan							Shares under the 2023 ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period.

Stockholders' Equity - Fair Value of ESPP Shares (Details) - $ / shares

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Mar. 31, 2023

Mar. 31, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Dividend yield

0.00%

Volatility

100.31%

95.93%

98.93%

95.43%

95.53%

95.65%

Risk-free interest rate

4.66%

3.97%

4.12%

3.21%

3.32%

1.30%

Expected life of options

6 years

5 years 9 months

Weighted average grant date fair value

$ 1.16

$ 1.23

$ 1.38

$ 1.96

$ 1.83

$ 4.73

ESPP Shares [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Dividend yield

0.00%

^[1]

0.00%

^[1]

0.00%

Volatility

0.00%

^[1]

0.00%

^[1]

86.58%

0.00%

Risk-free interest rate

0.00%

^[1]

0.00%

^[1]

3.34%

0.00%

Expected life of options

6 months

Weighted average grant date fair value

$ 0

^[1]

$ 0

^[1]

$ 0.82

$ 0

[1]	There were no participants in the 2016 ESPP or the 2023 ESPP for the purchase periods beginning September 1, 2022, March 1, 2023 or September 1, 2023.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Collaborative Research, Development, and License Agreements - Schedule of Capitalized License Fees (Details) - Licensing Agreements Member - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
License fees	$ 114	$ 218
Less accumulated amortization	(101)	(124)
License fees, net	$ 13	$ 94

Collaborative Research, Development, and License Agreements (Tables)

12 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Capitalized License Fees

Capitalized license fees consisted of the following (in thousands):


	March 31, 2023			March 31, 2022
License fees	$	114		$	218
Less accumulated amortization		(101	)		(124	)
License fees, net	$	13		$	94

Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Laboratory equipment		$ 1,575	$ 1,171
Furniture and fixtures		66	38
Computer software and equipment		537	524
Fixed Assets, gross		2,178	1,733
Less accumulated depreciation		(1,276)	(1,071)
Fixed Assets, net	$ 739	$ 902	$ 662

Leases - Additional Information (Details)			3 Months Ended		9 Months Ended		12 Months Ended		22 Months Ended
Leases - Additional Information (Details)	Nov. 17, 2021 ft²	Nov. 23, 2020 USD ($) ft² Agreement	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jul. 31, 2021 USD ($)	Dec. 17, 2021 USD ($)
Operating Lease [Line Items]
Monthly rental payments									$ 4,000
Number of lease agreement \| Agreement		2
Operating lease, liability			$ 1,501,000		$ 1,501,000		$ 1,805,000			$ 2,300,000
Operating lease right-of-use assets			1,403,000		1,403,000		1,705,000	$ 2,153,000		$ 2,300,000
Rent expense			125,000	$ 114,000	377,000	$ 373,000	0	18,000
Variable lease expense			39,000	34,000	114,000	110,000	146,000	59,000
Short term lease cost							0	117,000
Operating Lease, Expense							499,000	172,000
Operating cash flows from operating leases			$ 125,000	$ 59,000	$ 377,000	$ 304,000	$ 430,000	$ 183,000
San Diego Temporary Lease [Member]
Operating Lease [Line Items]
Lab and Office space under lease agreement \| ft²		3,212
San Diego Permanent Lease [Member]
Operating Lease [Line Items]
Lab and Office space under lease agreement \| ft²	2,892	8,051
Lease term		62 months
Monthly rental payments		$ 40,800
Base rent escalators		3.00%
San Diego Permanent Lease [Member] \| Previously Reported [Member]
Operating Lease [Line Items]
Monthly rental payments		$ 40,900

Fixed Assets

12 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Fixed Assets

Note 3. Fixed Assets

Fixed assets consisted of the following (in thousands):


	March 31, 2023			March 31, 2022
Laboratory equipment	$	1,575		$	1,171
Furniture and fixtures		66			38
Computer software and equipment		537			524
Fixed Assets, gross		2,178			1,733
Less accumulated depreciation		(1,276	)		(1,071	)
Fixed Assets, net	$	902		$	662

As of March 31, 2023 and 2022, all of the Company’s fixed assets were active and in use. Depreciation expense for the years ended March 31, 2023 and 2022 was approximately $211,000 and $128,000, respectively.

Recent Accounting Pronouncements	12 Months Ended
Recent Accounting Pronouncements	Mar. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	Note 13. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise stated, the Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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+ Details

Collaborative Research, Development, and License Agreements

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaborative Research, Development, and License Agreements

Note 6. Collaborative Research, Development, and License Agreements

License Agreements

From June 2021 to February 2022, certain patents owned or sublicensed by the Company became the subject of inter partes review proceedings filed by Cellink AB and its subsidiaries (collectively, “BICO Group AB”). The Company and BICO Group AB were also engaged in litigation regarding patent infringement during the same time period. On February 22, 2022, the Company and BICO Group AB signed a settlement and patent license agreement (“License Agreement”) to close all matters noted above. In addition to closing all legal matters and patent disputes noted above, as part of the agreement, the Company agreed to grant a non-exclusive license to BICO Group AB to use the Company’s aforementioned patents for its business operations of manufacturing and selling bioprinters as well as bioinks. The Company concluded that the nature of the license granted represents functional intellectual property.

As part of the License Agreement, BICO Group AB agreed to pay the Company ongoing sales-based royalties (based on percentages of BICO Group AB’s net sales) for the use of the granted license. The sales-based royalties became effective beginning on February 22, 2022, the effective date of the License Agreement, and continue until the expiration of the last surviving licensed patent. As the sales-based royalties are required to be paid 45 days after the end of every quarter, there is variable consideration that must be estimated to determine royalty revenue within a given reporting period. Once actual revenue earned is determined in the following fiscal quarter, an adjustment is made from the previously estimated amount. The Company estimated royalty revenue of $33,000 for the three months ended December 31, 2023. However, there was a decrease adjustment of approximately $28,000 relating to the prior quarter. For the three and nine months ended December 31, 2023, the Company recorded $5,000 and $80,000 of royalty revenue based on sales-based royalties from the License Agreement, respectively.

Also as part of the License Agreement, certain patents involved in the agreement are sublicensed by the Company from the University of Missouri and Clemson University. See below for further information.

University of Missouri

In March 2009, the Company entered into a license agreement with the Curators of the University of Missouri ("University of Missouri") to in-license certain technology and intellectual property relating to self-assembling cell aggregates and intermediate cellular units. The Company received the exclusive worldwide rights to commercialize products comprising this technology for all fields of use. The Company is required to pay the University of Missouri royalties ranging from 1% to 3% of net sales of covered tissue products, and of the fair market value of covered tissues transferred internally for use in the Company’s commercial service business, depending on the level of net sales achieved by the Company each year.

The license agreement with the University of Missouri also includes an additional sales royalty of 3% of all revenue received from a sublicensee, when such sublicense is entered pursuant to settlement of litigation. Such revenue shall include, but not be limited to, all option fees, license issue fees (up-front payments), license maintenance fees, equity, and all royalty payments. Such revenue shall not include research funding provided to licensee by sublicensee. However, per the agreement, in the event that the Company defends the technology by litigation, it can offset any royalties due by legal expenses incurred. No royalty expense related to sales-based royalties has been recorded to date.

On December 5, 2022, the Company amended the license agreement with the University of Missouri, where the Company agreed to pay a single, up-front payment of $50,000 to the University of Missouri in exchange for the aforementioned licensed intellectual property to be fully paid up by the Company. As a result, the Company will continue to have rights to the licensed intellectual property until its expiration, but will no longer owe minimum annual royalty payments, royalty payments based on net sales, or any other payments (other than patent annuities and any prosecution costs) in the future.

Clemson University

In May 2011, the Company entered into a license agreement with Clemson University Research Foundation ("CURF") to in-license certain technology and intellectual property relating to ink-jet printing of viable cells. The Company received the exclusive worldwide rights to commercialize products comprising this technology for all fields of use. The Company is required to pay CURF royalties ranging from 1.5% to 3% of net sales of covered tissue products and the fair market value of covered tissues transferred internally for use in the Company’s commercial service business, depending on the level of net sales reached each year. The license agreement terminates upon expiration of the patents licensed, which are expected to expire in May 2024, and is subject to certain conditions as defined in the license agreement. Minimum annual royalty payments of $20,000 were due for two years beginning in calendar 2014, and $40,000 per year beginning in calendar 2016. Royalty payments of $40,000 were made in each of the years ended March 31, 2023 and 2022. The annual minimum royalty is creditable against royalties owed during the same calendar year.

In addition to the annual royalties noted above, CURF is owed 40% of all payments including but not limited to, upfront payments, license fees, issue fees, maintenance fees, and milestone payments received from third parties, including sublicensees, in consideration for sublicensing rights to licensed products. However, per the agreement, in the event that the Company defends the technology by litigation, it can offset any royalties due by legal expenses incurred. As of December 31, 2023, the Company’s legal expenses exceeded royalties owed from the upfront payment and sales-based royalties related to the license agreement. Therefore, no royalty expense to CURF was recorded for the nine months ended December 31, 2023. No royalty expense related to sales-based royalties has been recorded to date.

Note 5. Collaborative Research, Development, and License Agreements

License Agreements

From June 2021 to February 2022, certain patents owned or sublicensed by the Company became the subject of IPR proceedings filed by Cellink AB and its subsidiaries (collectively, “BICO Group AB”). The Company and BICO Group AB were also engaged in litigation regarding patent infringement during the same time period. On February 22, 2022, the Company and BICO Group AB signed a settlement and patent license agreement (“License Agreement”) to close all matters noted above. In addition to closing all legal matters and patent disputes noted above, as part of the agreement, the Company agreed to grant a non-exclusive license to BICO

Group AB to use the Company’s aforementioned patents for its business operations of manufacturing and selling bioprinters as well as bioinks. The Company concluded that the nature of the license granted represents functional intellectual property.

As part of the License Agreement, BICO Group AB agreed to pay the Company a one time, nonrefundable upfront fee of $1,500,000. Based on Topic 606, the Company concluded that the performance obligation related to this upfront fee consisted of the Company filing stipulations of dismissal of all legal matters noted above, as well as the Company granting the non-exclusive license of the aforementioned patents within five days of receiving the upfront payment. The conditions of the performance obligation were satisfied, and therefore the Company recognized revenue of $1,500,000 on February 22, 2022, the executed date of the License Agreement.

Additionally, as part of the License Agreement, BICO Group AB agreed to pay the Company ongoing sales-based royalties (based on percentages of BICO Group AB’s net sales) for the use of the granted license. The sales-based royalties became effective beginning on February 22, 2022, the effective date of the License Agreement, and continue until the expiration of the last surviving licensed patent. As the sales-based royalties are required to be paid 45 days after the end of every quarter, there is variable consideration that must be estimated to determine royalty revenue within a given reporting period. Sales-based royalties that occurred prior to fiscal 2023 were recognized as revenue on a one quarter lag due to constraints on the estimates of variable consideration. During fiscal 2023, the Company began to estimate sales-based royalties earned each quarter. For the year ended March 31, 2023, the Company recorded $370,000 of royalty revenue based on sales-based royalties from the License Agreement. This recognized revenue is related to sales-based royalties earned from February 22, 2022 through March 31, 2023.

University of Missouri

In March 2009, the Company entered into a license agreement with the Curators of the University of Missouri to in-license certain technology and intellectual property relating to self-assembling cell aggregates and to intermediate cellular units. The Company received the exclusive worldwide rights to commercialize products comprising this technology for all fields of use. The Company is required to pay the University of Missouri royalties ranging from 1% to 3% of net sales of covered tissue products, and of the fair market value of covered tissues transferred internally for use in the Company’s commercial service business, depending on the level of net sales achieved by the Company each year. The Company paid the minimum annual royalty of $25,000 in January 2022 for its respective calendar year, which is credited against royalties due during the subsequent twelve months. No payments have been made in excess of the minimum annual royalties in the years ended March 31, 2023 and 2022.

The license agreement with the University of Missouri also includes an additional sales royalty of 3% of all revenue received from a sublicensee, when such sublicense is entered pursuant to settlement of litigation. Such revenue shall include, but not be limited to, all option fees, license issue fees (upfront payments), license maintenance fees, equity, and all royalty payments. Such revenue shall not include research funding provided to licensee by sublicensee. However, per the agreement, in the event that the Company defends the technology by litigation, it can offset any royalties due by legal expenses incurred. As of March 31, 2023, the Company’s legal expenses exceeded royalties owed from the upfront payment and sales-based royalties related to the License Agreement. Therefore, no royalty expense to the University of Missouri was recorded for the year ended March 31, 2023. No royalty expense related to sales-based royalties has been recorded to date.

On December 5, 2022, the Company amended the license agreement with the University of Missouri, whereas the Company agreed to pay a single, upfront payment of $50,000 to the University of Missouri in exchange for the aforementioned licensed intellectual property to be fully paid up by the Company. As a result, the Company will continue to have rights to the licensed intellectual property until its expiration, but will no longer owe minimum annual royalty payments, royalty payments based on net sales, or any other payments (other than patent annuities and any prosecution costs) in the future.

Clemson University

In May 2011, the Company entered into a license agreement with Clemson University Research Foundation to in-license certain technology and intellectual property relating to ink-jet printing of viable cells. The Company received the exclusive worldwide rights to commercialize products comprising this technology for all fields of use. The Company is required to pay the university royalties ranging from 1.5% to 3% of net sales of covered tissue products and the fair market value of covered tissues transferred internally for use in the Company’s commercial service business, depending on the level of net sales reached each year. The license agreement terminates upon expiration of the patents licensed, which are expected to expire in May 2024, and is subject to certain conditions as defined in the license agreement. Minimum annual royalty payments of $20,000 were due for each of the two years beginning with

calendar 2014, and $40,000 per year beginning with calendar 2016. Royalty payments of $40,000 were made in each of the years ended March 31, 2023 and 2022. The annual minimum royalty is creditable against royalties owed during the same calendar year.

In addition to the annual royalties noted above, the University is owed 40% of all payments including but not limited to, upfront payments, license fees, issue fees, maintenance fees, and milestone payments received from third parties, including sublicensees, in consideration for sublicensing rights to licensed products. However, per the agreement, in the event that the Company defends the technology by litigation, it can offset any royalties due by legal expenses incurred. As of March 31, 2023, the Company’s legal expenses exceeded royalties owed from the upfront payment and sales-based royalties related to the License Agreement. Therefore, no royalty expense to Clemson University was recorded for the year ended March 31, 2023. No royalty expense related to sales-based royalties has been recorded to date.

Capitalized License Fees

Capitalized license fees consisted of the following (in thousands):


	March 31, 2023			March 31, 2022
License fees	$	114		$	218
Less accumulated amortization		(101	)		(124	)
License fees, net	$	13		$	94

The above license fees, net of accumulated amortization, are included in Other Assets in the accompanying consolidated balance sheets and are being amortized over the life of the related patents. Amortization expense of licenses was approximately $82,000 and $14,000 for the years ended March 31, 2023 and 2022, respectively. At March 31, 2023, the weighted average remaining amortization period for all licenses was approximately 2 years. The annual amortization expense of licenses for the next five years is estimated to be approximately $3,000 per year.

The Salk Institute for Biological Studies

In March 2023, the Company acquired the FXR Agonist program from Metacrine. All patent rights related to this program have been assigned to the Company in connection with the acquisition. In addition, the Company assumed and was assigned a license agreement with the Salk Institute for Biological Studies (hereafter “Salk”) that provides certain payments to Salk upon the successful development and commercialization of the lead compound, FXR314. The Company is required to pay Salk royalties ranging from 1% to 1.125% of net sales of therapeutics based on FXR314. In addition, the Company is required to make certain milestone payments based on the successful initiation and/or completion of certain development milestones, including $500,000 within 45 days of the dosing of the first patient in a phase III clinical trial, $1,000,000 within 45 days of FDA approval of the first Licensed Product and $1,500,000 within 45 days of the first commercial sale of a Licensed Product in the Territory. There are also reduced milestone payments application to a second or third licensed product, if any. Should the company sublicense the a licensed product to a third party, then it must pay a 3.5% of sublicensing revenue attributable to such a sublicense.

Leases - Schedule of Lease Liabilities and Corresponding Right-of-use Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 17, 2021
Assets
Operating lease right-of-use assets	$ 1,403	$ 1,705
Total lease right-of-use assets	1,403	1,705	$ 2,153	$ 2,300
Current Liabilities
Operating lease liability, current portion	502	492	479
Noncurrent
Operating lease liability, net of current portion	999	1,313	$ 1,704
Total lease liabilities	$ 1,501	$ 1,805		$ 2,300
Weighted average remaining lease term:	3 years 29 days	3 years 9 months 29 days
Weighted average discount rate:	6.00%	6.00%

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 5,295,000	$ 20,196,000	$ 5,295,000	$ 20,196,000	$ 15,301,000	$ 28,675,000
Restricted cash	143,000	143,000	143,000	143,000	143,000	143,000
Accumulated deficit	$ (336,624,000)		(336,624,000)		(324,998,000)	(307,739,000)
Cash flow from operations			$ 11,982,000	7,675,000	$ 12,408,000	$ 8,453,000
Issuance of common stock	9,838,755		9,838,755		8,716,906	8,710,627
Dilutive effect	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Common stock equivalents excluded from computing diluted net loss per share			800,000	1,500,000	1,600,000	1,200,000
At The Market Facility [Member]
Summary Of Significant Accounting Policies [Line Items]
Issuance of common stock	934,621		934,621		0

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Summary of Significant Accounting Policies

9 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not necessarily include all information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at March 31, 2023 is derived from the Company’s audited consolidated balance sheet at that date.

The unaudited condensed consolidated financial statements include the accounts of Organovo and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of the Company’s financial position, results of operations, stockholders’ equity and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the Securities and Exchange Commission (“SEC”). Operating results for any interim period are not necessarily indicative of the operating results for any other interim period or the Company’s full fiscal year ending March 31, 2024 (see “Note 1. Description of Business”).

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared on the basis that we are a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had cash and cash equivalents of approximately $5.3 million, restricted cash of approximately $0.1 million and an accumulated deficit of approximately $336.6 million. The restricted cash was pledged as collateral for a letter of credit that the Company is required to maintain as a security deposit under the terms of the lease agreement for its facilities. The Company also had negative cash flows from operations of approximately $12.0 million during the nine months ended December 31, 2023.

Through December 31, 2023, the Company has financed its operations primarily through the sale of common stock through public and at-the-market (“ATM”) offerings, the private placement of equity securities, from revenue derived from the licensing of intellectual property, products and research service-based services, grants, and collaborative research agreements, and from the sale of convertible notes. During the nine months ended December 31, 2023, the Company issued 934,621 shares of its common stock through its ATM facility.

Based on the Company's current operating plan and available cash resources, it will need substantial additional funding to support future operating activities. The Company has concluded that the prevailing conditions and ongoing liquidity risks faced by it raise substantial doubt about its ability to continue as a going concern for at least one year following the date these financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As the Company continues its operations and is focusing its efforts on drug discovery and development, the Company will need to raise additional capital to implement this business plan. The Company cannot predict with certainty the exact amount or timing for any future capital raises. The Company will seek to raise additional capital through debt or equity financings, or through some other financing arrangement. However, the Company cannot be sure that additional financing will be available if and when needed, or that, if available, it can obtain financing on terms favorable to its stockholders. Any failure to obtain financing when required will have a material adverse effect on the Company’s business, operating results, and financial condition.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions.

Investments

Investments consist of investments in debt securities and investments in equity securities.

Investments in debt securities consist of investments in U.S. Treasury bills. All investments that have original maturities of three months or less are classified as cash equivalents on the Condensed Consolidated Balance Sheets. Prior to December 31, 2022, the Company classified certain investments as held-to-maturity. All investments previously classified as held-to-maturity matured prior to December 31, 2022. As of December 31, 2023 and March 31, 2023, all investments are classified as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. Available-for-sale debt securities are recorded at fair value. Any unrealized gains and losses are included in accumulated other comprehensive income as a component of stockholders' equity until realized. As U.S. Treasury bills have minimal risk, any declines in fair value are considered temporary.

Investments in equity securities consist of investments in the common stock of entities traded in active markets. The Company does not have the ability to exercise significant influence over any entities. Therefore, initial investments are recorded at cost, and are remeasured at fair value as of the balance sheet date. Any gains or losses resulting from the change in fair value are recorded in net income. The investments in equity securities are classified as current assets.

Fair value measurement

Financial assets and liabilities are measured at fair value, which is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Net Loss Per Share

Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options, shares reserved for purchase under the Company’s 2016 Employee Stock Purchase Plan (“2016 ESPP”), the assumed vesting of restricted stock units (“RSUs”), and shares subject to repurchase as the effect would be anti-dilutive. No dilutive effect was calculated for each of the three and nine months ended December 31, 2023 and 2022 as the Company reported a net loss for each respective period and the effect would have been anti-dilutive.

Common stock equivalents excluded from computing diluted net loss per share due to their anti-dilutive effect were approximately 0.8 million at December 31, 2023 and 1.5 million at December 31, 2022.

Revenue recognition

The Company has generated revenues from payments received from licensing intellectual property.

The Company has entered into a license agreement with a company that includes the following: (i) non-refundable upfront fees and (ii) royalties based on specified percentages of net product sales, if any. At the initiation of the agreement, the Company has analyzed whether it results in a contract with a customer under Topic 606.

The Company has considered a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the Company is a principal vs. agent, whether the elements are distinct performance obligations, whether there are determinable stand-alone prices, and whether any licenses are functional or symbolic. The Company has evaluated each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, non-refundable upfront fees have been considered fixed, while sales-based royalty payments have been identified as variable consideration which must be evaluated to determine if it has been constrained and, therefore, excluded from the transaction price. Please refer to “Note 6: Collaborative Research, Development, and License Agreements” for further information.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise stated, the Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

Investments and Fair Value Measurement - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Investments [Line Items]
Investments in debt securities	$ 2,000,000		$ 2,000,000		$ 4,900,000
Cash and cash equivalents	5,295,000	$ 20,196,000	5,295,000	$ 20,196,000	15,301,000	$ 28,675,000
Interest income on investments in debt securities			100,000		300,000
Purchase of equity securities			(0)	1,061,000	1,061,000	0
Sale of equity securities			718,000	0	384,000	0
Fair value of investment in equity securities	0		0		700,000
(Loss) gain on investment in equity securities	0	$ (48,000)	12,000	$ (123,000)	29,000	$ 0
Liquidation of equity securities			700,000
Maximum [Member]
Investments [Line Items]
Interest income on investments in debt securities	$ 100,000
Unrealized gains on investments in debt securities					100,000
Unrealized gain on investment in equity securities					$ 100,000
(Loss) gain on investment in equity securities			$ 100,000

Collaborative Research, Development, and License Agreements - Additional Information (Details) - USD ($)			1 Months Ended			3 Months Ended			9 Months Ended		12 Months Ended
	Dec. 05, 2022	Feb. 22, 2022	Jan. 31, 2022	May 31, 2011	Mar. 31, 2009	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2014
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total Revenues		$ 1,500,000				$ 5,000		$ 131,000	$ 80,000	$ 208,000	$ 370,000	$ 1,500,000
Licensing Agreements Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Amortization expense of licenses											$ 82,000	14,000
Weighted average remaining amortization period for all licenses											2 years
Annual amortization expense of licenses year 1											$ 3,000
Annual amortization expense of licenses year 2											3,000
Annual amortization expense of licenses year 3											3,000
Annual amortization expense of licenses year 4											3,000
Annual amortization expense of licenses year 5											3,000
BICO Group AB Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Nonrefundable upfront fee paid		1,500,000
Total Revenues		$ 1,500,000				5,000			$ 80,000		370,000
BICO Group AB Member \| Sales Based Royalties Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total Revenues						$ 33,000	$ 28,000
University of Missouri Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Royalty fees percentage minimum					1.00%
Royalty fees percentage maximum					3.00%
Minimum annual royalty paid			$ 25,000
Excess of minimum annual royalties payment											0	0
Upfront payment	$ 50,000										$ 0
University of Missouri Member \| Sublicense Agreements Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Percentage of royalty revenue from sublicensee									3.00%		3.00%
Clemson University Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Minimum annual royalty paid											$ 40,000	$ 40,000
Upfront payment									$ 0		$ 0
Minimum annual royalty payment due													$ 40,000	$ 20,000	$ 20,000
Clemson University Member \| Sublicense Agreements Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Percentage of royalty revenue from sublicensee									40.00%		40.00%
Clemson University Member \| Licensing Agreements Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Royalty fees percentage minimum				1.50%
Royalty fees percentage maximum				3.00%
Expected expiration year of license agreement				2024-05
Salk Institute for Biological Studies Member \| Licensing Agreements Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Royalty fees percentage minimum											1.00%
Royalty fees percentage maximum											1.125%
Percentage of sublicensing revenue											3.50%
Salk Institute for Biological Studies Member \| Licensing Agreements Member \| 45 days of Dosing of First Patient in a Phase III Clinical Trial Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Milestone payments											$ 500,000
Salk Institute for Biological Studies Member \| Licensing Agreements Member \| 45 days of FDA Approval of First Licensed Product Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Milestone payments											1,000,000
Salk Institute for Biological Studies Member \| Licensing Agreements Member \| 45 Days of First Commercial Sale of Licensed Product in Territory Member
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Milestone payments											$ 1,500,000

Investments and Fair Value Measurement - Summary of Investments in Debt Securities that are Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Investment in debt securities, Amortized costs basis	$ 1,995	$ 4,943
Investment in debt securities, Gross unrealized gains	0	2
Investment in debt securities, Gross unrealized losses	0	0
Investment in debt securities, Fair value	$ 1,995	$ 4,945

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 320
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

Nature of operations and basis of presentation

Organovo Holdings, Inc. (“Organovo Holdings,” “Organovo,” and the “Company”) is a biotechnology company that focuses on building high fidelity, 3D tissues that recapitulate key aspects of human disease. The Company uses these models to identify gene targets responsible for driving the disease and intends to initiate drug discovery programs around these validated targets. The Company is initially focusing on the intestine and has ongoing 3D tissue development efforts in ulcerative colitis (“UC”) and Crohn’s disease (“CD”). The Company intends to add additional tissues/diseases/targets to its portfolio over time. In line with these plans, the Company is building upon both its external and in house scientific expertise, which will be essential to its drug development effort.

The Company uses its proprietary technology to build functional 3D human tissues that mimic key aspects of native human tissue composition, architecture, function and disease. Organovo’s advances include cell type-specific compartments, prevalent intercellular tight junctions, and the formation of microvascular structures. Management believes these attributes can enable critical complex, multicellular disease models that can be used to develop clinically effective drugs across multiple therapeutic areas.

The Company’s NovoGen Bioprinters® are automated devices that enable the fabrication of 3D living tissues comprised of mammalian cells. The Company believes that the use of its bioprinting platform as well as complementary 3D technologies will allow it to develop an understanding of disease biology that leads to validated novel drug targets and therapeutics to those targets to treat disease.

The majority of the Company’s current focus is in inflammatory bowel disease (“IBD”), including CD and UC. The Company is creating high fidelity disease models, leveraging its prior work including the work found in its peer-reviewed publication on bioprinted intestinal tissues (Madden et al. Bioprinted 3D Primary Human Intestinal Tissues Model Aspects of Native Physiology and ADME/Tox Functions. iScience. 2018 Apr 27;2:156-167. doi: 10.1016/j.isci.2018.03.015.) The Company’s current understanding of intestinal tissue models and IBD disease models leads it to believe that it can create models that provide greater insight into the biology of these diseases than are generally currently available. Using these disease models, the Company intends to identify and validate novel therapeutic targets. After finding therapeutic drug targets, the Company intends to focus on developing novel small molecule, antibody, or other therapeutic drug candidates to treat the disease, and advance these novel drug candidates towards an Investigational New Drug (“IND”) filing and potential future clinical trials.

In March of 2023, the Company entered into and closed an asset purchase agreement with Metacrine, Inc to acquire their farnesoid X receptor ("FXR") program. FXR is a mediator of gastrointestinal ("GI") and liver diseases. FXR agonism has been tested in a variety of preclinical models of IBD. The acquired program contains two clinically tested compounds and over 2,000 discovery or preclinical compounds.

Except where specifically noted or the context otherwise requires, references to “Organovo Holdings”, “the Company”, and “Organovo” in these notes to the consolidated financial statements refers to Organovo Holdings, Inc. and its wholly owned subsidiaries, Organovo, Inc., and Opal Merger Sub, Inc.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared on the basis that we are a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2023, the Company had cash and cash equivalents of approximately $15.3 million, restricted cash of approximately $0.1 million and an accumulated deficit of approximately $325.0 million. The restricted cash was pledged as collateral for a letter of credit that the Company is required to maintain as a security deposit under the terms of the lease agreements for its facilities. The Company also had negative cash flows from operations of approximately $12.4 million during the year ended March 31, 2023.

Through March 31, 2023, the Company has financed its operations primarily through the sale of common stock through public and at-the-market (“ATM”) offerings, the private placement of equity securities, from revenue derived from the licensing of intellectual

property, products and research-based services, grants, and collaborative research agreements, and from the sale of convertible notes. During the year ended March 31, 2023, the Company issued zero shares of its common stock through its ATM facility.

Based on our current operating plan and available cash resources, we will need substantial additional funding to support future operating activities. We have concluded that the prevailing conditions and ongoing liquidity risks faced by us raise substantial doubt about our ability to continue as a going concern for at least one year following the date these financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. As the Company continues its operations and is focusing its efforts on drug discovery and development, the Company will need to raise additional capital to implement this business plan. The Company cannot predict with certainty the exact amount or timing for any future capital raises. The Company will seek to raise additional capital through debt or equity financings, or through some other financing arrangement. However, the Company cannot be sure that additional financing will be available if and when needed, or that, if available, it can obtain financing on terms favorable to its stockholders. Any failure to obtain financing when required will have a material adverse effect on the Company’s business, operating results, and financial condition.

Use of estimates

Investments

Investments consist of investments in debt securities and investments in equity securities.

Investments in debt securities consist of investments in U.S. Treasury bills. As of March 31, 2023, all investments that have original maturities of three months or less are classified as cash equivalents on the Consolidated Balance Sheets. Prior to March 31, 2023, the Company classified certain investments as held-to-maturity. All investments previously classified as held-to-maturity matured prior to March 31, 2023. As of March 31, 2023, all investments are classified as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. Available-for-sale debt securities are recorded at fair value. Any unrealized gains and losses are included in accumulated other comprehensive income as a component of stockholders' equity until realized. As U.S. Treasury bills are risk-free, any declines in fair value are considered temporary.

Fair value measurement

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses and other assets, accounts payable, accrued expenses, the carrying amounts are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Restricted cash

As of March 31, 2023 and 2022, the Company had approximately $0.1 million of restricted cash, respectively, deposited with a financial institution. The entire amount was held in certificates of deposit to support a letter of credit agreement related to the Company’s facility leases entered into in November 2020 and amended in November 2021.

Fixed assets and depreciation

Fixed assets are carried at cost. Expenditures that extend the life of the asset are capitalized and depreciated. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets or, in the case of leasehold improvements, over the lesser of the useful life of the related asset or the remaining lease term. The estimated useful lives of the fixed assets range between one and seven years.

Impairment of long-lived assets

In accordance with authoritative guidance, the Company reviews its long-lived assets, including fixed assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates whether future undiscounted net cash flows will be less than the carrying amount of the assets and adjusts the carrying amount of its assets to fair value. Management has determined that no impairment of long-lived assets occurred as of March 31, 2023 and 2022.

Research and development

Research and development expenses, including direct and allocated expenses, consist of independent research and development costs, as well as costs associated with sponsored research and development. Research and development costs are expensed as incurred.

Acquired in-process research and development

The Company has acquired drug candidates in development. The costs to acquire a drug candidate are immediately expensed as acquired in-process research and development, provided that the drug candidate has no alternative future use. Acquired in-process research and development expenses are included in total research and development expenses on the Consolidated Statements of Operations and Other Comprehensive Loss.

FXR Program

In March 2023, the Company acquired Metacrine's FXR program for $4.0 million. The FXR program was determined to have no alternative future use, and therefore was considered acquired in-process research and development and fully expensed. For the year ended March 31, 2023, the Company paid a $2.0 million upfront payment, and the remaining $2.0 million will be paid in the next fiscal year (see detail in "Note 4. Accrued Expenses") upon final transfer of the drug compounds, related data, and IP.

Income taxes

Deferred income taxes are recognized for the tax consequences in future years for differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the year and the change during the year in deferred tax assets and liabilities. The Company’s policy regarding uncertainty in income taxes is pursuant to ASC 740-10. Interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits is recognized as a component of income tax expense.

Revenue recognition

The Company has generated revenues from payments received from licensing intellectual property.

The Company has considered a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the Company is a principal vs. agent, whether the elements are distinct performance obligations, whether there are determinable stand-alone prices, and whether any licenses are functional or symbolic. The Company has evaluated each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, non-refundable upfront fees have been considered fixed, while sales-based royalty payments have been identified as variable consideration which must be evaluated to determine if it has been constrained and, therefore, excluded from the transaction price. Please refer to “Note 5: Collaborative Research, Development, and License Agreements” for further information.

Stock-based compensation

The Company accounts for stock-based compensation in accordance with the ASC Topic 718, Compensation — Stock Compensation, which establishes accounting for equity instruments exchanged for employee and non-employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award (determined using either the Black-Scholes or Monte Carlo option-pricing models, depending on the complexity of the equity grant), and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant).

Comprehensive income (loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss).

Net loss per share

Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options and warrants, shares reserved for purchase under the Company’s 2016 Employee Stock Purchase Plan (“ESPP”), the assumed release of restriction of restricted stock units (“RSUs”), and shares subject to repurchase as the effect would be anti-dilutive. No dilutive effect was calculated for the years ended March 31, 2023 and 2022 as the Company reported a net loss for each respective period and the effect would have been anti-dilutive.

Common stock equivalents excluded from computing diluted net loss per share were approximately 1.6 million shares and 1.2 million shares for the years ended March 31, 2023 and 2022, respectively.

Condensed Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenues
Total Revenues	$ 5	$ 131	$ 80	$ 208	$ 370	$ 1,500
Revenue From Contract With Customer Product And Service [Extensible List]	us-gaap:RoyaltyMember	us-gaap:RoyaltyMember	us-gaap:RoyaltyMember	us-gaap:RoyaltyMember	us-gaap:RoyaltyMember	us-gaap:RoyaltyMember
Research and development expenses	$ 1,434	$ 1,185	$ 4,435	$ 3,436	$ 8,885	$ 3,320
Selling, general, and administrative expenses	2,251	2,305	7,635	6,724	9,216	9,659
Total costs and expenses	3,685	3,490	12,070	10,160	18,101	12,979
Loss from Operations	(3,680)	(3,359)	(11,990)	(9,952)	(17,731)	(11,479)
Other Income (Expense)
Loss on fixed asset disposals					(9)	0
(Loss) gain on investment in equity securities	0	(48)	12	(123)	29	0
Interest income	76	143	354	277	454	8
Other income					0	25
Total Other Income	76	95	366	154	474	33
Income Tax Expense	0	0	(2)	(2)	(2)	(2)
Net Loss	(3,604)	(3,264)	(11,626)	(9,800)	(17,259)	(11,448)
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale debt securities	0	3	(1)	3	2	0
Comprehensive Loss	$ (3,604)	$ (3,261)	$ (11,627)	$ (9,797)	$ (17,257)	$ (11,448)
Net loss per common share basic	$ (0.4)	$ (0.37)	$ (1.31)	$ (1.13)	$ (1.98)	$ (1.32)
Net loss per common share diluted	$ (0.4)	$ (0.37)	$ (1.31)	$ (1.13)	$ (1.98)	$ (1.32)
Weighted average shares used in computing net loss per common share basic	9,115,455	8,713,617	8,850,881	8,712,294	8,713,032	8,703,596
Weighted average shares used in computing net loss per common share diluted	9,115,455	8,713,617	8,850,881	8,712,294	8,713,032	8,703,596

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Reconciliation of Statutory Federal Rate and Effective Rate for Operations

A reconciliation of the statutory federal rate and the effective rate, for operations, is as follows for the years ended March 31, 2023 and 2022 (in thousands, except percentages):


	March 31, 2023				March 31, 2022
Tax computed at federal statutory rate	$	(3,624	)	21%	$	(2,404	)	21%
State income tax, net of federal benefit		(44	)	0.2%		(6	)	0%
Stock-based compensation		167		-1%		1,857		-16.2%
Research credits		60		-0.4%		(249	)	2.1%
Change in tax rate		157		-0.9%		454		-4.0%
Removal of net operating losses and research development credits		1,410		-8.2%		2,269		-19.8%
Other		1		0%		20		-0.1%
Valuation allowance		1,873		-10.7%		(1,941	)	16.9%
Provision (benefit) for income taxes	$	—		0.0%	$	—		0.0%

Summary of Net Deferred Tax Assets

Significant components of the Company’s net deferred tax assets are as follows as of March 31, 2023 and 2022 (in thousands, except percentages):


	March 31, 2023			March 31, 2022
Deferred tax assets:
Amortization	$	598		$	—
Section 174 R&D capitalization		855			—
Accrued expenses and reserves		116			110
Operating lease liability		384			611
Stock-based compensation		755			554
Inventory		251			—
Other, net		3			3
Total deferred tax assets		2,962			1,278
Valuation allowance		(2,458	)		(583	)
Net deferred tax assets	$	504		$	695
Deferred tax liabilities:
Operating lease right-of-use assets		(363	)		(603	)
Depreciation		(135	)		(92	)
Investment in equity securities		(6	)		—
Total deferred tax liabilities	$	(504	)	$	(695	)
	$	—		$	—

Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023	Mar. 31, 2023
Accounting Policies [Abstract]
Nature of operations and basis of presentation		Nature of operations and basis of presentation Organovo Holdings, Inc. (“Organovo Holdings,” “Organovo,” and the “Company”) is a biotechnology company that focuses on building high fidelity, 3D tissues that recapitulate key aspects of human disease. The Company uses these models to identify gene targets responsible for driving the disease and intends to initiate drug discovery programs around these validated targets. The Company is initially focusing on the intestine and has ongoing 3D tissue development efforts in ulcerative colitis (“UC”) and Crohn’s disease (“CD”). The Company intends to add additional tissues/diseases/targets to its portfolio over time. In line with these plans, the Company is building upon both its external and in house scientific expertise, which will be essential to its drug development effort. The Company uses its proprietary technology to build functional 3D human tissues that mimic key aspects of native human tissue composition, architecture, function and disease. Organovo’s advances include cell type-specific compartments, prevalent intercellular tight junctions, and the formation of microvascular structures. Management believes these attributes can enable critical complex, multicellular disease models that can be used to develop clinically effective drugs across multiple therapeutic areas. The Company’s NovoGen Bioprinters® are automated devices that enable the fabrication of 3D living tissues comprised of mammalian cells. The Company believes that the use of its bioprinting platform as well as complementary 3D technologies will allow it to develop an understanding of disease biology that leads to validated novel drug targets and therapeutics to those targets to treat disease. The majority of the Company’s current focus is in inflammatory bowel disease (“IBD”), including CD and UC. The Company is creating high fidelity disease models, leveraging its prior work including the work found in its peer-reviewed publication on bioprinted intestinal tissues (Madden et al. Bioprinted 3D Primary Human Intestinal Tissues Model Aspects of Native Physiology and ADME/Tox Functions. iScience. 2018 Apr 27;2:156-167. doi: 10.1016/j.isci.2018.03.015.) The Company’s current understanding of intestinal tissue models and IBD disease models leads it to believe that it can create models that provide greater insight into the biology of these diseases than are generally currently available. Using these disease models, the Company intends to identify and validate novel therapeutic targets. After finding therapeutic drug targets, the Company intends to focus on developing novel small molecule, antibody, or other therapeutic drug candidates to treat the disease, and advance these novel drug candidates towards an Investigational New Drug (“IND”) filing and potential future clinical trials. In March of 2023, the Company entered into and closed an asset purchase agreement with Metacrine, Inc to acquire their farnesoid X receptor ("FXR") program. FXR is a mediator of gastrointestinal ("GI") and liver diseases. FXR agonism has been tested in a variety of preclinical models of IBD. The acquired program contains two clinically tested compounds and over 2,000 discovery or preclinical compounds. The Company expects to broaden its work into additional therapeutic areas over time and is currently exploring specific tissues for development. In the Company’s work to identify the areas of interest, it evaluates areas that might be better served with 3D disease models than currently available models as well as the potential commercial opportunity. Except where specifically noted or the context otherwise requires, references to “Organovo Holdings”, “the Company”, and “Organovo” in these notes to the consolidated financial statements refers to Organovo Holdings, Inc. and its wholly owned subsidiaries, Organovo, Inc., and Opal Merger Sub, Inc.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not necessarily include all information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at March 31, 2023 is derived from the Company’s audited consolidated balance sheet at that date. The unaudited condensed consolidated financial statements include the accounts of Organovo and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of the Company’s financial position, results of operations, stockholders’ equity and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the Securities and Exchange Commission (“SEC”). Operating results for any interim period are not necessarily indicative of the operating results for any other interim period or the Company’s full fiscal year ending March 31, 2024 (see “Note 1. Description of Business”).
Liquidity and Going Concern	Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that we are a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had cash and cash equivalents of approximately $5.3 million, restricted cash of approximately $0.1 million and an accumulated deficit of approximately $336.6 million. The restricted cash was pledged as collateral for a letter of credit that the Company is required to maintain as a security deposit under the terms of the lease agreement for its facilities. The Company also had negative cash flows from operations of approximately $12.0 million during the nine months ended December 31, 2023. Through December 31, 2023, the Company has financed its operations primarily through the sale of common stock through public and at-the-market (“ATM”) offerings, the private placement of equity securities, from revenue derived from the licensing of intellectual property, products and research service-based services, grants, and collaborative research agreements, and from the sale of convertible notes. During the nine months ended December 31, 2023, the Company issued 934,621 shares of its common stock through its ATM facility. Based on the Company's current operating plan and available cash resources, it will need substantial additional funding to support future operating activities. The Company has concluded that the prevailing conditions and ongoing liquidity risks faced by it raise substantial doubt about its ability to continue as a going concern for at least one year following the date these financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As the Company continues its operations and is focusing its efforts on drug discovery and development, the Company will need to raise additional capital to implement this business plan. The Company cannot predict with certainty the exact amount or timing for any future capital raises. The Company will seek to raise additional capital through debt or equity financings, or through some other financing arrangement. However, the Company cannot be sure that additional financing will be available if and when needed, or that, if available, it can obtain financing on terms favorable to its stockholders. Any failure to obtain financing when required will have a material adverse effect on the Company’s business, operating results, and financial condition.	Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that we are a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2023, the Company had cash and cash equivalents of approximately $15.3 million, restricted cash of approximately $0.1 million and an accumulated deficit of approximately $325.0 million. The restricted cash was pledged as collateral for a letter of credit that the Company is required to maintain as a security deposit under the terms of the lease agreements for its facilities. The Company also had negative cash flows from operations of approximately $12.4 million during the year ended March 31, 2023. Through March 31, 2023, the Company has financed its operations primarily through the sale of common stock through public and at-the-market (“ATM”) offerings, the private placement of equity securities, from revenue derived from the licensing of intellectual property, products and research-based services, grants, and collaborative research agreements, and from the sale of convertible notes. During the year ended March 31, 2023, the Company issued zero shares of its common stock through its ATM facility. Based on our current operating plan and available cash resources, we will need substantial additional funding to support future operating activities. We have concluded that the prevailing conditions and ongoing liquidity risks faced by us raise substantial doubt about our ability to continue as a going concern for at least one year following the date these financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. As the Company continues its operations and is focusing its efforts on drug discovery and development, the Company will need to raise additional capital to implement this business plan. The Company cannot predict with certainty the exact amount or timing for any future capital raises. The Company will seek to raise additional capital through debt or equity financings, or through some other financing arrangement. However, the Company cannot be sure that additional financing will be available if and when needed, or that, if available, it can obtain financing on terms favorable to its stockholders. Any failure to obtain financing when required will have a material adverse effect on the Company’s business, operating results, and financial condition.
Use of estimates	Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions.	Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions.
Investments	Investments Investments consist of investments in debt securities and investments in equity securities. Investments in debt securities consist of investments in U.S. Treasury bills. All investments that have original maturities of three months or less are classified as cash equivalents on the Condensed Consolidated Balance Sheets. Prior to December 31, 2022, the Company classified certain investments as held-to-maturity. All investments previously classified as held-to-maturity matured prior to December 31, 2022. As of December 31, 2023 and March 31, 2023, all investments are classified as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. Available-for-sale debt securities are recorded at fair value. Any unrealized gains and losses are included in accumulated other comprehensive income as a component of stockholders' equity until realized. As U.S. Treasury bills have minimal risk, any declines in fair value are considered temporary. Investments in equity securities consist of investments in the common stock of entities traded in active markets. The Company does not have the ability to exercise significant influence over any entities. Therefore, initial investments are recorded at cost, and are remeasured at fair value as of the balance sheet date. Any gains or losses resulting from the change in fair value are recorded in net income. The investments in equity securities are classified as current assets.	Investments Investments consist of investments in debt securities and investments in equity securities. Investments in debt securities consist of investments in U.S. Treasury bills. As of March 31, 2023, all investments that have original maturities of three months or less are classified as cash equivalents on the Consolidated Balance Sheets. Prior to March 31, 2023, the Company classified certain investments as held-to-maturity. All investments previously classified as held-to-maturity matured prior to March 31, 2023. As of March 31, 2023, all investments are classified as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. Available-for-sale debt securities are recorded at fair value. Any unrealized gains and losses are included in accumulated other comprehensive income as a component of stockholders' equity until realized. As U.S. Treasury bills are risk-free, any declines in fair value are considered temporary. Investments in equity securities consist of investments in the common stock of entities traded in active markets. The Company does not have the ability to exercise significant influence over any entities. Therefore, initial investments are recorded at cost, and are remeasured at fair value as of the balance sheet date. Any gains or losses resulting from the change in fair value are recorded in net income. The investments in equity securities are classified as current assets.
Fair value measurement	Fair value measurement Financial assets and liabilities are measured at fair value, which is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.	Fair value measurement Financial assets and liabilities are measured at fair value, which is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Financial instruments		Financial instruments For certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses and other assets, accounts payable, accrued expenses, the carrying amounts are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.
Cash and cash equivalents		Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Restricted cash		Restricted cash As of March 31, 2023 and 2022, the Company had approximately $0.1 million of restricted cash, respectively, deposited with a financial institution. The entire amount was held in certificates of deposit to support a letter of credit agreement related to the Company’s facility leases entered into in November 2020 and amended in November 2021.
Fixed assets and depreciation		Fixed assets and depreciation Fixed assets are carried at cost. Expenditures that extend the life of the asset are capitalized and depreciated. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets or, in the case of leasehold improvements, over the lesser of the useful life of the related asset or the remaining lease term. The estimated useful lives of the fixed assets range between one and seven years.
Impairment of long-lived assets		Impairment of long-lived assets In accordance with authoritative guidance, the Company reviews its long-lived assets, including fixed assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates whether future undiscounted net cash flows will be less than the carrying amount of the assets and adjusts the carrying amount of its assets to fair value. Management has determined that no impairment of long-lived assets occurred as of March 31, 2023 and 2022.
Research and development		Research and development Research and development expenses, including direct and allocated expenses, consist of independent research and development costs, as well as costs associated with sponsored research and development. Research and development costs are expensed as incurred.
Acquired in-process research and development		Acquired in-process research and development The Company has acquired drug candidates in development. The costs to acquire a drug candidate are immediately expensed as acquired in-process research and development, provided that the drug candidate has no alternative future use. Acquired in-process research and development expenses are included in total research and development expenses on the Consolidated Statements of Operations and Other Comprehensive Loss. FXR Program In March 2023, the Company acquired Metacrine's FXR program for $4.0 million. The FXR program was determined to have no alternative future use, and therefore was considered acquired in-process research and development and fully expensed. For the year ended March 31, 2023, the Company paid a $2.0 million upfront payment, and the remaining $2.0 million will be paid in the next fiscal year (see detail in "Note 4. Accrued Expenses") upon final transfer of the drug compounds, related data, and IP.
Income taxes		Income taxes Deferred income taxes are recognized for the tax consequences in future years for differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the year and the change during the year in deferred tax assets and liabilities. The Company’s policy regarding uncertainty in income taxes is pursuant to ASC 740-10. Interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits is recognized as a component of income tax expense.
Revenue recognition	Revenue recognition The Company has generated revenues from payments received from licensing intellectual property. The Company has entered into a license agreement with a company that includes the following: (i) non-refundable upfront fees and (ii) royalties based on specified percentages of net product sales, if any. At the initiation of the agreement, the Company has analyzed whether it results in a contract with a customer under Topic 606. The Company has considered a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the Company is a principal vs. agent, whether the elements are distinct performance obligations, whether there are determinable stand-alone prices, and whether any licenses are functional or symbolic. The Company has evaluated each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, non-refundable upfront fees have been considered fixed, while sales-based royalty payments have been identified as variable consideration which must be evaluated to determine if it has been constrained and, therefore, excluded from the transaction price. Please refer to “Note 6: Collaborative Research, Development, and License Agreements” for further information.	Revenue recognition The Company has generated revenues from payments received from licensing intellectual property. The Company has entered into a license agreement with a company that includes the following: (i) non-refundable upfront fees and (ii) royalties based on specified percentages of net product sales, if any. At the initiation of the agreement, the Company has analyzed whether it results in a contract with a customer under Topic 606. The Company has considered a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the Company is a principal vs. agent, whether the elements are distinct performance obligations, whether there are determinable stand-alone prices, and whether any licenses are functional or symbolic. The Company has evaluated each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, non-refundable upfront fees have been considered fixed, while sales-based royalty payments have been identified as variable consideration which must be evaluated to determine if it has been constrained and, therefore, excluded from the transaction price. Please refer to “Note 5: Collaborative Research, Development, and License Agreements” for further information.
Stock-based compensation		Stock-based compensation The Company accounts for stock-based compensation in accordance with the ASC Topic 718, Compensation — Stock Compensation, which establishes accounting for equity instruments exchanged for employee and non-employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award (determined using either the Black-Scholes or Monte Carlo option-pricing models, depending on the complexity of the equity grant), and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant).
Comprehensive income (loss)		Comprehensive income (loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss).
Net loss per share	Net Loss Per Share Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options, shares reserved for purchase under the Company’s 2016 Employee Stock Purchase Plan (“2016 ESPP”), the assumed vesting of restricted stock units (“RSUs”), and shares subject to repurchase as the effect would be anti-dilutive. No dilutive effect was calculated for each of the three and nine months ended December 31, 2023 and 2022 as the Company reported a net loss for each respective period and the effect would have been anti-dilutive. Common stock equivalents excluded from computing diluted net loss per share due to their anti-dilutive effect were approximately 0.8 million at December 31, 2023 and 1.5 million at December 31, 2022.	Net loss per share Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options and warrants, shares reserved for purchase under the Company’s 2016 Employee Stock Purchase Plan (“ESPP”), the assumed release of restriction of restricted stock units (“RSUs”), and shares subject to repurchase as the effect would be anti-dilutive. No dilutive effect was calculated for the years ended March 31, 2023 and 2022 as the Company reported a net loss for each respective period and the effect would have been anti-dilutive. Common stock equivalents excluded from computing diluted net loss per share were approximately 1.6 million shares and 1.2 million shares for the years ended March 31, 2023 and 2022, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise stated, the Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.	From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise stated, the Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

Fixed Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 211,000	$ 128,000

Accrued Expenses

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Note 4. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31, 2023		March 31, 2023
Accrued compensation	$	439	$	609
Accrued legal and professional fees		97		193
Acquired in-process research and development		—		2,000
Other accrued expenses		191		46
	$	727	$	2,848

Note 4. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31, 2023		March 31, 2022
Accrued compensation	$	609	$	434
Accrued legal and professional fees		193		27
Acquired in-process research and development		2,000		—
Other accrued expenses		46		28
	$	2,848	$	489

Defined Contribution Plan - Additional Information (Details) - USD ($)	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Retirement Benefits [Abstract]
Percentage of employees contribution	6.00%
Administration expenses	$ 10,000	$ 25,000

Stockholders' Equity - Fair Value of Employee Stock Purchase Plan (Parenthetical) (Details)	Mar. 31, 2023 Participant
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Participants enrolled into the employee stock purchase plan	0
2016 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Participants enrolled into the employee stock purchase plan	0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stockholders' Equity

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Equity [Abstract]

Stockholders' Equity

Note 5. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock. There are no shares of preferred stock currently outstanding, and the Company has no current plans to issue shares of preferred stock.

Common Stock

In March 2021, the Company's Board of Directors ("Board") approved the 2021 Inducement Equity Incentive Plan ("Inducement Plan"). The Inducement Plan authorized the issuance of up to 750,000 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares, and other stock or cash awards. The only persons eligible to receive grants under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. The Company also committed to reducing the aggregate number of shares of its common stock issuable pursuant to the Inducement Plan from 750,000 shares to 51,000 shares (which includes 50,000 shares of its common stock issuable pursuant to an outstanding option to purchase common stock with an exercise price of $2.75 per share, leaving only 1,000 shares available for future issuance under the Inducement Plan) and the share reserve was reduced accordingly effective October 12, 2022. As of December 31, 2023, there were 1,000 shares available for future grant under the Inducement Plan.

On October 12, 2022, the Company's stockholders and the Board approved the 2022 Equity Incentive Plan ("2022 Plan"), and it became effective on that date. The 2022 Plan replaced the Amended and Restated 2012 Equity Incentive Plan ("2012 Plan") on the effective date. Upon the effective date, the Company ceased granting awards under the 2012 Plan and any shares remaining available for future issuance under the 2012 Plan were cancelled and are no longer available for future issuance. The 2012 Plan continues to govern awards previously granted under it. At the time the Board approved the 2022 Plan, an aggregate of 1,363,000 shares of the Company’s common stock was initially reserved for issuance under the 2022 Plan. The Company committed to reducing the 2022 Plan share reserve by the number of shares that were granted under the 2012 Plan and the Inducement Plan between July 25, 2022 and October 12, 2022. From July 25, 2022 to October 12, 2022, the Company issued 126,262 shares of its common stock under the 2012 Plan. As a result, the number of shares initially reserved for future issuance under the 2022 Plan was 1,236,738 shares of common stock.

The Company previously had an effective shelf registration statement on Form S-3 (File No. 333-222929), declared effective by the SEC on February 22, 2018 (the “2018 Shelf”), which registered $100.0 million of common stock, preferred stock, warrants and units, or any combination of the foregoing, that expired on February 22, 2021. On January 19, 2021, the Company filed a shelf registration statement on Form S-3 (File No. 333-252224) to register $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants and units, or any combination of the foregoing (the “2021 Shelf”). The 2021 Shelf was declared effective by the SEC on January 29, 2021 and replaced the 2018 Shelf at that time. On January 26, 2024, the Company filed a new shelf registration statement on Form S-3 (File No. 333-276722) to register $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants and units, or any combination of the foregoing (the “2024 Shelf”). The 2024 Shelf has not yet been declared effective by the SEC.

On March 16, 2018, the Company entered into a Sales Agreement (“Sales Agreement”) with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”). On January 29, 2021, the Company filed a prospectus supplement to the 2021 Shelf (the “2021 ATM Prospectus Supplement”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of its common stock in ATM sales transactions having an aggregate offering price of up to $50.0 million. Any shares offered and sold will be issued pursuant to the 2021 Shelf until it is replaced by the 2024 Shelf. During each of the three and nine months ended December 31, 2023, the Company issued 934,621 shares of common stock in ATM offerings under the 2021 ATM Prospectus Supplement. As of December 31, 2023, the Company had sold an aggregate of 2,515,483 shares of common stock in ATM offerings, with gross proceeds of approximately $22.9 million. As of December 31, 2023, there was approximately $100.0 million available for future offerings under the 2021 Shelf (excluding amounts available but not yet issued under the ATM Prospectus Supplement), and approximately $27.1 million available for future offerings through the Company’s ATM program under the 2021 ATM Prospectus Supplement. On January 26, 2024, the Company filed a prospectus to the 2024 Shelf (the “2024 ATM Prospectus”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of its common stock in ATM sales transactions having an aggregate offering price of up to $2,605,728. Any shares offered and sold in these ATM sales transactions will be issued pursuant to the 2024 Shelf.

Restricted Stock Units

The following table summarizes the Company’s RSUs activity for the nine months ended December 31, 2023:


	Number of Shares			Weighted Average Price
Unvested at March 31, 2023		127,717		$	2.22
Granted		117,642		$	1.39
Vested		(121,467	)	$	1.81
Cancelled / forfeited		—		$	—
Unvested at December 31, 2023		123,892		$	1.84

Stock Options

During the three and nine months ended December 31, 2023, under the 2022 Plan, 40,000 and 171,257 stock options were granted at various exercise prices, respectively.

On August 28, 2023, the Company's Executive Chairman voluntarily forfeited 462,500 outstanding stock options, of which 312,918 were unvested and therefore cancelled, and 149,582 were vested and therefore expired. The forfeited stock option awards were not replaced by other awards or other compensation and there is no plan to replace the forfeited awards. Therefore, all previous unrecognized compensation expense associated with the forfeited awards, approximately $519,000, was recognized as a selling, general, and administrative expense on the date of forfeiture.

The following table summarizes the Company’s stock option activity from March 31, 2023 to December 31, 2023:


	Options Outstanding			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at March 31, 2023		1,451,217		$	6.49	$	38,327
Options granted		171,257		$	1.72	$	—
Options cancelled / forfeited		(593,384	)	$	7.10	$	—
Options expired		(333,631	)	$	7.42	$	—
Outstanding at December 31, 2023		695,459		$	4.35	$	—
Vested and Exercisable at December 31, 2023		381,029		$	5.83	$	—

The weighted average remaining contractual term of stock options exercisable and outstanding at December 31, 2023 was approximately 7.36 years.

Employee Stock Purchase Plan

In June 2016, the Board adopted, and in August 2016, the Company’s stockholders subsequently approved, the 2016 ESPP. The Company reserved 75,000 shares of common stock for issuance thereunder. As of October 31, 2023, the 2016 ESPP was replaced by the 2023 ESPP (as defined below).

In July 2023, the Board adopted, and on October 31, 2023, the Company's stockholders subsequently approved, the 2023 Employee Stock Purchase Plan (the "2023 ESPP"). The 2023 ESPP became effective on October 31, 2023 and replaced the 2016 ESPP on that date. The Company reserved 45,000 shares of common stock for issuance thereunder. The 2023 ESPP permits employees to purchase common stock through payroll deductions, limited to 15 percent of each employee’s compensation up to $25,000 per employee per year or 500 shares per employee per six-month purchase period. Shares under the 2023 ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period. The initial offering under the 2023 ESPP will commence in March 2024.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following at December 31, 2023:


Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan			440,591
Common stock reserved under the 2012 Plan			—
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan			204,868
Common stock reserved under the 2022 Plan			1,643,798
Common stock reserved under the 2023 ESPP			45,000
Common stock reserved under the 2021 Inducement Equity Plan			1,000
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan			6,250
Common stock issuable pursuant to restricted stock units outstanding under the 2022 Plan			117,642
Common stock issuable pursuant to options outstanding and reserved under the Inducement Plan			50,000
Total at December 31, 2023			2,509,149

Stock-based Compensation Expense and Valuation Information

Stock-based awards include stock options and RSUs under the 2022 Plan, 2012 Plan, Inducement Plan, and rights to purchase stock under the 2023 ESPP. The Company calculates the grant date fair value of all stock-based awards in determining the stock-based compensation expense.

Stock-based compensation expense for all stock-based awards consists of the following (in thousands):


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Research and development	$	40	$	117	$	87	$	363
General and administrative		117		427		1,220		1,514
Total	$	157	$	544	$	1,307	$	1,877

The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2023 was approximately $0.6 million and the weighted average period over which these grants are expected to vest is 2.30 years.

The total unrecognized compensation cost related to unvested RSUs as of December 31, 2023 was $0.2 million, which will be recognized over a weighted average period of 0.97 years.

The Company uses either the Black-Scholes or Monte Carlo option-pricing models to calculate the fair value of stock options, depending on the complexity of the equity grants. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The assumed dividend yield is based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption is based on U.S. Treasury rates. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The measurement and classification of share-based payments to non-employees is consistent with the measurement and classification of share-based payments to employees. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:


	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Dividend yield		—			—			—			—
Volatility		100.31	%		95.93	%		98.93	%		95.43	%
Risk-free interest rate		4.66	%		3.97	%		4.12	%		3.21	%
Expected life of options	6.00 years			6.00 years			6.00 years			6.00 years
Weighted average grant date fair value	$	1.16		$	1.23		$	1.38		$	1.96

The fair value of each RSU is recognized as stock-based compensation expense over the vesting term of the award. The fair value is based on the closing stock price on the date of the grant.

The Company uses the Black-Scholes valuation model to calculate the fair value of shares issued pursuant to the 2016 ESPP and the 2023 ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions:


	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	December 31, 2023*			December 31, 2022*			December 31, 2023*			December 31, 2022
Dividend yield		—			—			—			—
Volatility		0.00	%		0.00	%		0.00	%		86.58	%
Risk-free interest rate		0.00	%		0.00	%		0.00	%		3.34	%
Expected term		—			—			—		6 months
Grant date fair value	$	—		$	—		$	—		$	0.82

*There were no participants in the 2016 ESPP or the 2023 ESPP for the purchase periods beginning September 1, 2022, March 1, 2023 or September 1, 2023.

The assumed dividend yield is based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption is based on U.S. Treasury rates. The expected life is the 6-month purchase period.

Note 6. Stockholders’ Equity

Preferred stock

The Company is authorized to issue 25,000,000 shares of preferred stock. There are no shares of preferred stock currently outstanding, and the Company has no present plans to issue shares of preferred stock.

Common stock

In January 2012, the Board approved the 2012 Plan. The 2012 Plan authorized the issuance of up to 327,699 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares, and other stock or cash awards. The Board and stockholders of the Company approved an amendment to the 2012 Plan in August 2013 to increase the number of shares of common stock that may be issued under the 2012 Plan by 250,000 shares. In August 2015, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 300,000 shares. In July 2018, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 550,000 shares. In October 2021, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 900,000, bringing the

aggregate shares issuable under the 2012 Plan to 2,327,699. The 2012 Plan as amended and restated became effective on July 26, 2018 and terminates ten years after such date.

In March 2021, the Board approved the Inducement Plan. The Inducement Plan authorized the issuance of up to 750,000 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares, and other stock or cash awards. In February 2022, 50,000 incentive stock options were issued under the Inducement Plan.

On October 12, 2022, the Company's stockholders and the Board approved the 2022 Plan, and it became effective on that date. The 2022 Plan replaced the 2012 Plan on the effective date. Upon the effective date, the Company ceased granting awards under the 2012 Plan and any shares remaining available for future issuance under the 2012 Plan were cancelled and are no longer available for future issuance. The 2012 Plan continues to govern awards previously granted under it. At the time the Board approved the 2022 Plan, an aggregate of 1,363,000 shares of the Company’s common stock was initially reserved for issuance under the 2022 Plan. The Company committed to reducing the new 2022 Plan share reserve by the number of shares that were granted under the 2012 Plan and the Inducement Plan between July 25, 2022 and October 12, 2022. From July 25, 2022 to October 12, 2022, the Company issued 126,262 shares of its common stock under the 2012 Plan. As a result, the number of shares reserved for future issuance under the 2022 Plan is 1,236,738 shares of common stock. The Company also committed to reducing the aggregate number of shares of its common stock issuable pursuant to the Inducement Plan from 750,000 shares to 51,000 shares (which includes 50,000 shares of its common stock issuable pursuant to an outstanding option to purchase common stock with an exercise price of $2.75 per share, leaving only 1,000 shares available for future issuance under the Inducement Plan) and the share reserve was reduced effective October 12, 2022.

The Company previously had an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus previously declared effective by the SEC on February 22, 2018 (the “2018 Shelf”), which registered $100.0 million of common stock, preferred stock, warrants and units, or any combination of the foregoing, that was set to expire on February 22, 2021. On January 19, 2021, the Company filed a shelf registration statement on Form S-3 (File No. 333-252224) to register $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants and units, or any combination of the foregoing (the “2021 Shelf”) and a related prospectus. The 2021 Shelf was declared effective by the SEC on January 29, 2021 and replaced the 2018 Shelf at that time.

On March 16, 2018, the Company entered into a Sales Agreement (“Sales Agreement”) with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”). On January 29, 2021, the Company filed a prospectus supplement to the 2021 Shelf (the “ATM Prospectus Supplement”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock in ATM sales transactions having an aggregate offering price of up to $50.0 million. Any shares offered and sold will be issued pursuant to the 2021 Shelf. During the year ended March 31, 2023, the Company issued zero shares of common stock in ATM offerings under the ATM Prospectus Supplement. As of March 31, 2023, the Company has sold an aggregate of 1,580,862 shares of common stock in ATM offerings under the ATM Prospectus Supplement, with gross proceeds of approximately $21.7 million. As of March 31, 2023, there was approximately $100.0 million available for future offerings under the 2021 Shelf (excluding amounts available but not yet issued under the ATM Prospectus Supplement), and approximately $28.3 million available for future offerings through the Company’s ATM program under the ATM Prospectus Supplement.

Restricted stock units

The following table summarizes the Company’s RSUs activity for the year ended March 31, 2023:


	Number of Shares			Weighted Average Price
Unvested at March 31, 2022		15,500		$	10.58
Granted		117,642		$	1.53
Vested		(5,425	)	$	11.02
Cancelled / forfeited		—		$	—
Unvested at March 31, 2023		127,717		$	2.22

Stock options

During the year ended March 31, 2023 under both the 2022 Plan and 2012 Plan, 255,474 stock options were granted at various exercise prices, respectively.

On March 8, 2021, the Company granted 120,000 and 25,000 stock options, respectively, to its Executive Chairman and its Chief Scientific Officer under the 2012 Plan. On October 7, 2021, the Company granted an additional 120,000 and 25,000 stock options, respectively, to the aforementioned officers. These stock options have unique vesting criteria based on market conditions, more specifically the Company’s stock price. As these market condition based stock options require significant estimates and assumptions to calculate their fair value, the Company engaged with valuation specialists to calculate the fair value and requisite service periods using Monte Carlo simulations. The stock options will be expensed over their determined requisite service periods. As of March 31, 2023, half of the aforementioned stock options were fully expensed over their requisite service periods. However, to date, none of the stock options have vested.

On October 7, 2021, the Company granted 60,000 and 15,000 stock options, respectively, to its Executive Chairman and its Chief Scientific Officer under the 2012 Plan. These stock options have unique vesting criteria based on specific Company performance conditions. The vesting criteria for half of these options was relating to the Company recognizing $1.5 million of revenue per year based on three quarters of results, which was achieved on February 22, 2022 (refer to “Note 4. Collaborative Research, Development, and License Agreements” for more information). The remaining unvested options have vesting criteria relating to the Company closing a seven-figure cash up front deal with a major pharmaceutical company. As of March 31, 2023, management estimated there was a 0% probability of achievement, and therefore no expense has been recorded to date.

The following table summarizes stock option activity for the year ended March 31, 2023:


	Options Outstanding			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at March 31, 2022		1,203,671		$	7.36	$	71,650
Options granted		255,474		$	2.34	$	—
Options canceled		(7,928	)	$	5.66	$	—
Options exercised		—		$	—	$	—
Outstanding at March 31, 2023		1,451,217		$	6.49	$	38,327
Vested and Exercisable at March 31, 2023		559,685		$	7.07	$	472

The weighted-average remaining contractual term of stock options exercisable and outstanding at March 31, 2023 was approximately 8.00 years.

During the years ended March 31, 2023 and 2022, the Company issued zero shares of common stock upon exercise of stock options.

Employee Stock Purchase Plan

In June 2016, the Board, and in August 2016, its stockholders subsequently approved, the ESPP. The Company reserved 75,000 shares of common stock for issuance thereunder. The ESPP permits employees after five months of service to purchase common stock through payroll deductions, limited to 15 percent of each employee’s compensation up to $25,000 per employee per year. Shares under the ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period. The initial offering period commenced in September 2016. During the year ended March 31, 2023, 1,009 shares were issued under the ESPP. At March 31, 2023, there were 58,426 shares remaining available for the purchase under the ESPP.

Common stock reserved for future issuance

Common stock reserved for future issuance consisted of the following at March 31, 2023:


Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan			1,345,664
Common stock reserved under the 2012 Plan			—
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan			55,553
Common stock reserved under the 2022 Plan			1,071,471
Common stock reserved under the ESPP			58,426
Common stock reserved under the 2021 Inducement Equity Plan			1,000
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan			10,075
Common stock issuable pursuant to restricted stock units outstanding under the 2022 Plan			117,642
Common stock issuable pursuant to options outstanding and reserved under the Inducement Plan			50,000
Total at March 31, 2023			2,709,831

Stock-based compensation expense and valuation information

Stock-based awards include stock options and RSUs under the Company's 2022 Equity Incentive Plan ("2022 Plan"), Amended and Restated 2012 Equity Incentive Plan (“2012 Plan”), inducement awards, performance-based RSUs under an Incentive Award Performance-Based Restricted Stock Unit Agreement, the 2021 Inducement Equity Incentive Plan (“Inducement Plan”), and rights to purchase stock under the ESPP. The Company calculates the grant date fair value of all stock-based awards in determining the stock-based compensation expense.

Stock-based compensation expense for all stock-based awards consists of the following (in thousands):


	Year Ended March 31, 2023		Year Ended March 31, 2022
Research and development	$	473	$	419
General and administrative		1,904		1,837
Total	$	2,377	$	2,256

The total unrecognized compensation cost related to unvested stock option grants as of March 31, 2023 was approximately $2,492,000 and the weighted average period over which these grants are expected to vest is 2.05 years.

The total unrecognized stock-based compensation cost related to unvested RSUs (not including performance-based RSUs) as of March 31, 2023 was approximately $210,000, which will be recognized over a weighted average period of 1.24 years.

As of March 31, 2023, there are no participants enrolled into the ESPP for the current purchase period, beginning March 1, 2023.

The Company uses either the Black-Scholes or Monte Carlo option-pricing models to calculate the fair value of stock options, depending on the complexity of the equity grants. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses its Company-specific historical volatility rate. The risk-free interest rate assumption was based on U.S. Treasury rates. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:


	Year Ended March 31, 2023			Year Ended March 31, 2022
Dividend yield		—			—
Volatility		95.53	%		95.65	%
Risk-free interest rate		3.32	%		1.30	%
Expected life of options	6.00 years			5.75 years
Weighted average grant date fair value	$	1.83		$	4.73

The fair value of each RSU is recognized as stock-based compensation expense over the vesting term of the award. The fair value is based on the closing stock price on the date of the grant.

The Company uses the Black-Scholes valuation model to calculate the fair value of shares issued pursuant to the ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions:


	Year Ended March 31, 2023			Year Ended March 31, 2022*
Dividend yield		—			—
Volatility		86.58	%		0.00	%
Risk-free interest rate		3.34	%		0.00	%
Expected term	6 months				—
Grant date fair value	$	0.82		$	—

*There were no participants in the ESPP for the purchase periods March 1, 2021 – August 31, 2022 nor any participants in the ESPP for the current purchase period (beginning March 1, 2023).

The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption was based on U.S. Treasury rates. The expected life is the 6-month purchase period.

Stockholders' Equity - Fair Value of Employee Stock Options (Details) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Volatility	100.31%	95.93%	98.93%	95.43%	95.53%	95.65%
Risk-free interest rate	4.66%	3.97%	4.12%	3.21%	3.32%	1.30%
Expected life of options	6 years	6 years	6 years	6 years	6 years	5 years 9 months
Weighted average grant date fair value	$ 1.16	$ 1.23	$ 1.38	$ 1.96	$ 1.83	$ 4.73

Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Deferred tax assets:
Amortization	$ 598	$ 0
Section 174 R&D capitalization	855	0
Accrued expenses and reserves	116	110
Operating lease liability	384	611
Stock-based compensation	755	554
Inventory	251	0
Other, net	3	3
Total deferred tax assets	2,962	1,278
Valuation allowance	(2,458)	(583)
Net deferred tax assets	504	695
Deferred tax liabilities:
Operating lease right-of-use assets	(363)	(603)
Depreciation	(135)	(92)
Investment in equity securities	(6)	0
Total deferred tax liabilities	(504)	(695)
Deferred tax assets net	$ 0	$ 0

Document and Entity Information	9 Months Ended
Document and Entity Information	Dec. 31, 2023
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Organovo Holdings, Inc.
Entity Central Index Key	0001497253
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Tax Identification Number	27-1488943
Entity Address, Address Line One	11555 Sorrento Valley Road
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	224-1000
Entity Incorporation, State or Country Code	DE
Business Contact
Document Information [Line Items]
Contact Personnel Name	Keith Murphy
Entity Address, Address Line One	11555 Sorrento Valley Road
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	224-1000

Stockholders' Equity (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Class Of Stock [Line Items]

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity from March 31, 2023 to December 31, 2023:


	Options Outstanding			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at March 31, 2023		1,451,217		$	6.49	$	38,327
Options granted		171,257		$	1.72	$	—
Options cancelled / forfeited		(593,384	)	$	7.10	$	—
Options expired		(333,631	)	$	7.42	$	—
Outstanding at December 31, 2023		695,459		$	4.35	$	—
Vested and Exercisable at December 31, 2023		381,029		$	5.83	$	—

The following table summarizes stock option activity for the year ended March 31, 2023:


	Options Outstanding			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at March 31, 2022		1,203,671		$	7.36	$	71,650
Options granted		255,474		$	2.34	$	—
Options canceled		(7,928	)	$	5.66	$	—
Options exercised		—		$	—	$	—
Outstanding at March 31, 2023		1,451,217		$	6.49	$	38,327
Vested and Exercisable at March 31, 2023		559,685		$	7.07	$	472

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following at December 31, 2023:


Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan			440,591
Common stock reserved under the 2012 Plan			—
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan			204,868
Common stock reserved under the 2022 Plan			1,643,798
Common stock reserved under the 2023 ESPP			45,000
Common stock reserved under the 2021 Inducement Equity Plan			1,000
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan			6,250
Common stock issuable pursuant to restricted stock units outstanding under the 2022 Plan			117,642
Common stock issuable pursuant to options outstanding and reserved under the Inducement Plan			50,000
Total at December 31, 2023			2,509,149

Common stock reserved for future issuance consisted of the following at March 31, 2023:


Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan			1,345,664
Common stock reserved under the 2012 Plan			—
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan			55,553
Common stock reserved under the 2022 Plan			1,071,471
Common stock reserved under the ESPP			58,426
Common stock reserved under the 2021 Inducement Equity Plan			1,000
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan			10,075
Common stock issuable pursuant to restricted stock units outstanding under the 2022 Plan			117,642
Common stock issuable pursuant to options outstanding and reserved under the Inducement Plan			50,000
Total at March 31, 2023			2,709,831

Schedule of Stock-based Compensation Expense

Stock-based compensation expense for all stock-based awards consists of the following (in thousands):


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Research and development	$	40	$	117	$	87	$	363
General and administrative		117		427		1,220		1,514
Total	$	157	$	544	$	1,307	$	1,877

Stock-based compensation expense for all stock-based awards consists of the following (in thousands):


	Year Ended March 31, 2023		Year Ended March 31, 2022
Research and development	$	473	$	419
General and administrative		1,904		1,837
Total	$	2,377	$	2,256

Fair Value of Employee Stock Options

The fair value of stock options was estimated at the grant date using the following weighted average assumptions:


	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Dividend yield		—			—			—			—
Volatility		100.31	%		95.93	%		98.93	%		95.43	%
Risk-free interest rate		4.66	%		3.97	%		4.12	%		3.21	%
Expected life of options	6.00 years			6.00 years			6.00 years			6.00 years
Weighted average grant date fair value	$	1.16		$	1.23		$	1.38		$	1.96

The fair value of stock options was estimated at the grant date using the following weighted average assumptions:


	Year Ended March 31, 2023			Year Ended March 31, 2022
Dividend yield		—			—
Volatility		95.53	%		95.65	%
Risk-free interest rate		3.32	%		1.30	%
Expected life of options	6.00 years			5.75 years
Weighted average grant date fair value	$	1.83		$	4.73

Restricted stock units (RSUs) [Member]

Class Of Stock [Line Items]

Summary of Company's RSUs Activity

The following table summarizes the Company’s RSUs activity for the nine months ended December 31, 2023:


	Number of Shares			Weighted Average Price
Unvested at March 31, 2023		127,717		$	2.22
Granted		117,642		$	1.39
Vested		(121,467	)	$	1.81
Cancelled / forfeited		—		$	—
Unvested at December 31, 2023		123,892		$	1.84

The following table summarizes the Company’s RSUs activity for the year ended March 31, 2023:


	Number of Shares			Weighted Average Price
Unvested at March 31, 2022		15,500		$	10.58
Granted		117,642		$	1.53
Vested		(5,425	)	$	11.02
Cancelled / forfeited		—		$	—
Unvested at March 31, 2023		127,717		$	2.22

ESPP Shares [Member]

Class Of Stock [Line Items]

Fair Value of Employee Stock Options

The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions:


	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	December 31, 2023*			December 31, 2022*			December 31, 2023*			December 31, 2022
Dividend yield		—			—			—			—
Volatility		0.00	%		0.00	%		0.00	%		86.58	%
Risk-free interest rate		0.00	%		0.00	%		0.00	%		3.34	%
Expected term		—			—			—		6 months
Grant date fair value	$	—		$	—		$	—		$	0.82

*There were no participants in the 2016 ESPP or the 2023 ESPP for the purchase periods beginning September 1, 2022, March 1, 2023 or September 1, 2023.

The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions:


	Year Ended March 31, 2023			Year Ended March 31, 2022*
Dividend yield		—			—
Volatility		86.58	%		0.00	%
Risk-free interest rate		3.34	%		0.00	%
Expected term	6 months				—
Grant date fair value	$	0.82		$	—

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Subparagraph (SX 210.6-03(i)(2))
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-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

Leases

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Leases [Abstract]

Leases

Note 8. Leases

After the initial adoption of Accounting Standards Codification Topic 842 (“ASC 842”), on an on-going basis, the Company evaluates all contracts upon inception and determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If a lease is identified, the Company will apply the guidance from ASC 842 to properly account for the lease.

Operating Leases

On November 23, 2020, the Company entered into a lease agreement, pursuant to which the Company permanently leased approximately 8,051 square feet of lab and office space (the “Permanent Lease”) in San Diego once certain tenant improvements were completed by the landlord and the premises were ready for occupancy. Additionally, on November 17, 2021, the Permanent Lease was amended to add an additional 2,892 square feet of office space in the same building. The Permanent Lease commenced on December 17, 2021 and is intended to serve as the Company’s permanent premises for approximately sixty-two months. Monthly rental payments will be approximately $40,800 with 3% annual escalators.

The table below summarizes the Company’s lease liabilities and corresponding right-of-use assets as of December 31, 2023 (in thousands except the year and percentage):


	December 31, 2023
ASSETS
Operating lease right-of-use assets	$	1,403
Total lease right-of-use assets	$	1,403

LIABILITIES
Current
Operating lease liability	$	502
Noncurrent
Operating lease liability, net of current portion	$	999
Total lease liabilities	$	1,501

Weighted average remaining lease term:	3.08
Weighted average discount rate:		6	%

Variable lease expense was approximately $39,000 and $114,000 for the three and nine months ended December 31, 2023, respectively, and approximately $34,000 and $110,000 for the three and nine months ended December 31, 2022, respectively. Operating lease expense was approximately $125,000 and $377,000 for the three and nine months ended December 31, 2023, respectively, and approximately $114,000 and $373,000 for the three and nine months ended December 31, 2022, respectively.

Cash flows associated with the Company’s operating lease for the three and nine months ended December 31, 2023, were approximately $125,000 and $377,000, respectively, and approximately $59,000 and $304,000 for the three and nine months ended December 31, 2022, respectively.

Future lease payments relating to the Company’s operating lease liabilities as of December 31, 2023, are as follows (in thousands):


Fiscal year ending March 31, 2024	$	129
Fiscal year ending March 31, 2025		523
Fiscal year ending March 31, 2026		538
Fiscal year ending March 31, 2027		460
Total future lease payments		1,650
Less: Imputed interest		(149	)
Total lease obligations		1,501
Less: Current obligations		(502	)
Noncurrent lease obligations	$	999

Note 7. Leases

After the initial adoption of ASC 842, on an on-going basis, the Company evaluates all contracts upon inception and determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of identified asset in exchange for consideration over a period of time. If a lease is identified, the Company will apply the guidance from ASC 842 to properly account for the lease.

Operating Leases

From October 2019 to July 2021, the Company rented office space in Solana Beach, California. This agreement was a month-to-month contract and could be terminated at-will by either party at any time. As such, the Company concluded that this agreement did not contain a lease and was expensed as incurred (referred to as “rent expense”). Monthly rental payments were approximately $4,000 per month.

On November 23, 2020, the Company entered into two lease agreements, pursuant to which the Company temporarily leased approximately 3,212 square feet of lab and office space (the “Temporary Lease”) in San Diego and permanently leased approximately 8,051 square feet of office space (the “Permanent Lease”) in San Diego once certain tenant improvements for the Company’s permanent premises were completed by the landlord and the premises were ready for occupancy. Additionally, on November 17, 2021, the Permanent Lease was amended to add an additional 2,892 square feet of office space in the same building. The Temporary Lease commenced on November 27, 2020 and served as temporary premises until the Permanent Lease was ready for occupancy. The Permanent Lease commenced on December 17, 2021 and is intended to serve as the Company’s permanent premises for approximately sixty-two months. Monthly rental payments are approximately $40,900 with 3% annual escalators.

The Company determined that the Temporary Lease is considered a short term lease under ASC 842 and therefore elected an accounting policy for short term leases to recognize lease payments as an expense on a straight-line basis over the lease term (referred to as “short term lease expense”). Variable lease expenses related to the short term lease, such as payments for additional monthly fees to cover the Company’s share of certain facility expenses (common area maintenance, or CAM) are expensed as incurred.

The Company determined that the Permanent Lease is considered an operating lease under ASC 842, and therefore upon the lease commencement date of December 17, 2021, recognized lease liabilities and corresponding right-of-use assets of $2.3 million. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component. As the Permanent Lease did not have a discount rate implicit in the lease, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at the lease commencement. The Company records operating lease expense on a straight-line basis over the life of the lease (referred to as “operating lease expense”). Variable lease expenses associated with the Company’s leases, such as payments for additional monthly fees to cover the Company’s share of certain facility expenses (common area maintenance, or CAM) are expensed as incurred.

The table below summarizes the Company’s lease liabilities and corresponding right-of-use assets as of March 31, 2023 (in thousands):


	March 31, 2023
ASSETS
Operating lease right-of-use assets	$	1,705
Total lease right-of-use assets	$	1,705

LIABILITIES
Current
Operating lease liability	$	492
Noncurrent
Operating lease liability, net of current portion	$	1,313
Total lease liabilities	$	1,805

Weighted average remaining lease term:	3.83 years
Weighted average discount rate:		6	%

The Company recorded rent expense of approximately zero and $18,000 for the years ended March 31, 2023 and 2022, respectively. Variable lease expense was approximately $146,000 and $59,000 for the years ended March 31, 2023 and 2022, respectively. Short term lease expense was approximately zero and $117,000 for the years ended March 31, 2023 and 2022, respectively. Lastly, operating lease expense was approximately $499,000 and $172,000 for the years ended March 31, 2023 and 2022, respectively.

Cash outflows associated with the Company’s operating lease for the years ended March 31, 2023 and 2022 were $430,000 and $183,000, respectively.

Future lease payments relating to the Company’s operating lease liabilities as of March, 31, 2023 are as follows (in thousands):


Fiscal year ending March 31, 2024	$	508
Fiscal year ending March 31, 2025		523
Fiscal year ending March 31, 2026		538
Fiscal year ending March 31, 2027		460
Thereafter		—
Total future lease payments		2,029
Less: Imputed Interest		(224	)
Total lease obligations		1,805
Less: Current obligations		(492	)
Noncurrent lease obligations	$	1,313

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 439	$ 609	$ 434
Accrued legal and professional fees	97	193	27
Acquired in-process research and development	0	2,000	0
Other accrued expenses	191	46	28
Accrued expenses	$ 727	$ 2,848	$ 489

Leases - Schedule of Future Lease Payments Quarterly (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 17, 2021
Leases [Abstract]
Fiscal year ending March 31, 2024	$ 129
Fiscal year ending March 31, 2025	523	$ 508
Fiscal year ending March 31, 2026	538	523
Fiscal year ending March 31, 2027	460	538
Total future lease payments	1,650	2,029
Less: Imputed Interest	(149)	(224)
Total lease liabilities	1,501	1,805		$ 2,300
Less: Current obligations	(502)	(492)	$ (479)
Operating lease liability, net of current portion	$ 999	$ 1,313	$ 1,704

Investments and Fair Value Measurement

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Investments and Fair Value Measurement

Note 3. Investments and Fair Value Measurement

Investments in debt securities

As of December 31, 2023, the Company held $2.0 million of investments in debt securities (which are included in the $5.3 million of cash and cash equivalents). For the three and nine months ended December 31, 2023, there was less than $0.1 million and $0.1 million, respectively, of interest income related to the investments in debt securities. As the investments in debt securities consist of U.S. Treasury bills from active markets, the fair value is measured using level 1 inputs.

The following table summarizes the Company's investments in debt securities that are measured at fair value as of December 31, 2023 (in thousands):


	Amortized costs basis		Gross unrealized gains		Gross unrealized losses		Fair value
As of March 31, 2023
Investment in debt securities	$	4,943	$	2	$	—	$	4,945
As of December 31, 2023
Investment in debt securities	$	1,995	$	—	$	—	$	1,995

Investments in equity securities

For the nine months ended December 31, 2023, there was $0.7 million of equity securities liquidated and less than a $0.1 million gain on the investment in equity securities. As of December 31, 2023, the fair value of investment in equity securities was zero, as a result of the liquidation of the shares by the underlying company on June 26, 2023. As the investment in equity securities consists of common stock from active markets, the fair value is measured using level 1 inputs.

The following table presents the activity for investments in equity securities measured at fair value for the nine months ended December 31, 2023 (in thousands):


	Investment in Equity Securities (in thousands)
Balance at March 31, 2023	$	706
Liquidation of equity securities		(718	)
Gain on investment in equity securities		12
Balance at December 31, 2023	$	—

Note 2. Investments and fair value measurement

Investments in debt securities

As of March 31, 2023, the Company held $4.9 million of investments in debt securities (which are included in the $15.3 million of cash and cash equivalents). For the year ended March 31, 2023, there was $0.3 million of interest income related to the investments in debt securities. There were less than $0.1 million of unrealized gains recorded on investments in debt securities for the year ended March 31, 2023. As the investments in debt securities consist of U.S. Treasury bills from active markets, the fair value is measured using level 1 inputs.

The following table summarizes the Company's investments in debt securities that are measured at fair value as of March 31, 2023 (in thousands):


	Amortized costs basis		Gross unrealized gains		Gross unrealized losses		Fair value
As of March 31, 2023
Investment in debt securities	$	4,943	$	2	$	—	$	4,945

Investments in equity securities

For the year ended March 31, 2023, there was $1.1 million of equity securities purchased, and $0.4 million of equity securities sold. As of March 31, 2023, the fair value of investment in equity securities was $0.7 million, resulting in less than a $0.1 million unrealized gain on investment in equity securities. As the investments in equity securities consist of common stock from active markets, the fair value is measured using level 1 inputs.

The following table presents the activity for investments in equity securities measured at fair value for the year ended March 31, 2023 (in thousands):



	Investment in Equity Securities (in thousands)
Balance at March 31, 2022	$	—
Purchases at cost		1,061
Sales		(384	)
Gain on investment in equity securities		29
Balance at March 31, 2023	$	706

Related Parties

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Related Parties

Note 10. Related Parties

From time to time, the Company will enter into an agreement with a related party in the ordinary course of its business. These agreements are ratified by the Board or a committee thereof pursuant to its related party transaction policy.

Viscient Biosciences (“Viscient”) is an entity for which Keith Murphy, the Company’s Executive Chairman, serves as the Chief Executive Officer and President. Dr. Jeffrey Miner, the Company’s former Chief Scientific Officer, is also the Chief Scientific Officer of Viscient, and Thomas Jurgensen, the Company’s former General Counsel, previously served as outside legal counsel to Viscient through his law firm, Optima Law Group, APC.

On December 28, 2020, the Company entered into an intercompany agreement (the “Intercompany Agreement”) with Viscient and Organovo, Inc., the Company’s wholly-owned subsidiary, which included an asset purchase agreement for certain lab equipment. Pursuant to the Intercompany Agreement, the Company agreed to provide Viscient certain services related to 3D bioprinting technology, which include, but are not limited to, histology services, cell isolation, and proliferation of cells and Viscient agreed to provide the Company certain services related to 3D bioprinting technology, including bioprinter training, bioprinting services, and qPCR assays, in each case on payment terms specified in the Intercompany Agreement and as may be further determined by the parties. In addition, the Company and Viscient each agreed to share certain facilities and equipment and, subject to further agreement, to each make certain employees available for specified projects for the other party at prices to be determined in good faith by the parties. The Company evaluated the accounting for the Intercompany Agreement and concluded that any services provided by Viscient to the Company will be expensed as incurred, and any compensation for services provided by the Company to Viscient will be considered a reduction of personnel related expenses. Any services provided to Viscient do not fall under Topic 606 as the Intercompany Agreement is not a contract with a customer. For the three and nine months ended December 31, 2023 and 2022, the Company incurred no consulting expenses from Viscient. Additionally, for the three and nine months ended December 31, 2023, the Company provided approximately $3,000 and $13,000 of histology services to Viscient, respectively, and $17,000 and $44,000 for the three and nine months ended December 31, 2022, respectively.

Note 11. Related Parties

Viscient Biosciences (“Viscient”) is an entity for which Keith Murphy, the Company’s Executive Chairman, serves as the Chief Executive Officer and President. Dr. Jeffrey Miner, the Company’s Chief Scientific Officer, is also the Chief Scientific Officer of Viscient, and Thomas Jurgensen, the Company’s General Counsel, previously served as outside legal counsel to Viscient through his law firm, Optima Law Group, APC.

On December 28, 2020, the Company entered into an intercompany agreement (the “Intercompany Agreement”) with Viscient and Organovo, Inc., the Company’s wholly-owned subsidiary, which included an asset purchase agreement for certain lab equipment. Pursuant to the Intercompany Agreement, the Company agreed to provide Viscient certain services related to 3D bioprinting technology, which includes, but is not limited to, histology services, cell isolation, and proliferation of cells and Viscient agreed to provide the Company certain services related to 3D bioprinting technology, including bioprinter training, bioprinting services, and qPCR assays, in each case on payment terms specified in the Intercompany Agreement and as may be further determined by the parties. In addition, the Company and Viscient each agreed to share certain facilities and equipment and, subject to further agreement, to each make certain employees available for specified projects for the other party at prices to be determined in good faith by the parties. The Company evaluated the accounting for the Intercompany Agreement and concluded that any services provided by Viscient to the Company will be expensed as incurred, and any compensation for services provided by the Company to Viscient will be considered a reduction of personnel related expenses. Any services provided to Viscient do not fall under Topic 606 as the Intercompany Agreement is not a contract with a customer. For the years ended March 31, 2023 and 2022, the Company incurred approximately zero and $47,000 in consulting expenses from Viscient, respectively. Additionally, for the years ended March 31, 2023 and 2022, the Company provided approximately $59,000 and $48,000 of histology services to Viscient, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Concentrations

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Concentrations

Note 9. Concentrations

Credit risk and significant customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company maintains cash balances at various financial institutions located within the United States. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation. Balances may exceed federally insured limits. The Company is also potentially subject to concentrations of credit risk in its revenues and accounts receivable. However, the Company only receives royalty revenue from one licensee and has not historically experienced any accounts receivable write-downs.

Note 10. Concentrations

Credit risk and significant customers

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000	200,000,000
Common stock, shares issued	9,838,755	8,716,906	8,710,627
Common stock, shares outstanding	9,838,755	8,716,906	8,710,627
Treasury stock, shares	46	46	46

Leases (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Leases [Abstract]

Schedule of Lease Liabilities and Corresponding Right-of-use Assets

The table below summarizes the Company’s lease liabilities and corresponding right-of-use assets as of December 31, 2023 (in thousands except the year and percentage):


	December 31, 2023
ASSETS
Operating lease right-of-use assets	$	1,403
Total lease right-of-use assets	$	1,403

LIABILITIES
Current
Operating lease liability	$	502
Noncurrent
Operating lease liability, net of current portion	$	999
Total lease liabilities	$	1,501

Weighted average remaining lease term:	3.08
Weighted average discount rate:		6	%

The table below summarizes the Company’s lease liabilities and corresponding right-of-use assets as of March 31, 2023 (in thousands):


	March 31, 2023
ASSETS
Operating lease right-of-use assets	$	1,705
Total lease right-of-use assets	$	1,705

LIABILITIES
Current
Operating lease liability	$	492
Noncurrent
Operating lease liability, net of current portion	$	1,313
Total lease liabilities	$	1,805

Weighted average remaining lease term:	3.83 years
Weighted average discount rate:		6	%

Schedule of Future Lease Payments

Future lease payments relating to the Company’s operating lease liabilities as of December 31, 2023, are as follows (in thousands):


Fiscal year ending March 31, 2024	$	129
Fiscal year ending March 31, 2025		523
Fiscal year ending March 31, 2026		538
Fiscal year ending March 31, 2027		460
Total future lease payments		1,650
Less: Imputed interest		(149	)
Total lease obligations		1,501
Less: Current obligations		(502	)
Noncurrent lease obligations	$	999

Future lease payments relating to the Company’s operating lease liabilities as of March, 31, 2023 are as follows (in thousands):


Fiscal year ending March 31, 2024	$	508
Fiscal year ending March 31, 2025		523
Fiscal year ending March 31, 2026		538
Fiscal year ending March 31, 2027		460
Thereafter		—
Total future lease payments		2,029
Less: Imputed Interest		(224	)
Total lease obligations		1,805
Less: Current obligations		(492	)
Noncurrent lease obligations	$	1,313

Investments and Fair Value Measurement - Schedule of Activity for Investments in Equity Securities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Investments In Equity Securities Measured At Fair Value [Line Items]
Purchases at cost			$ (0)	$ 1,061	$ 1,061	$ 0
Sales			(718)	0	(384)	0
Liquidation of equity securities			700
Gain on investment in equity securities	$ 0	$ (48)	12	(123)	29	0
Level 1 [Member]
Schedule Of Investments In Equity Securities Measured At Fair Value [Line Items]
Beginning balance			706	$ 0	0
Purchases at cost					1,061
Sales					(384)
Liquidation of equity securities			(718)
Gain on investment in equity securities			12		29
Ending balance	$ 0		$ 0		$ 706	$ 0

Defined Contribution Plan

12 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Defined Contribution Plan

Note 12. Defined Contribution Plan

The Company has a defined contribution 401(k) plan covering substantially all employees. During the year ended March 31, 2015, the 401(k) plan was amended (the “Amended Plan”) to include an employer matching provision. Under the terms of the Amended Plan, the Company will make matching contributions on up to the first 6% of compensation contributed by its employees. Amounts expensed under the Company’s 401(k) plan for the years ended March 31, 2023 and 2022 were approximately $10,000 and $25,000, respectively.

Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2023	Oct. 31, 2023	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	2,509,149		2,709,831
Equity Incentive Plan 2012 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	0		0
2016 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	75,000		75,000
Equity Incentive Plan 2022 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	1,643,798		1,071,471
2023 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance		45,000
Stock options [Member] \| Equity Incentive Plan 2012 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	440,591		1,345,664
Stock options [Member] \| 2016 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			58,426
Stock options [Member] \| Equity Incentive Plan 2022 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	204,868		55,553
Stock options [Member] \| 2021 Inducement Equity Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	1,000		1,000
Stock options [Member] \| Incentive Award Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	50,000		50,000
Stock options [Member] \| 2023 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	45,000
Restricted stock units (RSUs) [Member] \| Equity Incentive Plan 2012 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	6,250		10,075
Restricted stock units (RSUs) [Member] \| Equity Incentive Plan 2022 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	117,642		117,642

Commitments and Contingencies

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7. Commitments and Contingencies

Legal Matters

In addition to commitments and obligations in the ordinary course of business, the Company may be subject, from time to time, to various claims and pending and potential legal actions arising out of the normal conduct of its business.

The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability.

The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. During the period presented, the Company has not recorded any accrual for loss contingencies associated with any claims or legal proceedings; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more legal matters were resolved against the Company in a reporting period, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.

Note 8. Commitments and Contingencies

Legal matters

loss is reasonably estimable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more legal matters were resolved against the Company in a reporting period, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.

Related Parties - Additional Information (Details) - Viscient [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Consulting expenses	$ 0	$ 0	$ 0	$ 0	$ 0	$ 47,000
Histology services to related parties	$ 3,000	$ 17,000	$ 13,000	$ 44,000	$ 59,000	$ 48,000

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits	$ 0
Uncertain tax position netted against deferred tax asset	1,600,000	$ 1,500,000
Increase (decrease) in valuation allowance	1,875,000	$ 1,941,000
Federal net operating loss carryforwards	210,500,000
State net operating loss carryforwards	$ 40,900,000
Federal net operating loss carryforwards (“NOLs”) expiring year	2028
State net operating loss carryforwards (“NOLs”) expiring year	2028
Federal research tax credit carryforwards expiration period	2028
Accrued expense regarding interest or penalties	$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carry forwards	66,800,000
Research tax credit carryforwards	$ 4,700,000
Federal [Member] \| Maximum [Member]
Operating Loss Carryforwards [Line Items]
Percentage of future taxable income to be offset	80.00%
State [Member]
Operating Loss Carryforwards [Line Items]
Research tax credit carryforwards	$ 4,300,000

Restructuring - Additional Information (Details)		3 Months Ended	9 Months Ended
Restructuring - Additional Information (Details)	Aug. 18, 2023 USD ($) Employees	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost And Reserve [Line Items]
Restructuring charges		$ 0	$ 380,000
Restructuring activities, initiated date	Aug. 25, 2023
Restructuring, number of positions eliminated \| Employees	6
Restructuring, number of positions eliminated, percent	24.00%
Severance costs	$ 400,000	$ 0	$ 380,000
Restructuring, annual cost savings	$ 1,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fixed Assets (Tables)

12 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Fixed Assets

Fixed assets consisted of the following (in thousands):


	March 31, 2023			March 31, 2022
Laboratory equipment	$	1,575		$	1,171
Furniture and fixtures		66			38
Computer software and equipment		537			524
Fixed Assets, gross		2,178			1,733
Less accumulated depreciation		(1,276	)		(1,071	)
Fixed Assets, net	$	902		$	662

Income Taxes - Summary of Reconciliation of Statutory Federal Rate and Effective Rate for Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Tax computed at federal statutory rate	$ (3,624)	$ (2,404)
State income tax, net of federal benefit	(44)	(6)
Stock-based compensation	167	1,857
Research credits	60	(249)
Change in tax rate	157	454
Removal of net operating losses and research development credits	1,410	2,269
Other	1	20
Valuation allowance	1,873	(1,941)
Provision (benefit) for income taxes	$ 0	$ 0
Tax computed at federal statutory rate	21.00%	21.00%
State income tax, net of federal benefit	0.20%	0.00%
Stock-based compensation	(1.00%)	(16.20%)
Research credits	(0.40%)	2.10%
Change in tax rate	(0.90%)	(4.00%)
Removal of net operating losses and research development credits	(8.20%)	(19.80%)
Other	0.00%	(0.10%)
Valuation allowance	(10.70%)	16.90%
Provision (benefit) for income taxes	0.00%	0.00%

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Current Assets
Cash and cash equivalents	$ 5,295	$ 15,301	$ 28,675
Accounts receivable	33	152	0
Investment in equity securities	0	706	0
Prepaid expenses and other current assets	913	889	858
Total current assets	6,241	17,048	29,533
Fixed assets, net	739	902	662
Restricted cash	143	143	143
Operating lease right-of-use assets	1,403	1,705	2,153
Prepaid expenses and other assets, net	355	515	805
Total assets	8,881	20,313	33,296
Current Liabilities
Accounts payable	471	331	415
Accrued expenses	727	2,848	489
Operating lease liability, current portion	502	492	479
Total current liabilities	1,700	3,671	1,383
Operating lease liability, net of current portion	999	1,313	1,704
Total liabilities	2,699	4,984	3,087
Commitments and Contingencies
Stockholders' Equity
Common stock	10	9	9
Additional paid-in capital	342,796	340,317	337,940
Accumulated deficit	(336,624)	(324,998)	(307,739)
Accumulated other comprehensive income	1	2	0
Treasury stock, 46 shares at cost	(1)	(1)	(1)
Total stockholders' equity	6,182	15,329	30,209
Total Liabilities and Stockholders' Equity	$ 8,881	$ 20,313	$ 33,296

Stockholders' Equity - Stock-based Compensation Expense and Valuation Information - Additional Information (Details)	9 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($) Participant
Class Of Stock [Line Items]
Total unrecognized compensation cost related to unvested stock option grants	$ 600,000	$ 2,492,000
Participants enrolled into the employee stock purchase plan \| Participant		0
Stock options [Member]
Class Of Stock [Line Items]
Total unrecognized compensation cost related, weighted average period	2 years 3 months 18 days	2 years 18 days
Restricted stock units (RSUs) [Member]
Class Of Stock [Line Items]
Total unrecognized compensation cost related, weighted average period	11 months 19 days	1 year 2 months 26 days
Unrecognized stock-based compensation expense		$ 210,000
Restricted stock units (RSUs) [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Unrecognized stock-based compensation expense	$ 200,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Restructuring

9 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

Note 11. Restructuring

On August 18, 2023, the Company announced to its employees a plan to reduce the Company’s workforce, effective August 25, 2023, by approximately six employees, which represented approximately 24% of its employees as of August 18, 2023. The Company has refocused operations on FXR314, its clinical drug candidate. This decision to reduce the Company’s workforce was made in order to focus spending on the Company’s clinical program for FXR314, reduce ongoing operating expenses not related to clinical expenses, and extend the Company’s cash runway. The Company estimates that it will incur approximately $0.4 million of cash expenditures in connection with the reduction in force, which relate to severance pay, and are expected to be incurred through the quarter ending March 31, 2024. The Company anticipates annual cost savings of $1.5 million resulting from the reduction in force.

Approximately $0.4 million of restructuring charges were recorded during the nine months ended December 31, 2023, and no restructuring charges were recorded during the three months ended December 31, 2023.


	Three Months Ended		Nine Months Ended
(in thousands)	December 31, 2023		December 31, 2023
Severance for Involuntary Employee Terminations	$	—	$	380
Total Restructuring Expense	$	—	$	380

The following table summarizes the activity and balances of the restructuring reserve (in thousands):


	Severance for Involuntary Employee Terminations
Balance at March 31, 2023	$	—
Increase to reserve		380
Utilization of reserve:
Payments		(263	)
Balance at December 31, 2023	$	117

Stockholders' Equity - Common Stock - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended	12 Months Ended
	Jan. 01, 2024	Dec. 31, 2023	Oct. 12, 2022	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Jan. 26, 2024	Jul. 25, 2022	Feb. 28, 2022	Oct. 31, 2021	Mar. 31, 2021	Jan. 29, 2021	Jan. 19, 2021	Jul. 31, 2018	Aug. 31, 2015	Aug. 31, 2013	Jan. 31, 2012
Class Of Stock [Line Items]
Securities authorized for offer and sale, amount													$ 150,000,000
Issuance of common stock from stock options exercises, net, Shares					0	0
IPO [Member]
Class Of Stock [Line Items]
Securities authorized for offer and sale, amount		$ 100,000,000		$ 100,000,000	$ 100,000,000
2018 Sales Agreement [Member]
Class Of Stock [Line Items]
Equity sales agreement expiration date				Feb. 22, 2021	Feb. 22, 2021
ATM Prospectus Supplement [Member]
Class Of Stock [Line Items]
Issuance of common stock from stock options exercises, net, Shares				2,515,483	1,580,862
Value of shares sold under equity distribution agreement				$ 22,900,000	$ 21,700,000
ATM Prospectus Supplement [Member] \| At-The-Market Facility [Member]
Class Of Stock [Line Items]
Common stock value reserved for future issuance		$ 27,100,000		$ 27,100,000	$ 28,300,000
Issuance of common stock from stock options exercises, net, Shares	201,319	934,621		934,621	0
ATM Prospectus Supplement [Member] \| At-The-Market Facility [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Common stock value reserved for future issuance												$ 50,000,000
2021 Shelf [Member]
Class Of Stock [Line Items]
Common stock value reserved for future issuance		$ 100,000,000		$ 100,000,000	$ 100,000,000
2024 Shelf [Member] \| Subsequent Event [Member]
Class Of Stock [Line Items]
Securities authorized for offer and sale, amount							$ 150,000,000
2024 ATM Prospectus [Member] \| At-The-Market Facility [Member] \| Maximum [Member] \| Subsequent Event [Member]
Class Of Stock [Line Items]
Common stock value reserved for future issuance							$ 2,605,728
Equity Incentive Plan 2012 [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued			1,236,738							900,000				550,000	300,000	250,000	327,699
Shares available for issuance														2,327,699
Termination period of Equity Incentive Plan					10 years
Common stock shares issued			126,262
Inducement Award Agreements [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued									50,000
2021 Inducement Equity Plan [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued											750,000
Equity Incentive Plan 2022 [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued			1,363,000					750,000
Excercise price per share			$ 2.75
Equity Incentive Plan 2022 [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued			50,000
Equity Incentive Plan 2022 [Member] \| Common Stock [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued			51,000
2022 Inducement Equity Plan [Member]
Class Of Stock [Line Items]
Common shares authorized to be issued		1,000	1,000	1,000