Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Innovation Pharmaceuticals Inc. | |
Entity Central Index Key | 0001355250 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 212,369,124 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
ASSETS | ||
Cash | $ 910,000 | $ 579,000 |
Prepaid expenses and other current assets | 57,000 | 46,000 |
Total Current Assets | 967,000 | 625,000 |
Other Assets: | ||
Patent costs - net | 3,270,000 | 3,342,000 |
Property, plant and equipment -net | 1,000 | |
Security deposit | 78,000 | 78,000 |
Total Other Assets | 3,348,000 | 3,421,000 |
Total Assets | 4,315,000 | 4,046,000 |
Current Liabilities: | ||
Accounts payable - (including related party payables of approx. $1,498,000 and $1,511,000, respectively) | 2,143,000 | 2,127,000 |
Accrued expenses - (including related party accruals of approx. $42,000 and $45,000, respectively) | 82,000 | 85,000 |
Accrued salaries and payroll taxes -(including related party accrued salaries of approx. $3,129,000 and $3,129,000, respectively) | 3,201,000 | 3,162,000 |
Operating lease current liability | 120,000 | |
Note payable - related party | 1,922,000 | 1,922,000 |
Total Current Liabilities | 7,468,000 | 7,296,000 |
Series B 5% convertible preferred stock liability at $1,080 stated value; 1,584 and 1,196 shares issued and outstanding at September 30, 2019 and June 30, 2019, respectively | 868,000 | 879,000 |
Operating lease long term liability | 523,000 | |
Total Liabilities | 8,859,000 | 8,175,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' Deficiency | ||
Preferred stock, $0.001 par value, 10,000,000 designated shares, no shares issued and outstanding | ||
Additional paid-in capital | 91,726,000 | 90,537,000 |
Accumulated deficit | (96,146,000) | (94,596,000) |
Treasury Stock, at cost (659,448 shares and 228,218 shares as of September 30, 2019 and June 30, 2019, respectively) | (146,000) | (91,000) |
Total Stockholders' Deficiency | (4,544,000) | (4,129,000) |
Total Liabilities and Stockholders' Deficiency | 4,315,000 | 4,046,000 |
Common Class A [Member] | ||
Stockholders' Deficiency | ||
Total Stockholders' Deficiency | 21,000 | |
Common Stock - Class B, (10 votes per share); $.0001 par value, 100,000,000 shares authorized, 909,090 shares and 909,090 shares issued and outstanding as of September 30, 2019 and June 30, 2019, respectively | 22,000 | 21,000 |
Common Class B [Member] | ||
Stockholders' Deficiency | ||
Total Stockholders' Deficiency | ||
Common Stock - Class B, (10 votes per share); $.0001 par value, 100,000,000 shares authorized, 909,090 shares and 909,090 shares issued and outstanding as of September 30, 2019 and June 30, 2019, respectively |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Current Liabilities | ||
Related party payables | $ 1,498,000 | $ 1,511,000 |
Related party expenses | 42,000 | 45,000 |
Related party accrued salaries | 3,129,000 | 3,129,000 |
Other Liabilities: | ||
Convertible preferred stock liability, stated value | $ 1,080 | $ 0 |
Convertible preferred stock, shares issued | 1,584 | 1,196 |
Convertible preferred stock, shares outstanding | 1,584 | 1,196 |
Stockholders' Deficiency | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury Stock Shares | 659,448 | 228,218 |
Common Class A [Member] | ||
Stockholders' Deficiency | ||
Common stock , par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 600,000,000 | 300,000,000 |
Common Stock, shares issued | 213,028,572 | 202,860,141 |
Common Stock, shares outstanding | 212,369,124 | 202,631,923 |
Common Class B [Member] | ||
Stockholders' Deficiency | ||
Common stock , par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 909,090 | 909,090 |
Common Stock, shares outstanding | 909,090 | 909,090 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||
Licensing income | $ 400,000 | |
Operating expenses: | ||
Research and development expenses | 803,000 | 1,357,000 |
General and administrative expenses | 265,000 | 260,000 |
Officers' payroll and payroll tax expenses | 118,000 | 123,000 |
Professional fees | 155,000 | 259,000 |
Total operating expenses | 1,341,000 | 1,999,000 |
Loss from operations | (941,000) | (1,999,000) |
Other income (expense) | ||
Interest expense | (48,000) | (51,000) |
Interest expense- preferred stock | (20,000) | |
Change in fair value of preferred stock | 102,000 | |
Impairment expense of operating lease | (643,000) | |
Total other expense - net | (609,000) | (51,000) |
Loss before provision for income taxes | (1,550,000) | (2,050,000) |
Provision for income taxes | ||
Net loss | $ (1,550,000) | $ (2,050,000) |
Basic and diluted loss per share attributable to common stockholders | $ (0.01) | $ (0.01) |
Weighted average number of common shares | 205,666,583 | 163,284,314 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Treasury Stock Shares | AdditionalPaid-in Capital | Accumulated Deficit | Common Class A [Member] | Common Class B [Member] |
Balance, Shares at Jun. 30, 2018 | 163,103,927 | |||||
Balance, Amount at Jun. 30, 2018 | $ (2,151,000) | $ 83,747,000 | $ (85,915,000) | $ 17,000 | ||
Shares issued to consultant for services | 3,000 | 3,000 | ||||
Shares issued to officer as equity awards | 112,000 | 112,000 | ||||
Stock options issued to consultant for services | 10,000 | 10,000 | ||||
Stock options issued to officer as equity awards | 60,000 | 60,000 | ||||
Issuance of 572,264 shares to Officer and employee, Shares | 572,264 | |||||
Shares issued to employee for services | 12,000 | 12,000 | ||||
Stock options issued to employee for services | 32,000 | 32,000 | ||||
Net loss | (2,050,000) | (2,050,000) | ||||
Issuance of 572,264 shares to Officer and employee, Amount | ||||||
Issuance of 1,066,667 shares to Officer 421,611 shares were withheld for tax purposes as Treasury shares, Shares | ||||||
Issuance of shares for tax purposes as Treasury Shares, Amount | ||||||
Issuance of shares for tax purposes as Treasury Shares, Amount | ||||||
Issuance of 58,394 shares to employee 9,619 shares were withheld for tax purposes as Treasury shares, Shares | ||||||
Conversion of 890 preferred stocks to 9,030,870 common stock, Amount | ||||||
Issuance of 12,500 shares to Consultant, Shares | ||||||
Excess of exercise price of 1,045 warrants over fair value | ||||||
Conversion of 890 preferred stocks to 9,030,870 common stock, Amount | ||||||
Balance, Shares at Sep. 30, 2018 | 1 | 163,676,191 | ||||
Balance, Amount at Sep. 30, 2018 | $ (3,972,000) | 83,976,000 | (87,965,000) | $ 17,000 | ||
Balance, Shares at Jun. 30, 2019 | 228,218 | 202,631,923 | 909,090 | |||
Balance, Amount at Jun. 30, 2019 | (4,129,000) | $ (91,000) | 90,537,000 | (94,596,000) | $ 21,000 | |
Shares issued to consultant for services | 3,000 | 3,000 | ||||
Shares issued to officer as equity awards | 65,000 | 65,000 | ||||
Stock options issued to consultant for services | 6,000 | 6,000 | ||||
Stock options issued to officer as equity awards | 124,000 | 124,000 | ||||
Shares issued to employee for services | 28,000 | 28,000 | ||||
Stock options issued to employee for services | 10,000 | 10,000 | ||||
Net loss | (1,550,000) | (1,550,000) | ||||
Issuance of shares for tax purposes as Treasury Shares, Amount | (54,000) | |||||
Issuance of 58,394 shares to employee 9,619 shares were withheld for tax purposes as Treasury shares, Shares | 58,394 | |||||
Conversion of 890 preferred stocks to 9,030,870 common stock, Amount | 476,000 | 475,000 | $ 1,000 | |||
Issuance of 12,500 shares to Consultant, Shares | 12,500 | |||||
Issuance of 1,066,667 shares to Officer 421,611 shares were withheld for tax purposes as Treasury shares, Shares | $ 1,066,667 | |||||
Issuance of shares for tax purposes as Treasury Shares, Shares | 421,611 | (421,611) | ||||
Issuance of shares for tax purpose as Treasury Shares, shares | 9,619 | (9,619) | ||||
Excess of exercise price of 1,045 warrants over fair value | $ 478,000 | 478,000 | ||||
Conversion of 890 preferred stocks to 9,030,870 common stock, Shares | 9,030,870 | |||||
Balance, Shares at Sep. 30, 2019 | 659,448 | 212,369,124 | 909,090 | |||
Balance, Amount at Sep. 30, 2019 | $ (4,544,000) | |||||
Balance, Amount at Sep. 30, 2019 | $ (4,544,000) | $ (146,000) | $ 91,726,000 | $ (96,146,000) | $ 22,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,550,000) | $ (2,050,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock and stock options issued as compensation | 236,000 | 229,000 |
Amortization of patent costs | 93,000 | 94,000 |
Interest expense-preferred stock | 20,000 | |
Change in fair value of preferred stock | (102,000) | |
Impairment expense of operating lease | 643,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and security deposits | (11,000) | 43,000 |
Accounts payable | 16,000 | (395,000) |
Accrued expenses | (3,000) | (92,000) |
Accrued officers' salaries and payroll taxes | 38,000 | 72,000 |
Net cash used in operating activities | (620,000) | (2,099,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Patent costs | (21,000) | (19,000) |
Net cash used in investing activities | (21,000) | (19,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of warrants | 1,027,000 | |
Purchase of treasury stock | (55,000) | |
Net cash provided by financing activities | 972,000 | |
NET DECREASE IN CASH | 331,000 | (2,118,000) |
CASH, BEGINNING OF PERIOD | 579,000 | 2,424,000 |
CASH, END OF PERIOD | 910,000 | 306,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 51,000 | 63,000 |
Cash paid for tax | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES | ||
Conversion of Series B Convertible Preferred stock to Common stock | $ 476,000 | |
Excess of exercise price of 1,045 warrant over fair value | $ 478,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 3 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Nature of Operations | |
Basis of Presentation and Nature of Operations | Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of Innovation Pharmaceuticals Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited financial statements for the year ended June 30, 2019, included in our Annual Report on Form 10-K for the year ended June 30, 2019. In the opinion of the management of Innovation Pharmaceuticals Inc., all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company,” “we,” “us” or “our” mean Innovation Pharmaceuticals Inc. Basis of Presentation Innovation Pharmaceuticals Inc. (“Innovation”) was incorporated on August 1, 2005 in the State of Nevada. Effective June 5, 2017, the Company amended its Articles of Incorporation and changed its name from Cellceutix Corporation to Innovation Pharmaceuticals Inc. On February 15, 2019, the Company formed IPIX Pharma Limited (“IPIX Pharma”), a wholly-owned subsidiary incorporated under the Companies Act 2014 of Ireland. IPIX Pharma is a Private Company Limited by Shares. The subsidiary will serve as a key hub for strategic collaboration with European companies and medical communities in addition to providing cost-saving efficiencies and flexibility with respect to developing Brilacidin under European Medicines Agency standards. The Company is a clinical stage biopharmaceutical company. The Company’s common stock is quoted on OTCQB, symbol “IPIX.” Basis of Consolidation These consolidated financial statements include the accounts of Innovation, a Nevada corporation, and our wholly-owned subsidiary, IPIX Pharma, an Ireland limited company. All significant intercompany transactions and balances have been eliminated in consolidation. Translation gains and losses for the three months ended September 30, 2019 and 2018 were not significant. Nature of Operations - Overview We are in the business of developing innovative small molecule therapies to treat diseases with significant medical need, particularly in the areas of inflammatory diseases, cancer, dermatology and anti-infectives. Our strategy is to use our business and scientific expertise to maximize the value of our pipeline. We will do this by focusing initially on our lead compounds, Brilacidin and Kevetrin, and advancing them as quickly as possible along the regulatory pathway. We aim to develop the highest quality data and broadest intellectual property to support our compounds. We discontinued our Prurisol psoriasis program. We currently own all development and marketing rights to our products, other than the rights granted to Alfasigma S.p.A. in July 2019, for the development, manufacturing and commercialization of locally-administered Brilacidin for UP/UPS. In order to successfully develop and market our products, we may have to partner with additional companies. Prospective partners may require that we grant them significant development and/or commercialization rights in return for agreeing to share the risk of development and/or commercialization. |
Going Concern and Liquidity
Going Concern and Liquidity | 3 Months Ended |
Sep. 30, 2019 | |
Going Concern and Liquidity | |
Going Concern and Liquidity | These financial statements have been prepared on the assumption that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. We have incurred recurring losses since inception and expect to continue to incur losses as a result of costs and expenses related to our research and development of our compounds and our corporate general and administrative expenses. As of September 30, 2019, the Company has an accumulated deficit of approximately $96.1 million, representative of recurring losses since inception. The Company earned $0.4 million as an initial upfront payment under the terms of the License Agreement with Alfasigma (see Note 7. Exclusive License Agreement to the condensed consolidated financial statements). The Company does not currently have any products on the market and will continue to not have significant revenues until it begins to market its products after it has obtained the necessary Federal Drug Administration (the “FDA”) and/ or other health authorities approval, or generates income from the licensing of its drugs. As a result, the Company expects to continue to incur losses over the next 12 months from the date of this filing. Accordingly, the Company’s planned operations, including total budgeted expenditures of approximately $11.5 million for the next twelve months, raise substantial doubt about its ability to continue as a going concern. As of September 30, 2019, the Company’s cash amounted to $0.9 million and current liabilities amounted to $7.5 million, of which $3.5 million were payables to related parties with no immediate payment terms and $2.9 million was payable to one shareholder who is our former director and officer of the Company (see Note 10. Related Party Transactions and Note 11. Convertible Note Payable - Related Party to the condensed consolidated financial statements). The Company had expended substantial funds on its clinical trials and expects to continue our spending on research and development expenditures. The Company’s net cash used in operating activities for the three months ended September 30, 2019 was approximately $0.6 million, and current projections indicate that the Company will continue to have negative cash flows from operating activities for the foreseeable future. Our net losses incurred for the three months ended September 30, 2019 and 2018, amounted to $1.6 million and $2.1 million, respectively, and we had a working capital deficit of approximately $6.5 million and $6.7 million, respectively at September 30, 2019 and June 30, 2019. The Company’s primary sources of liquidity are cash and cash equivalents as well as issuances of its equity securities. During the three months ended September 30, 2019, the Company issued 1,045 shares of its Series B 5% convertible preferred stock, for aggregate gross proceeds of $1.0 million, upon exercise of 1,045 warrants. As of September 30, 2019, Series 1-4 warrants to purchase 6,675 shares of Series B preferred stock were outstanding. As the Company cannot be certain the remaining warrants will be exercised, there can be no assurance those funds or other funds will be available when needed (see Note 13. Equity Transactions to to the condensed consolidated financial statements). The amount of cash and cash equivalents at September 30, 2019 is approximately $0.9 million. The Company expects to seek to obtain additional funding through business development activities (i.e. licensing and partnerships) and future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The Company will be unable to proceed with its planned drug development programs, meet its administrative expense requirements, capital costs, or staffing costs without raising additional capital in the future. These financial statements do not include any adjustments related to the carrying values and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Nature of Operations | |
Significant Accounting Policies and Recent Accounting Pronouncements | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets, valuation of equity grants and income tax valuation. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Basic Loss per Share Basic and diluted loss per share is computed based on the weighted-average common shares and common share equivalents outstanding during the period. Common share equivalents consist of stock options, convertible notes payable underlying shares and unvested restricted stock. Common share equivalents of 52,456,967 and 56,271,542 shares of common stock were excluded from the computation of diluted loss per share for the three months ended September 30, 2019 and 2018, respectively, because we incurred net losses for the three months ended September 30, 2019 and 2018, and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive. Treasury Stock The Company accounts for treasury stock using the cost method. There were 659,448 shares and 228,218 shares of treasury stock outstanding, purchased at a total cumulative cost of $146,000 and $91,000 as of September 30, 2019 and June 30, 2019, respectively (see Note 12. Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding to the condensed consolidated financial statements). Treasury stock, representing shares of the Company’s common stock that have been acquired for payroll tax withholding on vested stock grants, is recorded at its acquisition cost and these shares are not considered outstanding. Revenue Recognition On July 1, 2019, the Company adopted the new accounting standard ASC 606 (Topic 606), Revenue from Contracts with Customers, and all the related amendments (“new revenue standard”) using the modified retrospective method applied to those contracts which were not completed as of July 1, 2019. The adoption of ASC Topic 606 did not have impact on the Company’s consolidated financial statements or cash flows, for the Company had no revenue and no contracts which were not completed as of July 1, 2019. The Company has acquired and further developed license rights to Functional Intellectual Property (“functional IP”) that it licenses to customers for defined license periods. A functional IP license is a license to intellectual property that has significant standalone functionality that does not include supporting or maintaining the intellectual property during the license period. The Company’s patented drug formulas have significant standalone functionality in the form of their abilities to treat a disease or condition. Further, there is no expectation that the Company will undertake any activities to change the functionality of the drug formulas during the license periods (see Note 7. Exclusive License Agreement to the condensed consolidated financial statements). Under the terms of the License Agreement, Alfasigma made an initial non-refundable payment of $0.4 million to the Company and will make additional payments of up to $24.0 million to the Company based upon the achievement of certain milestones, including a $1.0 million payment due following commencement of the first phase III clinical trial of Brilacidin for UP/UPS and an additional $1.0 million payment upon the filing of a marketing approval application with the U.S. Food and Drug Administration or the European Medicines Agency. In addition, Alfasigma will pay a royalty to the Company equal to six percent of net sales of Brilacidin for UP/UPS, subject to adjustment as provided in the License Agreement. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a promised good or service is not distinct, it is combined with other performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The terms of the Company’s licensing agreement include the following: (i) up-front fees; (ii) milestone payments related to the achievement of development, regulatory, or commercial goals; and (iii) royalties on net sales of licensed products. License of Intellectual Property: Milestone Payments: Royalties: Accounting for Stock Based Compensation The stock-based compensation expense incurred by the Company for employees and directors in connection with its stock option plan is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. Effective July 1, 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The Company followed the accounting guidance in ASC 505-50-30-11 until July 1, 2019 which provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: i. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and ii. The date at which the counterparty’s performance is complete. Upon the adoption of ASU 2018-07, the Company measured the fair value of equity instruments for nonemployee based payment awards on the grant date. The components of stock-based compensation expense included in the Company’s Condensed Statement of Operations for the three months ended September 30, 2019 and 2018 are as follows (rounded to nearest thousand): Three months ended September 30 2019 2018 Research and development expenses Professional fees $ 9,000 $ 13,000 Employees’ bonus 38,000 44,000 Officers’ bonus 189,000 172,000 Total stock-based compensation expense $ 236,000 $ 229,000 Recent Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. This new pronouncement has been adopted in the first quarter of fiscal 2020 and did not have a material effect on the Company’s financial position, results of operations or cash flows. Prior to July 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients,’ which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on July 1, 2019 resulted in the recognition of operating lease right-of-use assets of approximately $670,000, lease liabilities for operating leases of approximately $670,000, and a zero cumulative-effect adjustment to accumulated deficit. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (“short-term leases”). Lease expense is recognized on a straight-line basis over the lease term. The Company determined that the operating lease right-of-use asset is impaired as of September 30, 2019, and it recognized an impairment loss of approximately $643,000, after recording amortization of the right-of-use asset for July, August, and September 2019 totaling approximately $27,000, resulting in a carrying value of $0 at September 30, 2019 (see Note 8. Operating Lease to the condensed consolidated financial statements). In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The adoption of ASU 2017-11, during the year ended June 30, 2019, did not have any impact on the financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which defines how companies should report revenues from contracts with customers. The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It provides companies with a five-step, principles-based model to use in accounting for revenue and supersedes current revenue recognition requirements, including most industry-specific and transaction-specific revenue guidance. In August 2015, the FASB deferred the effective date of the new revenue standard by one year. The guidance permits an entity to apply the standard retrospectively to all prior periods presented, with certain practical expedients, or apply the requirements in the year of adoption, through a cumulative adjustment. This new pronouncement has been adopted in the first quarter of fiscal 2019 and did not have a material effect on the Company’s financial position, results of operations or cash flows. |
Patents, net
Patents, net | 3 Months Ended |
Sep. 30, 2019 | |
Patents, net | |
Patents, net | Patents, net consisted of the following (rounded to nearest thousand): Useful life September 30, 2019 June 30, 2019 Purchased Patent Rights- Brilacidin, and related compounds 14 $ 4,082,000 $ 4,082,000 Purchased Patent Rights-Anti-microbial- surfactants and related compounds 12 144,000 144,000 Patents - Kevetrin and related compounds 17 1,139,000 1,118,000 5,365,000 5,344,000 Less: Accumulated amortization for Brilacidin, Anti-microbial- surfactants and related compounds (1,841,000 ) (1,765,000 ) Accumulated amortization for Patents-Kevetrin and related compounds (254,000 ) (237,000 ) Total $ 3,270,000 $ 3,342,000 The patents are amortized on a straight-line basis over the useful lives of the assets, determined to be 12-17 years from the date of acquisition Amortization expense for the three months ended September 30, 2019 and 2018 was approximately $93,000 and $94,000, respectively. At September 30, 2019, the future amortization period for all patents was approximately 5.93 years to 16.75 years. Future estimated annual amortization expenses are approximately $278,000 for the year ending June 30, 2020, $371,000 for each year from 2021 to 2024, and total of $1,508,000 for the year ending June 30, 2025 and thereafter. |
Accrued Expenses - Related Part
Accrued Expenses - Related Parties and Other | 3 Months Ended |
Sep. 30, 2019 | |
Accrued Expenses - Related Parties and Other | |
Accrued Expenses - Related Parties and Other | Accrued expenses consisted of the following (rounded to nearest thousand): September 30, 2019 June 30, 2019 Accrued research and development consulting fees $ 40,000 $ 40,000 Accrued rent (Note 10) - related parties 8,000 8,000 Accrued interest (Note 11) - related parties 34,000 37,000 Total $ 82,000 $ 85,000 |
Accrued Salaries and Payroll Ta
Accrued Salaries and Payroll Taxes - Related Parties and Other | 3 Months Ended |
Sep. 30, 2019 | |
Accrued Salaries and Payroll Taxes - Related Parties and Other | |
Accrued Salaries and Payroll Taxes - Related Parties and Other | Accrued salaries and payroll taxes consisted of the following (rounded to nearest thousand): September 30, 2019 June 30, 2019 Accrued salaries - related parties $ 2,999,000 $ 2,999,000 Accrued payroll taxes - related parties 130,000 130,000 Withholding tax – payroll & other taxes 72,000 33,000 Total $ 3,201,000 $ 3,162,000 |
Exclusive License Agreement
Exclusive License Agreement | 3 Months Ended |
Sep. 30, 2019 | |
Exclusive License Agreement | |
Exclusive License Agreement | On July 18, 2019, the Company entered into an Exclusive License Agreement (the “License Agreement”) with Alfasigma S.p.A., a global pharmaceutical company (“Alfasigma”), granting Alfasigma the worldwide right to develop, manufacture and commercialize locally-administered Brilacidin for the treatment of ulcerative proctitis/ulcerative proctosigmoiditis (UP/UPS). Under the terms of the License Agreement, Alfasigma made an initial upfront non-refundable payment of $0.4 million to the Company and will make additional payments of up to $24.0 million to the Company based upon the achievement of certain milestones, including a $1.0 million payment due following commencement of the first phase III clinical trial of Brilacidin for UP/UPS and an additional $1.0 million payment upon the filing of a marketing approval application with the U.S. Food and Drug Administration or the European Medicines Agency. In addition to the milestones, Alfasigma will pay a royalty to the Company equal to six percent of net sales of Brilacidin for UP/UPS, subject to adjustment as provided in the License Agreement. |
Operating Leases
Operating Leases | 3 Months Ended |
Sep. 30, 2019 | |
Operating Leases | |
Operating Leases | The Company renewed a 60-month lease to lease approximately 12,500 square feet of office space on October 1, 2018 for an additional 5 years with an automatic extension for additional successive periods of 5 years unless written notice is given not more than 12 months or less than 6 months prior to the expiration of the then current lease period. Base monthly rent is approximately $19,000 per month, subject to annual changes in the consumer price index, plus operating expenses. A deposit of $78,000 was paid at the commencement of the lease. This office space serves as the Company’s principal executive offices. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The Company determined that the operating lease right-of-use asset is fully impaired as of September 30, 2019 because of the Company’s current lack of working capital (see Note 2. Going Concern and Liquidity to the condensed consolidated financial statements) resulting in its limited usage of the leased office. The Company has been unable to enter into a sub-lease agreement for this leased office as of September 30, 2019. As such, the Company recognized an impairment loss of approximately $643,000, after recording amortization of the right-of-use asset for July, August, and September 2019 totaling approximately $27,000, resulting in a carrying value of $0 at September 30, 2019. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Three Months Ended September 30, 2019 Lease Cost Operating lease cost (included in general and administrative in the Company’s condensed consolidated statement of operations) $ 56,000 Variable lease cost 2,000 $ 58,000 Other Information Cash paid for amounts included in the measurement of lease liabilities for the three months ended September 30, 2019 $ 58,000 Weighted average remaining lease term – operating leases (in years) 3.92 years Average discount rate – operating leases 18.00 % The supplemental balance sheet information related to leases for the period is as follows: At September 30, 2019 Operating leases Short-term operating lease liabilities $ 120,000 Long-term operating lease liabilities 523,000 Total operating lease liabilities $ 643,000 The following table provides maturities of the Company’s lease liabilities at September 30, 2019 as follows: Fiscal Year Ending June 30, Operating Leases 2020 (remaining 9 months) $ 168,000 2021 223,000 2022 223,000 2023 223,000 2024 (remaining 3 months) 60,000 Total lease payments 897,000 Less: Imputed interest/present value discount (254,000 ) Present value of lease liabilities $ 643,000 Lease expenses were approximately $58,000 and $56,000 during the three months ended September 30, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | Contractual Commitment The Company has total non-cancelable contractual minimum commitments of approximately $2 million to contract research organizations as of September 30, 2019. Expenses are recognized when services are performed by the contract research organizations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | Office Lease The Company charged Kard Scientific (“KARD”) $1,800 for space for the two months of July and August, 2018. Dr. Menon, a significant shareholder of the Company and the former President of Research and former director of the Company, also serves as the Chief Operating Officer and Director of Kard Scientific. Dr. Menon’s employment was terminated with the Company on September 18, 2018, and Dr. Menon resigned from the Company’s Board of Directors on December 11, 2018. As of September 1, 2018, KARD no longer leases space from the Company. Pre-clinical Studies The Company previously engaged KARD to conduct specified pre-clinical studies. The Company did not have an exclusive arrangement with KARD. All work performed by KARD needed prior approval by the executive officers of the Company, and the Company retained all intellectual property resulting from the services by KARD. The Company no longer uses KARD. At September 30, 2019 and June 30, 2019, the accrued research and development expenses payable to KARD was approximately $1,486,000 and this amount was included in accounts payable. The Company is now reviewing these charges. Other related party transactions are disclosed in Note 11 below. |
Convertible Note Payable - Rela
Convertible Note Payable - Related Party | 3 Months Ended |
Sep. 30, 2019 | |
Convertible Note Payable - Related Party | |
Convertible Note Payable - Related Party | The Ehrlich Promissory Note C is an unsecured demand note with Mr. Ehrlich, the Company’s Chairman and CEO, that originated in 2010, bears 9% simple interest per annum and is convertible into the Company’s Class A common stock at $0.50 per share. On May 8, 2012, the Company did not have the ability to repay the Ehrlich Promissory Note C loan of approximately $2,022,000 and agreed to change the interest rate from 9% simple interest to 10% simple interest, and the Company issued 2,000,000 Equity Incentive Options exercisable at $0.51 per share equal to 110% of the closing bid price of $0.46 per share on May 7, 2012. Options are valid for ten years from the date of issuance. On January 29, 2019, the Company issued 909,090 shares of Class B common stock at the option exercise price of $0.11 per share to Mr. Ehrlich, the Company’s Chairman and CEO, for his partial exercise of his option, paid by the cancellation of debt to Mr. Ehrlich of $100,000 to satisfy the exercise price (as permitted pursuant to the terms of the option agreement). As of September 30, 2019 and June 30, 2019, the principal balance of this convertible note payable to Mr. Ehrlich, the Company’s Chairman and CEO was approximately $1,922,000 after the above mentioned cancellation of debt of $100,000 to satisfy the exercise price of his option on January 29, 2019. During the three months ended September 30, 2019 and 2018, the Company accrued interest of $48,000 and $52,000 to Mr. Ehrlich, respectively and paid the interests in cash of $51,000 and $63,000 to Mr. Ehrlich, respectively. As of September 30, 2019 and June 30, 2019, the balance of accrued interest payable were $34,000 and $37,000, respectively (see Note 5. Accrued Expenses – Related Parties and Other to the condensed consolidated financial statements). As of September 30, 2019 and June 30, 2019, the total outstanding balances of principal and interest were approximately $1,955,000 and $1,959,000, respectively. |
Equity Incentive Plans, Stock-B
Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding | 3 Months Ended |
Sep. 30, 2019 | |
Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding | |
Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding | 2016 Equity Incentive Plan On June 30, 2016, the Board of Directors adopted the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan became effective upon adoption by the Board of Directors on June 30, 2016. Up to 20,000,000 shares of the Company’s Class A common stock may be issued under the 2016 Plan (subject to adjustment as described in the 2016 Plan); provided that (1) no Outside Director (as defined in the 2016 Plan) may be granted awards covering more than 250,000 shares of common stock in any year and (2) no participant shall be granted, during any one year period, options to purchase common stock and stock appreciation rights with respect to more than 4,000,000 shares of common stock in the aggregate or any other awards with respect to more than 2,500,000 shares of common stock in the aggregate. The 2016 Plan permits the grant of ISOs, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards and performance compensation awards to employees, directors, and consultants of the Company and its affiliates. In connection with adoption of the 2016 Plan, the Board of Directors also approved forms of Incentive Stock Option Agreement for Employees, Non-qualified Stock Option Agreement for Employees, Non-qualified Stock Option Agreement for Non-Employee Directors, Restricted Stock Award Agreement for Employees and Restricted Stock Award Agreement for Non-Employee Directors that will be utilized by the Company to grant options and restricted shares under the 2016 Plan. On January 29, 2019, the Company issued 909,090 shares of Class B common stock at the option exercise price of $0.11 per share to Mr. Ehrlich, the Company’s Chairman and CEO (see Note 11. Convertible Note Payable - Related Party to the condensed consolidated financial statements). Stock Options Issued and Outstanding The following table summarizes all stock option activity under the Company’s equity incentive plans: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 41,643,571 $ 0.22 2.76 $ 17,523,113 Granted 1,195,826 $ 0.31 7.64 Exercised (909,090 ) $ 0.11 Forfeited/expired (19,260,424 ) $ 0.21 Outstanding at June 30, 2019 22,669,883 $ 0.24 2.41 $ 1,340,000 Granted 790,826 $ 0.13 10.0 Exercised - $ - - Forfeited/expired (7,500 ) $ 1.38 0 Outstanding at September 30, 2019 23,453,209 $ 0.24 2.42 $ - Exercisable at September 30, 2019 22,034,643 $ 0.24 2.00 $ - Unvested stock options at September 30, 2019 1,418,566 $ 0.23 8.95 $ - The fair value of options granted for the three months ended September 30, 2019 and 2018 was estimated on the date of grant using the Black-Scholes-Merton Model that uses assumptions noted in the following table. Three months ended September 30, 2019 2018 Expected term (in years) 10 10 Expected stock price volatility 92.21 % 104.11 % Risk-free interest rate 1.50 % 2.86 % Expected dividend yield 0 0 Stock-Based Compensation The Company recognized approximately $236,000 and $229,000 of total stock-based compensation costs related to equity grant awards for the three months ended September 30, 2019 and 2018, respectively. The $236,000 of stock-based compensation expense for the three months ended September 30, 2019 included approximately $140,000 of stock options expense and $96,000 of restricted stock awards. During the three months ended September 30, 2019 and 2018 On September 1, 2019, the Company issued to Dr. Bertolino for his services rendered 1,066,667 shares of common stock, vesting 50% upon the first anniversary of the grant date and 50% upon the second anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. The Company also issued 617,839 stock options to purchase shares of the Company’s common stock. These stock options are valued at approximately $71,000, based on the closing bid price as quoted on the OTC on August 30, 2019 at $0.132 per share. These options were issued with an exercise price of $0.132 and vest 50% upon the first anniversary of the grant date and 50% upon the second anniversary of the grant date, with acceleration as defined in award agreement, with a ten year option term. During the three months ended September 30, 2019, the Company recorded approximately $8,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $3,000 of stock option expense and $5,000 of stock awards. On September 1, 2019, the Company also issued to Ms. Harness 58,394 shares of the Company’s common stock, 33 1/3% vesting upon the first anniversary of the grant date, 33 1/3% upon the second anniversary of the grant date and 33 1/3% upon the third anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. The Company also issued 172,987 options to purchase common stock. These stock options are valued at approximately $20,000, based on the closing bid price as quoted on the OTC on August 30, 2019 at $0.132 per share. These options were issued with an exercise price of $0.132 and vest 33 1/3% upon the first anniversary of the grant date, 33 1/3% upon the second anniversary of the grant date, and 33 1/3% upon the third anniversary of the grant date, with acceleration of vesting upon certain events. During the three months ended September 30, 2019, the Company recorded approximately $1,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $1,000 of stock option expense. On September 1, 2018, the Company issued to Dr. Arthur Bertolino, the President and Chief Medical Officer of the Company, for his services rendered 1,066,667 shares of common stock, vesting 50% upon the first anniversary of the grant date and 50% upon the second anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. The Company also issued 617,839 stock options to purchase shares of the Company’s common stock. These stock options are valued at approximately $225,000, based on the closing bid price as quoted on the OTCQB on August 31, 2018 at $0.40 per share. These options were issued with an exercise price of $0.40 per share and vest 50% upon the first anniversary of the grant date and 50% upon the second anniversary of the grant date, with acceleration as defined in award agreement, with a ten year option term. During the three months ended September 30, 2019, the Company recorded approximately $82,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $28,000 of stock option expense and $54,000 of stock awards. During the three months ended September 30, 2018, the Company recorded approximately $26,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $9,000 of stock option expense and $17,000 of stock awards. On September 1, 2018, the Company also issued to Ms. Jane Harness, the Senior Vice President, Clinical Sciences and Portfolio Management of the Company, 58,394 shares of the Company’s common stock, 33 1/3% vesting upon the first anniversary of the grant date, 33 1/3% upon the second anniversary of the grant date and 33 1/3% upon the third anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. The Company also issued 172,987 options to purchase common stock. These stock options are valued at approximately $63,000, based on the closing bid price as quoted on the OTCQB on August 31, 2018 at $0.40 per share. These options were issued with an exercise price of $0.40 per share and vest 33 1/3% upon the first anniversary of the grant date, 33 1/3% upon the second anniversary of the grant date, and 33 1/3% upon the third anniversary of the grant date, with acceleration of vesting upon certain events. During the three months ended September 30, 2019, the Company recorded approximately $7,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $5,000 of stock option expense and $2,000 of stock awards. During the three months ended September 30, 2018, the Company recorded approximately $2,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $1,000 of stock option expense and $1,000 of stock awards. On September 1, 2017, the Company agreed to grant to Dr. Arthur Bertolino, the President and Chief Medical Officer of the Company, under the 2016 Plan (i) 1,066,667 shares of restricted stock and (ii) a ten-year option to purchase 617,839 shares of the Company’s Class A common stock at an exercise price of $0.705 per share. Both shares and options shall vest upon the earliest to occur of the following: (1) 50% upon the first anniversary of the effective date and the remaining 50% upon the second anniversary of the effective date; (2) shares of the Company’s common stock close above $3.00 per share (as may be adjusted for any stock splits or similar actions); (3) the commencement of trading of shares of the Company’s common stock on a national securities exchange; or (4) upon a change in control of the Company. The 1,066,667 shares were valued at approximately $752,000 and the 617,839 stock options valued at approximately $399,000. Both shares and options were planned to be amortized over 2 years to September 1, 2019 unless the probability of the other above vesting requirements occurring were met at an earlier date. At June 30, 2018, the Company determined that it was not probable that these accelerated vesting provisions would occur earlier than the scheduled vesting date. During the three months ended September 30, 2019, the Company recorded approximately $99,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $34,000 of stock option expense and $65,000 of stock awards. During the three months ended September 30, 2018, the Company recorded approximately $146,000 of stock-based compensation expense in connection with the foregoing equity awards, including approximately $51,000 of stock option expense and $95,000 of stock awards. On September 1, 2017, the Company agreed to grant to Ms. Jane Harness, the Senior Vice President, Clinical Sciences and Portfolio Management of the Company under the 2016 Plan (i) 58,394 shares of restricted stock and (ii) a ten-year option to purchase 172,987 shares of the Company’s Class A common stock at an exercise price of $0.705 per share. Both shares and options shall vest upon the earliest to occur of the following: (1) one third upon the first anniversary of the effective date, one third upon the second anniversary of the effective date, and the remaining one third upon the third anniversary of the effective date; or (2) upon a change in control of the Company. The 58,394 shares were valued at approximately $41,000 and the 172,987 stock options valued at approximately $112,000. Both shares and options were planned to be amortized over 3 years to September 1, 2020 unless the other vesting requirements are met sooner. During the three months ended September 30, 2019, the Company recorded approximately $13,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $10,000 of stock option expense and $3,000 of stock awards. During the three months ended September 30, 2018, the Company recorded approximately $13,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $10,000 of stock option expense and $3,000 of stock awards. On September 1, 2016, the Company and Jane Harness entered into an executive employment agreement as the Company’s VP, Clinical Sciences and Project Management, effective on September 1, 2016. Commencing on September 1, 2016, the Company agreed to pay Ms. Harness an annual salary of $250,000. In addition, the Company agreed to grant to Ms. Harness under the Company 2016 Equity Incentive Plan (i) 58,394 shares of restricted stock, which shall vest upon the earliest to occur of the following: (1) one third (33 1/3 %) upon the first anniversary of the effective date, one third (33 1/3 %) upon the second anniversary of the effective date, and the remaining one third (33 1/3 %) upon the third anniversary of the effective date; or (2) upon a Change in Control (as defined in the employment agreement) of the Company. Ten-year options to purchase 172,987 shares of the Company’s common stock were also granted at an exercise price of $1.37 per share, which shall vest upon the earliest to occur of the following: (1) one third (33 1/3 %) upon the first anniversary of the effective date, and the remaining balance vesting monthly in equal portions over the following 24 months; and (2) upon a Change in Control (as defined in the employment agreement) of the Company. The 58,394 shares were valued at approximately $80,000, which were amortized over three years to September 1, 2019. The 172,987 stock options were valued at approximately $220,000 and will be exercisable for 10 years at an exercise price of $1.26 per share. They were amortized over 3 years to September 1, 2019. During the three months ended September 30, 2019, the Company recorded approximately $17,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $12,000 of stock option expense and $5,000 of stock awards. During the three months ended September 30, 2018, the Company recorded approximately $25,000 of stock-based compensation expense in connection with the foregoing equity awards including approximately $18,000 of stock option expense and $7,000 of stock awards. During the three months ended September 30, 2019, the Company recorded approximately $9,000 of stock-based compensation expense to consultants in connection with the foregoing equity awards including approximately $6,000 of stock option expense and $3,000 of stock awards. During the three months ended September 30, 2018, the Company recorded approximately $13,000 of stock-based compensation expense to consultants in connection with the foregoing equity awards including approximately $10,000 of stock option expense and $3,000 of stock awards. Purchase of Treasury Stock On September 1, 2019, 58,394 restricted shares issued to Ms. Harness vested. The total taxable compensation to Ms. Harness for the 58,394 vested shares was approximately $1,222, based upon the closing stock price on August 31, 2019 of $0.13 a share. The Company issued 48,775 common shares (net share issuance amount), to Ms. Harness. The remaining 9,619 shares of common stock were withheld from Ms. Harness for the payment of payroll taxes to the Federal and State taxing authorities and these shares withheld are being reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets. On September 1, 2019, 1,066,667 restricted shares issued to Dr. Bertolino vested. The total taxable compensation to Dr. Bertolino for the 1,066,667 vested shares was approximately $53,545, based upon the closing stock price on August 30, 2019 of $0.13 a share. The Company issued 645,056 common shares (net share issuance amount), to Dr. Bertolino. The remaining 421,611 shares of common stock were withheld from Dr. Bertolino for the payment of payroll taxes to the Federal and State taxing authorities and these shares withheld are being reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets. On September 1, 2018, 38,930 restricted shares issued to Ms. Harness vested. The total taxable compensation to Ms. Harness for the 38,930 vested shares was approximately $3,690, based upon the closing stock price on August 31, 2018 of $0.40 a share. The Company issued 29,658 common shares (net share issuance amount), to Ms. Harness. The remaining 9,272 shares of common stock were withheld from Ms. Harness for the payment of payroll taxes to the Federal and State taxing authorities and these shares withheld are being reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets. On September 1, 2018, 533,334 restricted shares issued to Dr. Bertolino vested. The total taxable compensation to Dr. Bertolino for the 533,334 vested shares was approximately $87,140, based upon the closing stock price on August 31, 2018 of $0.40 a share. The Company issued 314,387 common shares (net share issuance amount), to Dr. Bertolino. The remaining 218,946 shares of common stock were withheld from Dr. Bertolino for the payment of payroll taxes to the Federal and State taxing authorities and these shares withheld are being reported by the Company as treasury stock, at cost, on the Company’s accompanying balance sheets. There were 659,448 shares and 228,218 shares of treasury stock outstanding, purchased at a total cumulative cost of $146,000 and $91,000 as of September 30, 2019 and June 30, 2019, respectively. Restricted Stock Awards Outstanding The following summarizes our restricted stock activity: Weighted Average Number of Grant Date Shares Fair Value Total awards outstanding at June 30, 2018 1,208,157 $ 0.72 Total shares granted 1,130,061 $ 0.40 Total shares vested (597,263 ) $ 0.72 Total shares forfeited (11,667 ) $ 0.76 Total unvested shares outstanding at June 30, 2019 1,729,288 $ 0.51 Total shares granted 1,125,061 $ 0.13 Total shares vested (1,125,061 ) $ 0.57 Total shares forfeited - $ - Total unvested shares outstanding at September 30, 2019 1,729,288 $ 0.23 Scheduled vesting for outstanding restricted stock awards at September 30, 2019 is as follows: Year Ending June 30, 2020 2021 2022 2023 Total Scheduled vesting 12,500 1,125,062 572,262 19,464 1,729,288 As of September 30, 2019, there was approximately $0.4 million of net unrecognized compensation cost related to unvested restricted stock-based compensation arrangements. This compensation is recognized on a straight-line basis resulting in approximately $0.3 million of compensation expected to be expensed over the next twelve months, and the total unrecognized stock-based compensation expense having a weighted average recognition period of 1.37 years. Exercise of options During the three months ended September 30, 2019 and 2018, there were no stock options exercised. Stock Warrants Outstanding Warrants to Purchase 5% convertible preferred stock (“Series B preferred stock”) On October 5, 2018, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with one multi-family office for the sale of 2,000 shares of the Company’s newly-created Series B 5% convertible preferred stock (“Series B preferred stock”), for aggregate gross proceeds of approximately $2.0 million. Each share of preferred stock was initially sold together with three warrants: (i) a Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance (later extended to 15 months following issuance), (ii) a Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance, and (iii) a Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance. On May 9, 2019, the Company entered into a warrant restructuring and additional issuance agreement (the “Issuance Agreement”) with the holders of the Series B preferred stock and warrants pursuant to which the Company issued an additional 100 shares of Series B preferred stock and Series 4 warrants to purchase an additional 2,500 shares of preferred stock, and the holders of the Series B preferred stock and warrants agreed to exercise warrants to purchase up to $2.0 million of Series B preferred stock through November 2019 subject to the conditions set forth in the Issuance Agreement. The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock. The warrants issued in connection with the Series B preferred stock are deemed to be free standing equity instruments and are recorded in permanent equity (additional paid in capital) based on a relative fair value allocation of proceeds (i.e. warrants’ relative fair value to the Series B preferred stock fair value (without the warrants)) with an offsetting discount to the Series B preferred stock. Exercise of warrants During the period from October 5, 2018 (date of issuance of preferred stock and warrants) to June 30, 2019, the Company issued 2,780 shares of its Series B 5% convertible preferred stock, for aggregate gross proceeds of $2.73 million, upon exercise of 2,780 warrants issued by the Company in October 2018. As of June 30, 2019, Series 1-4 warrants to purchase 7,720 shares of Series B preferred stock were outstanding. During the three months ended September 30, 2019, the Company issued 1,045 shares of its Series B 5% convertible preferred stock, for aggregate gross proceeds of $1.0 million, upon exercise of 1,045 warrants. As of September 30, 2019, Series 1-4 warrants to purchase 6,675 shares of Series B preferred stock were outstanding. As the Company cannot be certain the remaining warrants will be exercised, there can be no assurance those funds or other funds will be available when needed (see Note 13. Equity Transactions to the condensed consolidated financial statements). The following table summarizes the outstanding Series B preferred stock warrants: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 - $ - - $ - Granted 10,500 982.50 2.00 Exercised (2,780 ) 982.50 2.00 Expired - - Outstanding at June 30, 2019 7,720 $ 985.50 1.21 $ 752,700 Granted - - - Exercised (1,045 ) 982.50 1.43 Expired - - Outstanding at September30, 2019 6,675 $ 985.50 1.06 $ 650,813 Warrants to Purchase Common Stock On June 28, 2018, the Company entered into a Securities Purchase Agreement with Aspire Capital Fund, LLC, pursuant to which the Company agreed to sell up to $7.0 million of shares of the Company’s Class A common stock to Aspire Capital, without an underwriter or placement agent. The Company issued to Aspire Capital warrants to purchase 8,000,000 shares of its common stock exercisable for 5 years at an exercise price of $0.38 per share. The warrants were recorded within stockholders’ deficiency. The fair value of the warrants issued on June 28, 2018 was estimated on the date of issuance using the Black-Scholes-Merton Model that uses assumptions noted in the following table. The value of the warrants issued was approximately $1.7 million. Year Ended June 30, 2019 2018 Expected term (in years) 5 - 10 3 Expected stock price volatility 67.34% - 104.11% 82.36 % Risk-free interest rate 2.51% - 2.86% 2.73 % Expected dividend yield 0 0 The following table summarizes the outstanding common stock warrants: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 8,000,000 $ 0.38 5.0 $ - Extended - - - Granted - - - Exercised - - - Expired - - - Outstanding at June 30, 2019 8,000,000 $ 0.38 4.0 $ - Extended - - - Granted - - - Exercised - - - Expired - - - Outstanding at September 30, 2019 8,000,000 $ 0.38 4.0 $ - As of September 30, 2019 and June 30, 2019, 8,000,000 warrants to purchase shares of the Company’s common stock exercisable for 5 years at an exercise price of $0.38 per share were outstanding. |
Equity Transactions
Equity Transactions | 3 Months Ended |
Sep. 30, 2019 | |
Equity Transactions | |
Equity Transactions | Class B common stock On January 29, 2019, the Company issued 909,090 shares of Class B common stock at the option exercise price of $0.11 per share to Mr. Ehrlich, the Company’s Chairman and CEO (See Note 11. Convertible Note Payable to the condensed consolidated financial statements). As of September 30, 2019 and June 30, 2019, 909,090 shares of Class B common stock were outstanding. Series B 5% convertible preferred stock purchase agreement On October 5, 2018, as modified on May 9, 2019 (see Warrant Restructuring and Additional Issuance Agreement as described below), the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with one multi-family office for the sale of an aggregate of 2,000 shares of the Company’s newly-created Series B 5% convertible preferred stock ( “Series B preferred stock” or “preferred stock”), for aggregate gross proceeds of approximately $2.0 million. An initial closing for the sale of 1,250 shares of the Series B preferred stock closed on October 9, 2018, and a second closing for the sale of 750 shares of the Series B preferred stock closed on October 12, 2018. Under the Securities Purchase Agreement, the Company also issued to the investors warrants to purchase up to an additional 8,000 shares of preferred stock. The Series B preferred stock is mandatorily redeemable under certain circumstances and, as such, is presented as a liability on the consolidated balance sheets. The Company has elected to measure the value of its preferred stock using the fair value method with offsetting discounts associated with the fair value allocated to the warrants and for the intrinsic value attributed to the beneficial conversion feature (“BCF”). The fair value of the Series B preferred stock (without the warrants) will be assessed at each subsequent reporting date with changes in fair value recorded in the profit and loss as a separate line item below the “loss from operations” section, in accordance with ASC 480-10-35-5. The warrants issued in connection with the Series B preferred stock are deemed to be free standing equity instruments and are recorded in permanent equity (additional paid in capital) based on a relative fair value allocation of proceeds (i.e. warrants’ relative fair value to the Series B preferred stock fair value (without the warrants)) with an offsetting discount to the Series B preferred stock. Given that the Series B preferred stock is convertible at any time under these features, the underlying warrant discounts were accreted upon issuance and recorded as interest (resulting in no remaining discount to the Series B preferred stock liability after the issuance). The Company recorded the October 9, 2018 issuance of 1,250 shares Series B Preferred Stock at approximately $0.7 million and the underlying Series 1, Series 2 and Series 3 warrants at approximately $0.5 million in total by allocating the gross proceeds to Series B preferred stock (without the warrants) and warrants based on their relative fair values or direct valuation as appropriate. The Company recorded BCF of approximately $1.2 million associated with the issuance of the 1,250 shares of Series B preferred stock to additional paid-in capital. The Company then recorded interest of approximately $1.2 million for the BCF and warrant discounts as a first day interest given that the Series B preferred shares can be converted at any time to common stock and given no set term. The Company recorded the October 12, 2018 issuance of 750 shares Series B Preferred Stock at approximately $0.4 million and the underlying Series 1, Series 2 and Series 3 warrants at approximately $0.3 million in total by allocating the gross proceeds to Series B preferred stock (without the warrants) and warrants based on their relative fair values or direct valuation as appropriate. The Company recorded BCF of approximately $0.7 million associated with the issuance of the 750 shares of Series B preferred stock to additional paid-in capital. The Company then recorded interest of approximately $0.7 million for the BCF and warrant discounts as a first day interest given that Series B preferred shares can be converted at any time to common stock and given no set term. The issuance costs associated with the Series B preferred stock transaction were attributed to the Series B preferred stock (without the warrants) and to the Series 1, Series 2 and Series 3 warrants based on their relative fair values. The issuance costs attributed to the warrants of $32,000 were reflected as a reduction to additional paid-in capital. The issuances costs associated with the Series B preferred stock liability of $41,000 was recorded immediately as an element of interest cost, which are reflected in interest expense - preferred stock. The Company recognized change in fair value of preferred stock liabilities of $102,000 and $0 under Other (income) expense in the accompanying consolidated Statements of Operations for the three months ended September 30, 2019 and 2018, respectively. Underlying Series B preferred stock dividends, paid quarterly, was accrued as interest (given the liability classification of the Series B preferred stock) on a daily basis given fixed dividend terms under the Series B preferred stock. The Company recorded 5% dividend accretion on total outstanding Series B preferred stock at September 30, 2019 and June 30, 2019 The total dividends of approximately $42,000 are treated as interest during the period from October 5, 2018 (date of issuance of preferred stock and warrants) to June 30, 2019. The approximately $17,000 dividends was paid by issuance of Series B preferred stocks, so the remaining accrued dividends of $25,000 was recorded under Preferred stock liability as of June 30, 2019 and was paid by issuance of Series B preferred stocks subsequent to the balance sheet date. The total dividends of approximately $20,000 are treated as interest expense – preferred stock during the three months ended September 30, 2019. The approximately $24,000 of the Series B preferred stock dividends was paid by issuance of Series B preferred stocks, so the remaining accrued dividends of $21,000 was included at Preferred stock liability as of September 30, 2019. Terms of the Preferred Stock The rights and preferences of the preferred stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series B 5% Convertible Preferred Stock filed with the Nevada Secretary of State on October 5, 2018 (the “Certificate of Designation”). Each share of preferred stock has an initial stated value of $1,080 and may be converted at any time at the holder’s option into shares of the Company’s common stock at a conversion price equal of the lower of (i) $0.32 per share and (ii) 85% of the lowest volume weighted average price of the Company’s common stock on a trading day during the ten trading days prior to and ending on, and including, the conversion date. The conversion price may be adjusted following certain triggering events and subsequent equity sales and is subject to appropriate adjustment in the event of stock splits, stock dividends, recapitalization or similar events affecting the Company’s common stock. The holders of the preferred stock are limited in the amount of stated value of the preferred stock they can convert on any trading day. The conversion cap limits conversions by the holders to the greater of $75,000 and an amount equal to 30% of the aggregate dollar trading volume of the Company’s common stock for the five trading days immediately preceding, and including, the conversion date. However, the conversion cap will be increased if the trading volume in the first 30 minutes of any trading session exceeds certain trailing average daily volume amounts. In addition, the holders of the preferred stock may not convert shares of preferred stock if, after giving effect to the conversion, a holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of the Company’s common stock. Redemption Rights Following 30 days after the initial closing, the Company may elect to redeem the preferred stock for 120% of the aggregate stated value then outstanding, plus all accrued but unpaid dividends and all liquidated damages and other amounts due in respect of the preferred stock. The Company’s right to redeem the preferred stock is contingent upon it having complied with a number of conditions, including compliance with its obligations under the Certificate of Designation. Shares of preferred stock generally have no voting rights, except as required by law and except that the Company shall not take certain actions without the consent of the holders of the preferred stock. Warrants Each share of preferred stock was initially sold together with three warrants: (i) a Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up nine months following issuance (later extended to 15 months following issuance), (ii) a Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance, and (iii) a Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance. On May 9, 2019, the Company entered into a warrant restructuring and additional issuance agreement (the “Issuance Agreement”) with the holders of the Series B preferred stock and warrants pursuant to which the Company issued an additional 100 shares of Series B preferred stock and Series 4 warrants to purchase an additional 2,500 shares of preferred stock, and the holders of the Series B preferred stock and warrants agreed to exercise warrants to purchase up to $2.0 million of Series B preferred stock through November 2019 subject to the conditions set forth in the Issuance Agreement. The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock, all 400 shares of which had been issued as of September 30, 2019. The Series B Preferred shareholders’ warrants held were modified on May 9, 2019 (see Warrant Restructuring and Additional Issuance Agreement described below). Pursuant to this warrant restructuring agreement, the Company had the option to compel these shareholders to exercise each month up to $400,000 of their Series 1 warrants. These warrant holders exercised a total of approximately $2.5 million of their Series 1 to 4 warrants, starting from May 2019 through September 2019. In addition, subject to the satisfaction of certain circumstances, the Company may call for cancellation any or all of the warrants following 90 days after their issuance, for a payment in cash equal to 8% of the aggregate exercise price of the warrants being called. The warrants subject to any such call notice will be cancelled 30 days following the Company’s payment of the call fee, provided that the warrant holders have not exercised the warrants prior to cancellation. Conversion of preferred stock to common stock During the year ended June 30, 2019, the two preferred stockholders converted 3,891 shares of Series B preferred stock into 39.2 million shares of common stock. With regard to conversions, the Company reversed Series B preferred stock liability relating to the conversion and recorded as Additional paid-in capital at par value. The Company reversed the amount of approximately $3,068,000 based on the proportion of Series B preferred stock converted relative to the original total issued. As of June 30, 2019, 1,096 shares of Series B 5% convertible preferred stock were outstanding. During the three months ended September 30, 2019, the two preferred stockholders converted 890 shares of Series B preferred stock into 9.0 million shares of common stock. As of September 30, 2019, 1,584 shares of Series B 5% convertible preferred stock were outstanding. Warrant Restructuring and Additional Issuance Agreement On May 9, 2019, the Company entered into a Warrant Restructuring and Additional Issuance Agreement (“Issuance Agreement”) with the Series B investors of its Series B preferred stock and warrants to purchase Series B preferred stock. Pursuant to the Issuance Agreement, the Series B investors have agreed, subject to the conditions set forth therein, to exercise existing warrants to purchase 500 shares of preferred stock and to amend the existing warrants to permit the Company to compel the exercise of up to $400,000 of existing warrants each calendar month commencing June 3, 2019 and ending November 1, 2019, or, if earlier, until the aggregate amount of the forced exercises is $2,000,000. As consideration for the Series B investors entering into the Issuance Agreement, the Company has issued 100 shares of preferred stock and warrants to purchase 2,500 shares of preferred stock (“Series 4 warrants”) to the Series B investors. In addition, the Company extended the termination date for the Series 1 warrants issued in October 2018 by six months, and has agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock, all 400 shares of which had been issued as of September 30, 2019. The warrants were modified in accordance with ASC 470-50 and, as a result, immediately prior to the modification, the Company recognized a loss of approximately $63,000 to change in fair value of preferred stock liabilities under Other (income) expense in the accompanying consolidated Statements of Operations. Subsequent to the modification, the Company recognized an expense of approximately $294,000 due to the above modification of Series B preferred stock terms in the accompanying consolidated statements of operations The fair value of the Series B convertible preferred stock is measured in accordance with ASC 820 “Fair Value Measurement,” using “Monte Carlo simulation” modeling, incorporating the following inputs: June 30, 2019 May 9, 2019 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 54.5 % 51.9 % Risk-free interest rate 2.18 % 2.43 % Expected term of warrants (years) 0.1 0.25 Stock price $ 535.12 $ 535.12 Exercise price $ 982.50 $ 982.50 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurement | |
Fair Value Measurement | The Company has elected to measure its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The Company calculates the fair value of the Series B Preferred stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company’s stock price. These valuations are considered to be Level 3 fair value measurements as the significant inputs are unobservable and require significant management judgment or estimation. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 preferred stock liability balance for the period from October 5, 2018 (date of issuance of preferred stock and warrants) to June 30, 2019 and September 30, 2019. Series B 5% convertible preferred stock liability Balance, July 1, 2018 $ — Issuance of preferred stock at fair value 1,116,000 Issuance of preferred stock by exercise of warrants 2,895,000 Conversion of preferred stock to common stock (3,068,000 ) Change in fair value of preferred stock due to modification of terms (357,000 ) Issuance of 100 shares valued at $535.12 per share Series B Preferred Stock per May 2019 Modification 54,000 Contingent consideration of 400 extra shares 214,000 5% accrued dividend (1) 25,000 Balance, June 30, 2019 $ 879,000 Issuance of preferred stock through accrued dividend, valued at fair value 12,000 Issuance of preferred stock by exercise of warrants 559,000 Conversion of preferred stock to common stock (476,000 ) Change in fair value of preferred stock due to modification of terms (102,000 ) 5% accrued dividend (1) 20,000 Settlement of accrued dividend by issuance of PS (24,000 ) Balance, September 30, 2019 $ 868,000 (1) The 5% accrued dividend is reported in interest expense—preferred stock. The total dividends of approximately $20,000 are treated as interest expense – preferred stock during the three months ended September 30, 2019. The approximately $24,000 of the Series B preferred stock dividends was paid by issuance of Series B preferred stocks, so the remaining accrued dividends of $21,000 was included at Preferred stock liability as of September 30, 2019. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Nature of Operations | |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets, valuation of equity grants and income tax valuation. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Basic Loss per Share | Basic and diluted loss per share is computed based on the weighted-average common shares and common share equivalents outstanding during the period. Common share equivalents consist of stock options, convertible notes payable underlying shares and unvested restricted stock. Common share equivalents of 52,456,967 and 56,271,542 shares of common stock were excluded from the computation of diluted loss per share for the three months ended September 30, 2019 and 2018, respectively, because we incurred net losses for the three months ended September 30, 2019 and 2018, and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive. |
Treasury Stock | The Company accounts for treasury stock using the cost method. There were 659,448 shares and 228,218 shares of treasury stock outstanding, purchased at a total cumulative cost of $146,000 and $91,000 as of September 30, 2019 and June 30, 2019, respectively (see Note 12. Equity Incentive Plans, Stock-Based Compensation, Exercise of Options and Warrants Outstanding to the condensed consolidated financial statements). Treasury stock, representing shares of the Company’s common stock that have been acquired for payroll tax withholding on vested stock grants, is recorded at its acquisition cost and these shares are not considered outstanding. |
Revenue Recognition | On July 1, 2019, the Company adopted the new accounting standard ASC 606 (Topic 606), Revenue from Contracts with Customers, and all the related amendments (“new revenue standard”) using the modified retrospective method applied to those contracts which were not completed as of July 1, 2019. The adoption of ASC Topic 606 did not have impact on the Company’s consolidated financial statements or cash flows, for the Company had no revenue and no contracts which were not completed as of July 1, 2019. The Company has acquired and further developed license rights to Functional Intellectual Property (“functional IP”) that it licenses to customers for defined license periods. A functional IP license is a license to intellectual property that has significant standalone functionality that does not include supporting or maintaining the intellectual property during the license period. The Company’s patented drug formulas have significant standalone functionality in the form of their abilities to treat a disease or condition. Further, there is no expectation that the Company will undertake any activities to change the functionality of the drug formulas during the license periods (see Note 7. Exclusive License Agreement to the condensed consolidated financial statements). Under the terms of the License Agreement, Alfasigma made an initial non-refundable payment of $0.4 million to the Company and will make additional payments of up to $24.0 million to the Company based upon the achievement of certain milestones, including a $1.0 million payment due following commencement of the first phase III clinical trial of Brilacidin for UP/UPS and an additional $1.0 million payment upon the filing of a marketing approval application with the U.S. Food and Drug Administration or the European Medicines Agency. In addition, Alfasigma will pay a royalty to the Company equal to six percent of net sales of Brilacidin for UP/UPS, subject to adjustment as provided in the License Agreement. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a promised good or service is not distinct, it is combined with other performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The terms of the Company’s licensing agreement include the following: (i) up-front fees; (ii) milestone payments related to the achievement of development, regulatory, or commercial goals; and (iii) royalties on net sales of licensed products. License of Intellectual Property: Milestone Payments: Royalties: |
Accounting for Stock Based Compensation | The stock-based compensation expense incurred by the Company for employees and directors in connection with its stock option plan is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. Effective July 1, 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The Company followed the accounting guidance in ASC 505-50-30-11 until July 1, 2019 which provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: i. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and ii. The date at which the counterparty’s performance is complete. Upon the adoption of ASU 2018-07, the Company measured the fair value of equity instruments for nonemployee based payment awards on the grant date. The components of stock-based compensation expense included in the Company’s Condensed Statement of Operations for the three months ended September 30, 2019 and 2018 are as follows (rounded to nearest thousand): Three months ended September 30 2019 2018 Research and development expenses Professional fees $ 9,000 $ 13,000 Employees’ bonus 38,000 44,000 Officers’ bonus 189,000 172,000 Total stock-based compensation expense $ 236,000 $ 229,000 |
Recent Adopted Accounting Pronouncements | In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. This new pronouncement has been adopted in the first quarter of fiscal 2020 and did not have a material effect on the Company’s financial position, results of operations or cash flows. Prior to July 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective July 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients,’ which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on July 1, 2019 resulted in the recognition of operating lease right-of-use assets of approximately $670,000, lease liabilities for operating leases of approximately $670,000, and a zero cumulative-effect adjustment to accumulated deficit. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (“short-term leases”). Lease expense is recognized on a straight-line basis over the lease term. The Company determined that the operating lease right-of-use asset is impaired as of September 30, 2019, and it recognized an impairment loss of approximately $643,000, after recording amortization of the right-of-use asset for July, August, and September 2019 totaling approximately $27,000, resulting in a carrying value of $0 at September 30, 2019 (see Note 8. Operating Lease to the condensed consolidated financial statements). In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The adoption of ASU 2017-11, during the year ended June 30, 2019, did not have any impact on the financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which defines how companies should report revenues from contracts with customers. The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It provides companies with a five-step, principles-based model to use in accounting for revenue and supersedes current revenue recognition requirements, including most industry-specific and transaction-specific revenue guidance. In August 2015, the FASB deferred the effective date of the new revenue standard by one year. The guidance permits an entity to apply the standard retrospectively to all prior periods presented, with certain practical expedients, or apply the requirements in the year of adoption, through a cumulative adjustment. This new pronouncement has been adopted in the first quarter of fiscal 2019 and did not have a material effect on the Company’s financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Nature of Operations | |
Schedule of components of stock based compensation related to stock options recognized in the company's statement of operations | Three months ended September 30 2019 2018 Research and development expenses Professional fees $ 9,000 $ 13,000 Employees’ bonus 38,000 44,000 Officers’ bonus 189,000 172,000 Total stock-based compensation expense $ 236,000 $ 229,000 |
Patents, net (Tables)
Patents, net (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Patents, net (Tables) | |
Schedule of patents | Useful life September 30, 2019 June 30, 2019 Purchased Patent Rights- Brilacidin, and related compounds 14 $ 4,082,000 $ 4,082,000 Purchased Patent Rights-Anti-microbial- surfactants and related compounds 12 144,000 144,000 Patents - Kevetrin and related compounds 17 1,139,000 1,118,000 5,365,000 5,344,000 Less: Accumulated amortization for Brilacidin, Anti-microbial- surfactants and related compounds (1,841,000 ) (1,765,000 ) Accumulated amortization for Patents-Kevetrin and related compounds (254,000 ) (237,000 ) Total $ 3,270,000 $ 3,342,000 |
Accrued Expenses Related Partie
Accrued Expenses Related Parties and Other (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Accrued Expenses Related Parties and Other (Tables) | |
Schedule of accrued expenses | September 30, 2019 June 30, 2019 Accrued research and development consulting fees $ 40,000 $ 40,000 Accrued rent (Note 10) - related parties 8,000 8,000 Accrued interest (Note 11) - related parties 34,000 37,000 Total $ 82,000 $ 85,000 |
Accrued Salaries and Payroll _2
Accrued Salaries and Payroll Taxes Related Parties And Other (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Accrued Salaries and Payroll Taxes Related Parties And Other (Tables) | |
Schedule of accrued salaries and payroll taxes | September 30, 2019 June 30, 2019 Accrued salaries - related parties $ 2,999,000 $ 2,999,000 Accrued payroll taxes - related parties 130,000 130,000 Withholding tax – payroll & other taxes 72,000 33,000 Total $ 3,201,000 $ 3,162,000 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Operating Leases | |
Schedule of components of lease expense | Three Months Ended September 30, 2019 Lease Cost Operating lease cost (included in general and administrative in the Company’s condensed consolidated statement of operations) $ 56,000 Variable lease cost 2,000 $ 58,000 Other Information Cash paid for amounts included in the measurement of lease liabilities for the three months ended September 30, 2019 $ 58,000 Weighted average remaining lease term – operating leases (in years) 3.92 years Average discount rate – operating leases 18.00 % |
Schedule of operating lease liabilities | At September 30, 2019 Operating leases Short-term operating lease liabilities $ 120,000 Long-term operating lease liabilities 523,000 Total operating lease liabilities $ 643,000 |
Schedule of maturities of the lease liabilities | Fiscal Year Ending June 30, Operating Leases 2020 (remaining 9 months) $ 168,000 2021 223,000 2022 223,000 2023 223,000 2024 (remaining 3 months) 60,000 Total lease payments 897,000 Less: Imputed interest/present value discount (254,000 ) Present value of lease liabilities $ 643,000 |
Equity Incentive Plans StockBas
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Tables) | |
Schedule of stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 41,643,571 $ 0.22 2.76 $ 17,523,113 Granted 1,195,826 $ 0.31 7.64 Exercised (909,090 ) $ 0.11 Forfeited/expired (19,260,424 ) $ 0.21 Outstanding at June 30, 2019 22,669,883 $ 0.24 2.41 $ 1,340,000 Granted 790,826 $ 0.13 10.0 Exercised - $ - - Forfeited/expired (7,500 ) $ 1.38 0 Outstanding at September 30, 2019 23,453,209 $ 0.24 2.42 $ - Exercisable at September 30, 2019 22,034,643 $ 0.24 2.00 $ - Unvested stock options at September 30, 2019 1,418,566 $ 0.23 8.95 $ - |
Schedule of fair value of options granted | Three months ended September 30, 2019 2018 Expected term (in years) 10 10 Expected stock price volatility 92.21 % 104.11 % Risk-free interest rate 1.50 % 2.86 % Expected dividend yield 0 0 |
Schedule of Restricted Stock Award Activity | Weighted Average Number of Grant Date Shares Fair Value Total awards outstanding at June 30, 2018 1,208,157 $ 0.72 Total shares granted 1,130,061 $ 0.40 Total shares vested (597,263 ) $ 0.72 Total shares forfeited (11,667 ) $ 0.76 Total unvested shares outstanding at June 30, 2019 1,729,288 $ 0.51 Total shares granted 1,125,061 $ 0.13 Total shares vested (1,125,061 ) $ 0.57 Total shares forfeited - $ - Total unvested shares outstanding at September 30, 2019 1,729,288 $ 0.23 |
Schedule of vesting outstanding restricted stock | Year Ending June 30, 2020 2021 2022 2023 Total Scheduled vesting 12,500 1,125,062 572,262 19,464 1,729,288 |
Schedule of outstanding Series B preferred stock warrants | Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 - $ - - $ - Granted 10,500 982.50 2.00 Exercised (2,780 ) 982.50 2.00 Expired - - Outstanding at June 30, 2019 7,720 $ 985.50 1.21 $ 752,700 Granted - - - Exercised (1,045 ) 982.50 1.43 Expired - - Outstanding at September30, 2019 6,675 $ 985.50 1.06 $ 650,813 |
Schedule of fair value of the warrants assumptions | Year Ended June 30, 2019 2018 Expected term (in years) 5 - 10 3 Expected stock price volatility 67.34% - 104.11% 82.36 % Risk-free interest rate 2.51% - 2.86% 2.73 % Expected dividend yield 0 0 |
Schedule of outstanding common stock warrants | Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 8,000,000 $ 0.38 5.0 $ - Extended - - - Granted - - - Exercised - - - Expired - - - Outstanding at June 30, 2019 8,000,000 $ 0.38 4.0 $ - Extended - - - Granted - - - Exercised - - - Expired - - - Outstanding at September 30, 2019 8,000,000 $ 0.38 4.0 $ - |
Equity Transactions (Tables)
Equity Transactions (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Equity Transactions (Tables) | |
Schedule of fair value of the Series B convertible preferred stock | June 30, 2019 May 9, 2019 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 54.5 % 51.9 % Risk-free interest rate 2.18 % 2.43 % Expected term of warrants (years) 0.1 0.25 Stock price $ 535.12 $ 535.12 Exercise price $ 982.50 $ 982.50 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurement (Tables) | |
Schedule of renconciliation of the company | Series B 5% convertible preferred stock liability Balance, July 1, 2018 $ — Issuance of preferred stock at fair value 1,116,000 Issuance of preferred stock by exercise of warrants 2,895,000 Conversion of preferred stock to common stock (3,068,000 ) Change in fair value of preferred stock due to modification of terms (357,000 ) Issuance of 100 shares valued at $535.12 per share Series B Preferred Stock per May 2019 Modification 54,000 Contingent consideration of 400 extra shares 214,000 5% accrued dividend (1) 25,000 Balance, June 30, 2019 $ 879,000 Issuance of preferred stock through accrued dividend, valued at fair value 12,000 Issuance of preferred stock by exercise of warrants 559,000 Conversion of preferred stock to common stock (476,000 ) Change in fair value of preferred stock due to modification of terms (102,000 ) 5% accrued dividend (1) 20,000 Settlement of accrued dividend by issuance of PS (24,000 ) Balance, September 30, 2019 $ 868,000 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) | 3 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Nature of Operations (Details Narrative) | |
State of incorporation | Nevada |
Date of incorporation | Aug. 1, 2005 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | May 09, 2019 | Oct. 05, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated deficit | $ (96,146,000) | $ (94,596,000) | |||||
Total Current Liabilities | 7,468,000 | 7,296,000 | |||||
Cash | 910,000 | $ 306,000 | 579,000 | $ 2,424,000 | $ 4,141,000 | ||
Upfront payment received | 400,000 | ||||||
Total budgeted expenditures | 11,500,000 | ||||||
Due to related party | 3,500,000 | ||||||
Net cash used in operating activities | (620,000) | (2,099,000) | |||||
Net loss | (1,550,000) | (2,050,000) | |||||
Working capital (deficit) | (6,500,000) | $ (6,700,000) | |||||
Proceeds from exercise of warrants | $ 1,027,000 | ||||||
Convertible preferred stock, shares outstanding | 1,584 | 1,196 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Preferred stock issued, shares | 0 | 0 | 0 | ||||
Preferred stock value | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||
Preferred stock value | $ 2,000,000 | ||||||
Convertible preferred stock, shares | 2,000 | ||||||
Securities Purchase Agreement [Member] | Series 1-4 [Member] | Series 3 warrant [Member] | |||||||
Preferred stock, shares outstanding (in shares) | 1,096 | ||||||
Preferred stock issued, shares | 1,045 | ||||||
Preferred stock purchased | 1,000,000 | ||||||
Preferred stock, shares outstanding (in shares) | 6,675 | ||||||
Warrants, Exercised | 1,045 | ||||||
Issuance Agreement [Member] | |||||||
Preferred stock issued, shares | |||||||
Preferred stock value | |||||||
Preferred stock purchased | |||||||
Former Director And Officer [Member] | |||||||
Payable to related parties | $ 2,900,000 |
Significant Accounting Polici_4
Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Professional fees | $ 155,000 | $ 259,000 |
Total stock-based compensation expense | 236,000 | 229,000 |
Research and Development Expense [Member] | ||
Professional fees | 9,000 | 13,000 |
Employees' bonus | 38,000 | 44,000 |
Officers' bonus | 189,000 | 172,000 |
Total stock-based compensation expense | $ 236,000 | $ 229,000 |
Significant Accounting Polici_5
Significant Accounting Policies and Recent Accounting Pronouncements (Details Narrative) - USD ($) | Jul. 02, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 18, 2019 | Jun. 30, 2019 | May 09, 2019 | Jun. 30, 2018 |
Treasury Stock Shares | 659,448 | 228,218 | 228,218 | 0 | |||
Treasury Stock, at cost (0 shares and 262,080 shares as of June 30, 2018 and 2017, respectively) | $ (146,000) | $ (91,000) | |||||
Computation of diluted shares | 52,456,967 | $ 56,271,542 | |||||
Operating lease right-of-use assets | $ 670,000 | ||||||
Operating lease liabilities | $ 670,000 | 643,000 | |||||
Term of lease | 12 months | ||||||
Impairment expense of operating lease | (643,000) | ||||||
Amortization of the right-of-use asset | 27,000 | ||||||
Operating lease carrying value | 0 | ||||||
License Agreement [Member] | |||||||
Additional payments payable upon achievement of certain milestones under agreement by related party | 24,000,000 | ||||||
Payment due following commencement of first phase III clinical trial of Brilacidin | 1,000,000 | ||||||
Non-refundable payment | 400,000 | ||||||
Payment due upon filing of a marketing approval application | $ 1,000,000 |
Patents, net (Details)
Patents, net (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2019 | |
Purchased Patent Rights | $ 5,365,000 | $ 5,344,000 |
Patent costs - net | 3,270,000 | 3,342,000 |
Patents [Member] | ||
Purchased Patent Rights | $ 4,082,000 | 4,082,000 |
Useful life | 14 years | |
Accumulated amortization | $ (1,841,000) | (1,765,000) |
Patents Two [Member] | ||
Purchased Patent Rights | $ 144,000 | 144,000 |
Useful life | 12 years | |
Patents Three [Member] | ||
Purchased Patent Rights | $ 1,139,000 | 1,118,000 |
Useful life | 17 years | |
Accumulated amortization | $ (254,000) | $ (237,000) |
Patents, net (Details Narrative
Patents, net (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Amortization expense | $ 93,000 | $ 94,000 |
Patents [Member] | ||
Future amortization period | 14 years | |
June 30, 2020 [Member] | ||
Estimated annual amortization expense | $ 278,000 | |
Year 2021 - 2024 [Member] | ||
Estimated annual amortization expense | 371,000 | |
June 30, 2025 and Thereafter [Member] | ||
Estimated annual amortization expense | $ 1,508,000 | |
Minimum [Member] | IntangibleAssets [Member] | Patents [Member] | ||
Estimated remaining useful lives of the assets | 12 years | |
Future amortization period | 5 years 11 months 4 days | |
Maximum [Member] | IntangibleAssets [Member] | Patents [Member] | ||
Estimated remaining useful lives of the assets | 17 years | |
Future amortization period | 16 years 9 months |
Accrued Expenses Related Part_2
Accrued Expenses Related Parties and Other (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Accrued Expenses Related Parties and Other (Details) | ||
Accrued research and development consulting fees | $ 40,000 | $ 40,000 |
Accrued rent - related parties | 8,000 | 8,000 |
Accrued interest - related parties | 34,000 | 37,000 |
Total | $ 82,000 | $ 85,000 |
Accrued Salaries and Payroll _3
Accrued Salaries and Payroll Taxes Related Parties and Other (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Accrued Salaries and Payroll Taxes Related Parties and Other (Details) | ||
Accrued salaries - related parties | $ 2,999,000 | $ 2,999,000 |
Accrued payroll taxes - related parties | 130,000 | 130,000 |
Withholding tax - payroll & other taxes | 72,000 | 33,000 |
Total | $ 3,201,000 | $ 3,162,000 |
Exclusive License Agreement (De
Exclusive License Agreement (Details Narrative) - License Agreement [Member] - USD ($) | Sep. 30, 2019 | Jul. 18, 2019 | Jun. 30, 2019 |
Non-refundable payment | $ 400,000 | ||
Payment due following commencement of first phase III clinical trial of Brilacidin | 1,000,000 | ||
Payment due upon filing of a marketing approval application | 1,000,000 | ||
Additional payments payable upon achievement of certain milestones under agreement by related party | $ 24,000,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Lease Cost | ||
Operating lease cost (included in general and administrative in the Company's condensed consolidated statement of operations) | $ 56,000 | |
Variable lease cost | 2,000 | |
Total operating lease cost | 58,000 | $ 56,000 |
Other Information | ||
Cash paid for amounts included in the measurement of lease liabilities for the three months ended September 30, 2019 | $ 58,000 | |
Weighted average remaining lease term ? operating leases (in years) | 3 years 11 months 1 day | |
Average discount rate ? operating leases | 18.00% |
Operating Leases (Details 1)
Operating Leases (Details 1) - USD ($) | Sep. 30, 2019 | Jul. 02, 2019 | Jun. 30, 2019 |
Operating leases | |||
Short-term operating lease liabilities | $ 120,000 | ||
Long-term operating lease liabilities | 523,000 | ||
Total operating lease liabilities | $ 643,000 | $ 670,000 |
Operating Leases (Details 2)
Operating Leases (Details 2) | Sep. 30, 2019USD ($) |
Fiscal Year Ending June 30, | |
2020 (remaining 9 months) | $ 168,000 |
2021 | 223,000 |
2022 | 223,000 |
2023 | 223,000 |
2024 (remaining 3 months) | 60,000 |
Total lease payments | 897,000 |
Less: Imputed interest/present value discount | (254,000) |
Present value of lease liabilities | $ 643,000 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Oct. 02, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Impairment expense of operating lease | $ (643,000) | ||
Amortization of the right-of-use asset | 27,000 | ||
Operating lease carrying value | 0 | ||
Operating lease expense | $ 58,000 | $ 56,000 | |
Operating Leases [Member] | |||
Term of lease renewed | 60 months | ||
Extended lease term | 5 years | ||
Additional successive period | 5 years | ||
Rent expense (Monthly) | $ 19,000 | ||
Prepaid rent | $ 78,000 | ||
Operating Leases [Member] | Maximum [Member] | |||
Period of notice | 12 months | ||
Operating Leases [Member] | Minimum [Member] | |||
Period of notice | 6 months |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 30, 2019USD ($) |
Commitments and Contingencies (Details Narrative) | |
Contractual commitments | $ 2,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 2 Months Ended | ||
Aug. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | |
Kard Scientific [Member] | |||
Rent expense | $ 1,800 | ||
Clinical Studies [Member] | |||
Accrued research and development expenses | $ 1,486,000 | $ 1,486,000 |
Convertible Note Payable Relate
Convertible Note Payable Related Party (Details Narrative) - USD ($) | May 07, 2012 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jan. 29, 2019 | May 08, 2012 |
Accrued interest - related parties | $ 34,000 | $ 37,000 | ||||
Cash paid for interest | 51,000 | $ 63,000 | ||||
Mr. Ehrlich [Member] | ||||||
Accrued interest - related parties | 48,000 | 52,000 | ||||
Principal balance of demand notes | 1,922,000 | 1,922,000 | ||||
Cash paid for interest | 51,000 | $ 63,000 | ||||
Amount of debt extinguished | $ 100,000 | |||||
Total outstanding balance of principal and interest | $ 1,955,000 | $ 1,959,000 | ||||
Mr. Ehrlich [Member] | Common Class B [Member] | ||||||
Amount of debt extinguished | $ 100,000 | |||||
Exercise price | $ 0.11 | |||||
Common stock shares issued upon extinguishment of debt | 909,090 | |||||
Ehrlich Promissory Note C [Member] | ||||||
Principal balance of demand notes | $ 2,022,000 | |||||
Equity incentive shares | 2,000,000 | |||||
Exercise price | $ 0.51 | |||||
Closing bid price per share | $ 0.46 | |||||
Percentage of closing bid price | 110.00% | |||||
Ehrlich Promissory Note C [Member] | Minimum [Member] | ||||||
Interest rate | 9.00% | |||||
Ehrlich Promissory Note C [Member] | Maximum [Member] | ||||||
Interest rate | 10.00% | |||||
Ehrlich Promissory Note C [Member] | Originated In 2010 [Member] | ||||||
Interest rate | 9.00% | |||||
Common stock price per share | $ 0.50 |
Equity Incentive Plans StockB_2
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Number of Options | ||
Beginning balance, outstanding | 22,669,883 | 41,643,571 |
Granted | 790,826 | 1,195,826 |
Exercised | (909,090) | |
Forfeited/expired | (7,500) | (19,260,424) |
Ending balance, outstanding | 23,453,209 | 22,669,883 |
Exercisable | 22,034,643 | |
Unvested stock options | 1,418,566 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance | $ 0.24 | $ 0.22 |
Granted | 0.13 | 0.31 |
Exercised | 0.11 | |
Forfeited/expired | 1.38 | 0.21 |
Weighted average exercise price, ending balance | 0.24 | $ 0.24 |
Weighted average exercise price, exercisable | 0.24 | |
Weighted average exercise price, unvested stock options | $ 0.23 | |
Weighted Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life, beginning balance | 2 years 4 months 28 days | 2 years 9 months 3 days |
Granted | 10 years | 7 years 7 months 21 days |
Weighted average remaining contractual life, ending balance | 2 years 5 months 1 day | 2 years 4 months 28 days |
Weighted average remaining contractual life, Exercisable | 2 years | |
Weighted average remaining contractual life, Unvested stock options | 8 years 11 months 12 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, beginning balance | $ 17,523,113 |
Equity Incentive Plans StockB_3
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details 1) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | |
Expected term (in years) | 2 years 4 months 28 days | 2 years 9 months 3 days | |
Black-Scholes-Merton [Member] | |||
Expected term (in years) | 10 years | 10 years | |
Expected stock price volatility | 92.21% | 104.11% | |
Risk-free interest rate | 1.50% | 2.86% | |
Expected dividend yield | 0.00% | 0.00% |
Equity Incentive Plans StockB_4
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Number of shares | ||
Beginning balance, outstanding | 22,669,883 | 41,643,571 |
Awards outstanding, Ending balance | 22,669,883 | |
Restricted Stock [Member] | ||
Number of shares | ||
Beginning balance, outstanding | 1,729,288 | 1,208,157 |
Total shares granted | 1,125,061 | 1,130,061 |
Total shares vested | (1,125,061) | (597,263) |
Total shares forfeited | (11,667) | |
Awards outstanding, Ending balance | 1,729,288 | 1,729,288 |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance | $ 0.51 | $ 0.72 |
Weighted average grant date fair value, shares granted | 0.13 | 0.40 |
Weighted average grant date fair value, shares vested | 0.57 | 0.72 |
Weighted average grant date fair value, shares forfeited | 0.76 | |
Weighted average grant date fair value, ending balance | $ 0.23 | $ 0.51 |
Equity Incentive Plans StockB_5
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details 3) | 3 Months Ended |
Sep. 30, 2019shares | |
Scheduled vesting | 1,729,288 |
Year Ending June 30, 2020 [Member] | |
Scheduled vesting | 12,500 |
Year Ending June 30, 2022 [Member] | |
Scheduled vesting | 572,262 |
Year Ending June 30, 2023 [Member] | |
Scheduled vesting | 19,464 |
Year Ending June 30, 2021 [Member] | |
Scheduled vesting | 1,125,062 |
Equity Incentive Plans StockB_6
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details 4) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Beginning balance, outstanding | 22,669,883 | 41,643,571 |
Granted | 790,826 | 1,195,826 |
Exercised | (909,090) | |
Expired | (7,500) | (19,260,424) |
Awards outstanding, Ending balance | 22,669,883 | |
Granted | $ 0.13 | $ 0.31 |
Exercised | 0.11 | |
Expired | $ 1.38 | $ 0.21 |
Weighted average remaining contractual life, beginning balance | 2 years 4 months 28 days | 2 years 9 months 3 days |
Granted | 10 years | 7 years 7 months 21 days |
Weighted average remaining contractual life, ending balance | 2 years 5 months 1 day | 2 years 4 months 28 days |
Series B preferred stock warrants [Member] | ||
Beginning balance, outstanding | 7,720 | |
Granted | 10,500 | |
Exercised | (1,045) | (2,780) |
Expired | ||
Awards outstanding, Ending balance | 6,675 | 7,720 |
Weighted average grant date fair value, beginning balance | $ 982.50 | |
Granted | 982.50 | |
Exercised | 982.50 | 982.50 |
Expired | ||
Weighted average grant date fair value, ending balance | $ 982.50 | $ 982.50 |
Weighted average remaining contractual life, beginning balance | 1 year 2 months 16 days | |
Granted | 2 years | |
Exercised | 1 year 5 months 5 days | 2 years |
Weighted average remaining contractual life, ending balance | 1 year 22 days | 1 year 2 months 16 days |
Average intrinsic value, beginning balance | ||
Average intrinsic value, ending balance | $ 650,813 | $ 752,700 |
Equity Incentive Plans StockB_7
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details 5) - Warrant [Member] | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Expected term (in years) | 3 years | |
Expected stock price volatility | 82.36% | |
Risk-free interest rate | 2.73% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term (in years) | 5 years | |
Expected stock price volatility | 67.34% | |
Risk-free interest rate | 2.51% | |
Maximum [Member] | ||
Expected term (in years) | 10 years | |
Expected stock price volatility | 104.11% | |
Risk-free interest rate | 2.86% |
Equity Incentive Plans StockB_8
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details 6) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Beginning balance, outstanding | 22,669,883 | 41,643,571 |
Granted | 790,826 | 1,195,826 |
Exercised | (909,090) | |
Expired | $ 1.38 | $ 0.21 |
Awards outstanding, Ending balance | 22,669,883 | |
Granted | 0.13 | $ 0.31 |
Exercised | $ 0.11 | |
Expired | (7,500) | (19,260,424) |
Weighted average remaining contractual life, beginning balance | 2 years 4 months 28 days | 2 years 9 months 3 days |
Granted | 10 years | 7 years 7 months 21 days |
Weighted average remaining contractual life, ending balance | 2 years 5 months 1 day | 2 years 4 months 28 days |
Warrant [Member] | ||
Beginning balance, outstanding | 8,000,000 | 8,000,000 |
Extended | ||
Granted | ||
Exercised | ||
Expired | ||
Awards outstanding, Ending balance | 8,000,000 | 8,000,000 |
Weighted average grant date fair value, beginning balance | $ 0.38 | $ 0.38 |
Extended | ||
Granted | ||
Exercised | ||
Expired | ||
Weighted average grant date fair value, ending balance | $ 0.38 | $ 0.38 |
Weighted average remaining contractual life, beginning balance | 4 years | 5 years |
Extended | ||
Granted | ||
Exercised | ||
Weighted average remaining contractual life, ending balance | 4 years | 4 years |
Average intrinsic value, beginning balance | $ 0 | |
Average intrinsic value, ending balance | $ 0 | $ 0 |
Equity Incentive Plans StockB_9
Equity Incentive Plans StockBased Compensation Exercise of Options and Warrants Outstanding (Details Narrative) | May 09, 2019USD ($)shares | Oct. 05, 2018USD ($)shares | Sep. 06, 2017shares | May 10, 2019USD ($) | May 10, 2019USD ($) | May 09, 2019USD ($)shares | Oct. 05, 2018USD ($)shares | Jun. 28, 2018shares | Sep. 06, 2017shares | Mar. 30, 2015shares | Sep. 30, 2019USD ($)integer$ / sharesshares | Sep. 30, 2018USD ($)shares | Jun. 30, 2019shares | Jan. 29, 2019$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017shares |
Share based compensation | $ | $ 236,000 | $ 229,000 | ||||||||||||||
Restricted stock awards | $ | $ 96,000 | |||||||||||||||
Treasury stock outstanding | 659,448 | 228,218 | 228,218 | 0 | ||||||||||||
Total cumulative cost | $ | $ 146,000 | $ 91,000 | $ 0 | |||||||||||||
Unrecognized compensation cost related to unvested restricted stock-based compensation | $ | $ 400,000 | |||||||||||||||
Compensation cost not yet recognized, period for recognition | 1 year 4 months 13 days | |||||||||||||||
Expected share based compensation expenses | $ | $ 300,000 | |||||||||||||||
Stock options to purchase shares, value | $ | 22,000 | |||||||||||||||
Shares award expense | $ | $ 11,000 | 6,000 | ||||||||||||||
Options vested or expected to vest | 50,000 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||||||
Proceeds from warrant exercises | $ | $ 1,027,000 | |||||||||||||||
Proceeds from issuance of shares | $ | $ 1,116,000 | |||||||||||||||
Preferred stock shares issued | 0 | 0 | 0 | |||||||||||||
Beginning balance, Shares | ||||||||||||||||
Granted | 790,826 | 1,195,826 | ||||||||||||||
Expired | (7,500) | (19,260,424) | ||||||||||||||
Employees [Member] | ||||||||||||||||
Stock option Granted | 19,260,424 | |||||||||||||||
Securities Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | Stock And Warrant [Member] | ||||||||||||||||
Stock issued during period, shares | 8,000,000 | |||||||||||||||
Additional Three year [Member] | ||||||||||||||||
Options vested or expected to vest | 50,000 | |||||||||||||||
Stock option expenses | $ | $ 0 | 8,000 | ||||||||||||||
Granted | 50,000 | |||||||||||||||
Stock options granted value | $ | $ 8,000 | |||||||||||||||
June 1, 2018 [Member | Additional Three year [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
June 1, 2018 [Member | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
Number of installments | integer | 4 | |||||||||||||||
December 1, 2018 [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
December 1, 2018 [Member] | Additional Three year [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
June 1, 2019 [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
June 1, 2019 [Member] | Additional Three year [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
December 1, 2019 [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
December 1, 2019 [Member] | Additional Three year [Member] | ||||||||||||||||
Options vested or expected to vest | 12,500 | |||||||||||||||
Common Class A [Member] | ||||||||||||||||
Beginning balance, Shares | 212,369,124 | 163,676,191 | 202,631,923 | 163,103,927 | ||||||||||||
Common stock shares issued | 213,028,572 | 202,860,141 | 163,103,927 | |||||||||||||
Beginning balance, Shares | 187,575,318 | 163,103,927 | ||||||||||||||
Common Class A [Member] | 30 Million Common Stock Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | ||||||||||||||||
Stock issued during period, shares | 300,000 | 160,000 | ||||||||||||||
Stock issued during period, shares | 300,000 | 160,000 | ||||||||||||||
Common Class B [Member] | ||||||||||||||||
Beginning balance, Shares | 909,090 | 909,090 | ||||||||||||||
Common stock shares issued | 909,090 | 909,090 | 0 | |||||||||||||
Common Class B [Member] | Mr. Ehrlich [Member] | ||||||||||||||||
Common stock shares issued | 909,090 | 909,090 | 0 | |||||||||||||
Exercise price | $ / shares | $ 0.11 | |||||||||||||||
Series B [Member] | ||||||||||||||||
Proceeds from warrant exercises | $ | $ 2,700,000 | $ 2,700,000 | ||||||||||||||
Stock issued during period, shares | ||||||||||||||||
Series B [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Purchase of warrants | 7,720 | |||||||||||||||
Series 3 warrant [Member] | Series 1-4 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 6,675 | |||||||||||||||
Preferred stock shares issued | 1,045 | |||||||||||||||
Rights and preferences of preferred stock description | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Granted | ||||||||||||||||
Expired | ||||||||||||||||
Exercised | ||||||||||||||||
Series 1-3 warrants [Member] | Series B [Member] | ||||||||||||||||
Purchase of warrants | 7,720 | 8,000,000 | ||||||||||||||
Preferred stock shares reserved for future issuance | 7,720 | |||||||||||||||
Series 1 warrant [Member] | Series B [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Rights and preferences of preferred stock description | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance | ||||||||||||||
Series 2 warrant [Member] | Series B [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Rights and preferences of preferred stock description | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | ||||||||||||||
Series 4 warrant [Member] | Series B [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Proceeds from issuance of shares | $ | $ 2,000,000 | $ 2,000,000 | ||||||||||||||
Preferred stock shares issued | 100 | 100 | ||||||||||||||
Rights and preferences of preferred stock description | The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock. | The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock. | ||||||||||||||
Additional shares of preferred stock | 2,500 | 2,500 | ||||||||||||||
Series 1-2 warrants [Member] | Series B [Member] | ||||||||||||||||
Rights and preferences of preferred stock description | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | ||||||||||||||
Exercised | 2,780 | |||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Proceeds from issuance of warrants | $ | $ 7,900,000 | |||||||||||||||
Black-Scholes-Merton [Member] | ||||||||||||||||
Share based compensation | $ | $ 465,000 | $ 677,000 | ||||||||||||||
Granted | 1,195,826 | 1,175,826 | ||||||||||||||
Expired | (19,260,424) | (187,500) | ||||||||||||||
Warrants exercisable period | 2 years 4 days | |||||||||||||||
Dr. Bertolino [Member] | ||||||||||||||||
Share based compensation | $ | $ 9,000 | $ 13,000 | ||||||||||||||
Stock option expenses | $ | $ 6,000 | 10,000 | ||||||||||||||
Stock option exercise price | $ / shares | $ 0.132 | |||||||||||||||
Stock awards | $ | $ 3,000 | 3,000 | ||||||||||||||
Stock options reserved for future issuance | 400,000 | |||||||||||||||
Stock options value reserved for future issuance | $ | $ 30,000 | |||||||||||||||
Consultant 1 [Member] | ||||||||||||||||
Stock option exercise price | $ / shares | $ 0.13 | |||||||||||||||
Stock option vested or to be vested, description | These options were issued with an exercise price of $0.13 per share and vest 33 1/3% on February 1, 2019, 33 1/3% on August 1, 2019, and 33 1/3% on January 31, 2020 | |||||||||||||||
Stock options reserved for future issuance | 400,000 | |||||||||||||||
Dr. Krishna Menon [Member] | ||||||||||||||||
Expired | 18,000,000 | |||||||||||||||
On September 1, 2016 [Member] | Ms. Jane Harness [Member] | ||||||||||||||||
Stock option expenses | $ | $ 12,000 | 18,000 | ||||||||||||||
Stock option vested or to be vested, description | the Company’s common stock, 33 1/3% vesting upon the first anniversary of the grant date, 33 1/3% upon the second anniversary of the grant date and 33 1/3% upon the third anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. | |||||||||||||||
Salary annual | $ | $ 250,000 | |||||||||||||||
Restricted stock, shares | 58,394 | |||||||||||||||
Restricted stock, amount | 80,000 | |||||||||||||||
Common stock, granted | 172,987 | |||||||||||||||
Common stock, exercise price | $ / shares | $ 1.26 | |||||||||||||||
Shares issued, value | $ | $ 220,000 | |||||||||||||||
Amortization period of restricted stock | 3 years | |||||||||||||||
Stock awards | $ | $ 5,000 | 3,000 | ||||||||||||||
On September 1, 2018 [Member] | ||||||||||||||||
Share based compensation | $ | 7,000 | 26,000 | ||||||||||||||
Stock option expenses | $ | 5,000 | 9,000 | ||||||||||||||
Proceeds from issuance of shares | $ | 1,116,000 | |||||||||||||||
Stock awards | $ | 2,000 | 17,000 | ||||||||||||||
On September 1, 2018 [Member] | Ms. Jane Harness [Member] | ||||||||||||||||
Share based compensation | $ | 7,000 | 2,000 | ||||||||||||||
Stock option expenses | $ | $ 5,000 | 1,000 | ||||||||||||||
Stock option vested or to be vested, description | of the Company’s common stock, 33 1/3% vesting upon the first anniversary of the grant date, 33 1/3% upon the second anniversary of the grant date and 33 1/3% upon the third anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. | |||||||||||||||
Stock awards | $ | $ 2,000 | 1,000 | ||||||||||||||
Stock options reserved for future issuance | 172,987 | |||||||||||||||
Stock issued, shares | 58,394 | |||||||||||||||
Stock issued, value | $ | $ 63,000 | |||||||||||||||
Vested shares | 58,394 | |||||||||||||||
On September 1, 2018 [Member] | Ms. Anne Ponugoti [Member] | ||||||||||||||||
Proceeds from warrant exercises | $ | $ 540,000 | $ 540,000 | ||||||||||||||
Stock option exercise price | $ / shares | $ 0.40 | |||||||||||||||
Common stock shares issued | 5,000 | |||||||||||||||
Stock options reserved for future issuance | 5,000 | |||||||||||||||
Stock issued, shares | 5,000 | |||||||||||||||
Stock issued, value | $ | $ 2,000 | |||||||||||||||
Vested shares | 5,000 | |||||||||||||||
On February 10, 2018 [Member] | Two Consultant [Member] | Stock options [Member] | ||||||||||||||||
Share based compensation | $ | $ 72,000 | 1,886,000 | ||||||||||||||
Stock options reserved for future issuance | 50,000 | |||||||||||||||
Stock issued, shares | 75,000 | |||||||||||||||
Vested shares | 75,000 | |||||||||||||||
On September 1, 2017 [Member] | Ms. Jane Harness [Member] | Common Class A [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||
Share based compensation | $ | $ 13,000 | 13,000 | ||||||||||||||
Stock option expenses | $ | 10,000 | 10,000 | ||||||||||||||
Stock awards | $ | $ 3,000 | 3,000 | ||||||||||||||
Stock options reserved for future issuance | 172,987 | |||||||||||||||
Stock issued, shares | 58,394 | |||||||||||||||
Stock issued, value | $ | $ 112,000 | |||||||||||||||
Vested shares | 58,394 | |||||||||||||||
On September 1, 2017 [Member] | Dr. Arthur Bertolino [Member] | Common Class A [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||
Share based compensation | $ | $ 99,000 | 146,000 | ||||||||||||||
Stock option expenses | $ | $ 34,000 | 51,000 | ||||||||||||||
Stock option exercise price | $ / shares | $ 0.705 | |||||||||||||||
Stock awards | $ | $ 65,000 | 95,000 | ||||||||||||||
Stock options reserved for future issuance | 617,839 | |||||||||||||||
Stock issued, shares | 1,066,667 | |||||||||||||||
Stock issued, value | $ | $ 752,000 | |||||||||||||||
Vested shares | 1,066,667 | |||||||||||||||
Exercisable period | 10 years | |||||||||||||||
Restricted stock | ||||||||||||||||
Stock option vested or to be vested, description | (1) 50% upon the first anniversary of the effective date and the remaining 50% upon the second anniversary of the effective date; (2) shares of the Company’s common stock close above $3.00 per share (as may be adjusted for any stock splits or similar actions); (3) the commencement of trading of shares of the Company’s common stock on a national securities exchange; | |||||||||||||||
On June 28, 2018 [Member] | Common Class A [Member] | Securities Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | ||||||||||||||||
Rights and preferences of preferred stock description | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | ||||||||||||||
Proceeds from issuance of warrants | $ | $ 1,700,000 | |||||||||||||||
Common stock shares issuable under agreement | 7,000,000 | |||||||||||||||
On June 28, 2018 [Member] | Warrant [Member] | ||||||||||||||||
Proceeds from issuance of shares | $ | $ 2,000,000 | $ 2,000,000 | ||||||||||||||
Beginning balance, Shares | 2,000 | 2,000 | ||||||||||||||
Purchase of warrants | 8,000,000 | 8,000,000 | ||||||||||||||
Exercise price | 0.38 | 0.38 | ||||||||||||||
Warrants exercisable period | 5 years | 5 years | ||||||||||||||
Rights and preferences of preferred stock description | ||||||||||||||||
On September 1, 2018 [Member] | Ms. Jane Harness [Member] | ||||||||||||||||
Restricted shares issued | 38,930 | |||||||||||||||
Taxable share based compensation | $ | $ 3,690 | |||||||||||||||
Stock option exercise price | $ / shares | $ 0.40 | |||||||||||||||
Common stock shares issued | 29,658 | 163,103,927 | ||||||||||||||
Remaining common stock shares withheld | 9,772 | |||||||||||||||
Vested shares | 38,930 | |||||||||||||||
Rights and preferences of preferred stock description | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance (later extended to 15 months following issuance) | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance (later extended to 15 months following issuance) | ||||||||||||||
Closing stock price | $ / shares | $ 0.40 | |||||||||||||||
On September 1, 2018 [Member] | Dr. Arthur Bertolino [Member] | ||||||||||||||||
Restricted shares issued | 533,334 | |||||||||||||||
Taxable share based compensation | $ | $ 87,140 | |||||||||||||||
Stock option exercise price | $ / shares | $ 0.40 | |||||||||||||||
Common stock shares issued | 314,387 | |||||||||||||||
Stock option vested or to be vested, description | vesting 50% upon the first anniversary of the grant date and 50% upon the second anniversary of the grant date, with acceleration in certain circumstances as provided in the award agreement. | |||||||||||||||
Stock options reserved for future issuance | 617,839 | |||||||||||||||
Stock issued, shares | 533,334 | |||||||||||||||
Stock issued, value | $ | $ 225,000 | |||||||||||||||
Vested shares | 533,334 | |||||||||||||||
Exercisable period | 10 years | |||||||||||||||
Closing stock price | 59.00% | |||||||||||||||
Remaining common stock shares withheld | $ | $ 218,946 | |||||||||||||||
Vesting percentage | 59.00% | |||||||||||||||
On June 30, 2016 [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||
Stock option vested or to be vested, description | Up to 20,000,000 shares of the Company’s Class A common stock may be issued under the 2016 Plan (subject to adjustment as described in the 2016 Plan); provided that (1) no Outside Director (as defined in the 2016 Plan) may be granted awards covering more than 250,000 shares of common stock in any year and (2) no participant shall be granted, during any one year period, options to purchase common stock and stock appreciation rights with respect to more than 4,000,000 shares of common stock in the aggregate or any other awards with respect to more than 2,500,000 shares of common stock in the aggregate. | |||||||||||||||
On September 1, 2019 [Member] | Dr. Bertolino [Member] | ||||||||||||||||
Stock option exercise price | $ / shares | $ 0.132 | |||||||||||||||
Stock option vested or to be vested, description | These options were issued with an exercise price of $0.13 per share and vest 33 1/3% on February 1, 2019, 33 1/3% on August 1, 2019, and 33 1/3% on January 31, 2020 | |||||||||||||||
Stock options reserved for future issuance | 400,000 | |||||||||||||||
On February 1, 2018 [Member] | Consultant [Member] | Stock options [Member] | ||||||||||||||||
Stock issued, shares | 75,000 | |||||||||||||||
Vested shares | 75,000 | |||||||||||||||
On September 1, 2019 [Member] | Ms. Harness [Member] | ||||||||||||||||
Restricted shares issued | 58,394 | |||||||||||||||
Vested shares | 58,394 | |||||||||||||||
Taxable share based compensation | $ | $ 1,222 | |||||||||||||||
Stock option exercise price | $ / shares | $ 0.13 | |||||||||||||||
Common stock shares issued | 48,775 | 163,103,927 | ||||||||||||||
Remaining common stock shares withheld | 9,619 | |||||||||||||||
On September 1, 2019 [Member] | Dr. Bertolino [Member] | ||||||||||||||||
Restricted shares issued | 1,066,667 | |||||||||||||||
Vested shares | 1,066,667 | |||||||||||||||
Taxable share based compensation | $ | $ 53,545 | |||||||||||||||
Stock option exercise price | $ / shares | $ 0.13 | |||||||||||||||
Common stock shares issued | 645,056 | 163,103,927 | ||||||||||||||
Remaining common stock shares withheld | 421,611 |
Equity Transactions (Details)
Equity Transactions (Details) - $ / shares | May 09, 2019 | Jun. 30, 2019 |
Equity Transactions (Details) | ||
Expected dividend yield | 0.00% | 0.00% |
Expected stock-price volatility | 51.90% | 54.50% |
Risk-free interest rate | 2.43% | 2.18% |
Expected term of warrants (years) | 3 months | 1 month 6 days |
Stock price | $ 535.12 | $ 535.12 |
Exercise price | $ 982.50 | $ 982.50 |
Equity Transaction (Details Nar
Equity Transaction (Details Narrative) - USD ($) | May 09, 2019 | Nov. 12, 2018 | Oct. 12, 2018 | Oct. 05, 2018 | Sep. 06, 2017 | May 10, 2019 | May 10, 2019 | May 09, 2019 | Oct. 09, 2018 | Oct. 05, 2018 | Jun. 28, 2018 | Mar. 30, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jan. 29, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Proceeds from issuance of shares | $ 1,116,000 | |||||||||||||||||
Proceeds from warrant exercises | $ 1,253,000 | |||||||||||||||||
Conversion of preferred stock to common stock description | the two preferred stockholders converted 3,891 shares of Series B preferred stock into 39.2 million shares of common stock | |||||||||||||||||
Conversion of Series B Convertible Preferred stock to Common stock, reversed | $ 3,068,000 | |||||||||||||||||
Amount of series B preferred stock dividends paid | 17,000 | |||||||||||||||||
5% accrued dividend | $ 42,000 | |||||||||||||||||
Beginning balance, Shares | ||||||||||||||||||
Proceeds from warrant exercises | $ 1,027,000 | |||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||
Exercise price | $ 535.12 | $ 535.12 | $ 535.12 | |||||||||||||||
On September 1, 2018 [Member] | ||||||||||||||||||
Proceeds from issuance of shares | $ 1,116,000 | |||||||||||||||||
5% accrued dividend | $ 25,000 | |||||||||||||||||
On September 1, 2018 [Member] | Ms. Anne Ponugoti [Member] | ||||||||||||||||||
Conversion of preferred stock to common stock description | In addition, there were 375 preferred stock shares converted to 4,557,103 common stock. | |||||||||||||||||
Proceeds from warrant exercises | $ 540,000 | $ 540,000 | ||||||||||||||||
On September 1, 2018 [Member] | Ms. Jane Harness [Member] | ||||||||||||||||||
Rights and preferences of the preferred stock description | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance (later extended to 15 months following issuance) | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance (later extended to 15 months following issuance) | ||||||||||||||||
Warrants exercised description | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 7,720 | 0 | ||||||||||||||||
Stock issuance cost | $ 32,000 | |||||||||||||||||
Warrant [Member] | On June 28, 2018 [Member] | ||||||||||||||||||
Proceeds from issuance of shares | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Beginning balance, Shares | 2,000 | 2,000 | ||||||||||||||||
Rights and preferences of the preferred stock description | ||||||||||||||||||
Stock issued description | An initial closing for the sale of 1,250 shares of preferred stock closed on October 9, 2018, and a subsequent closing for the sale | |||||||||||||||||
Warrants to purchase additional shares | 8,000 | |||||||||||||||||
Conversion cap limits description | The conversion cap limits conversions by the holders to the greater of $75,000 and an amount equal to 30% of the aggregate dollar trading volume of the Company’s common stock for the five trading days immediately preceding, and including, the conversion date. | |||||||||||||||||
Purchase of warrants | 8,000,000 | 8,000,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | Stock And Warrant [Member] | ||||||||||||||||||
Stock issued during period, shares | 8,000,000 | |||||||||||||||||
Beneficial conversion feature | $ 700,000 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Beginning balance, Shares | 212,369,124 | 163,676,191 | 202,631,923 | 163,103,927 | ||||||||||||||
Beginning balance, Shares | 187,575,318 | 163,103,927 | ||||||||||||||||
Common Class A [Member] | 30 Million Common Stock Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | ||||||||||||||||||
Stock issued during period, shares | 300,000 | 160,000 | ||||||||||||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | On June 28, 2018 [Member] | Aspire Capital Fund LLC [Member] | ||||||||||||||||||
Rights and preferences of the preferred stock description | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | ||||||||||||||||
Series 1-4 [Member] | Securities Purchase Agreement [Member] | Series 3 warrant [Member] | ||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 1,096 | |||||||||||||||||
Rights and preferences of the preferred stock description | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | ||||||||||||||||
Purchase shares of Series B preferred stock | 1,000,000 | |||||||||||||||||
Series B [Member] | ||||||||||||||||||
Proceeds from warrant exercises | $ 2,700,000 | $ 2,700,000 | ||||||||||||||||
Stock issued during period, shares | ||||||||||||||||||
Series B [Member] | Series 1-3 warrants [Member] | ||||||||||||||||||
Purchase of warrants | 7,720 | 8,000,000 | ||||||||||||||||
Series B [Member] | Series 1-2 warrants [Member] | ||||||||||||||||||
Rights and preferences of the preferred stock description | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | Series 3 warrant, which entitles the holder thereof to purchase 1.50 shares of preferred stock at $982.50 per share, or 3,000 shares of preferred stock in the aggregate for approximately $2.9 million in aggregate exercise price, for a period of up to 24 months following issuance | ||||||||||||||||
Series B [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Purchase of warrants | 7,720 | |||||||||||||||||
Series B [Member] | Securities Purchase Agreement [Member] | Series 1 warrant [Member] | ||||||||||||||||||
Rights and preferences of the preferred stock description | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance | Series 1 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance | ||||||||||||||||
Terms of agreement | the Company issued an additional 100 shares of Series B preferred stock and Series 4 warrants to purchase an additional 2,500 shares of preferred stock, and the holders of the Series B preferred stock and warrants agreed to exercise warrants to purchase up to $2.0 million of Series B preferred stock through November 2019 subject to the conditions set forth in the Issuance Agreement. The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock | |||||||||||||||||
Series B [Member] | Securities Purchase Agreement [Member] | Series 2 warrant [Member] | ||||||||||||||||||
Rights and preferences of the preferred stock description | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | Series 2 warrant, which entitles the holder thereof to purchase 1.25 shares of preferred stock at $982.50 per share, or 2,500 shares of preferred stock in the aggregate for approximately $2.5 million in aggregate exercise price, for a period of up to 15 months following issuance | ||||||||||||||||
Terms of agreement | the Series B investors have agreed, subject to the conditions set forth therein, to exercise existing warrants to purchase 500 shares of preferred stock and to amend the existing warrants to permit the Company to compel the exercise of up to $400,000 of existing warrants each calendar month commencing June 3, 2019 and ending November 1, 2019, or, if earlier, until the aggregate amount of the forced exercises is $2,000,000. As consideration for the Series B investors entering into the Issuance Agreement, the Company has issued 100 shares of preferred stock and warrants to purchase 2,500 shares of preferred stock (“Series 4 warrants”) to the Series B investors. In addition, the Company extended the termination date for the Series 1 warrants issued in October 2018 by six months, and has agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock | |||||||||||||||||
Series B [Member] | Securities Purchase Agreement [Member] | Series 4 warrant [Member] | ||||||||||||||||||
Proceeds from issuance of shares | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Rights and preferences of the preferred stock description | The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock. | The Series 4 warrant entitles the holder thereof to purchase 2,500 shares of preferred stock at $982.50 per share for approximately $2.5 million in aggregate exercise price, for a period of up to nine months following issuance. In addition, the Company extended the termination date for the Series 1 warrants by six months, and agreed to issue one additional share of preferred stock to the Series B investors for each five shares issued upon the exercise of the existing warrants or Series 4 warrants through November 9, 2019, up to a maximum of 400 shares of preferred stock. | ||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Beginning balance, Shares | 909,090 | 909,090 | ||||||||||||||||
Common Class B [Member] | Leo Ehrlich [Member] | ||||||||||||||||||
Common stock shares issued upon extinguishment of debt | 909,090 | |||||||||||||||||
Amount of debt extinguished | $ 100,000 | |||||||||||||||||
Exercise price | $ 0.11 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Conversion of Series B Convertible Preferred stock to Common stock, reversed | $ 294,000 | |||||||||||||||||
Amount of series B preferred stock dividends paid | 24,000 | |||||||||||||||||
5% accrued dividend | 17,000 | |||||||||||||||||
Proceeds from warrant exercises | $ 245,625 | $ 300,000 | $ 2,730,000 | $ 500,000 | $ 1,000,000 | |||||||||||||
Preferred stock, shares outstanding (in shares) | 1,027 | 0 | ||||||||||||||||
5% accrued dividend | $ 21,000 | |||||||||||||||||
Number of warrants exercised | 2,780 | 2,780 | 1,045 | |||||||||||||||
Exercised | 1,045 | |||||||||||||||||
Purchase shares of Series B preferred stock | 6,675 | |||||||||||||||||
Stock issued during period, shares | 750 | 2,780 | 1,250 | |||||||||||||||
Stock issued during period, value | $ 400,000 | $ 700,000 | ||||||||||||||||
Beneficial conversion feature | $ 700,000 | $ 1,200,000 | ||||||||||||||||
Stock issuance cost | $ 41,000 | |||||||||||||||||
Change in fair value of preferred stock liabilities | 102,000 | |||||||||||||||||
Loss due to change in fair value of preferred stock | $ 63,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Jun. 30, 2019 | |
Issuance of preferred stock at fair value | $ 1,116,000 | |
5% accrued dividend (1) | 42,000 | |
Series B 5 Percent Convertible Preferred Stock [Member] | ||
Beginning Balance, July 1, 2018 | ||
Issuance of preferred stock at fair value | 1,116,000 | |
Issuance of preferred stock by exercise of warrants | 2,895,000 | |
Conversion of preferred stock to common stock | (3,068,000) | |
Change in fair value of preferred stock due to modification of terms | (357,000) | |
Issuance of 100 shares valued at $535.12 per share Series B Preferred Stock per May 2019 Modification | 54,000 | |
Contingent consideration of 400 extra shares | 214,000 | |
5% accrued dividend (1) | 25,000 | |
Ending Balance, June 30, 2019 | 879,000 | |
Beginning Balance | 879,000 | |
Issuance of preferred stock through accrued dividend, valued at fair value | 12,000 | |
Issuance of preferred stock by exercise of warrants | 559,000 | |
Conversion of preferred stock to common stock | (476,000) | |
Change in fair value of preferred stock due to modification of terms | (102,000) | |
5% accrued dividend (1) | 20,000 | |
Settlement of accrued dividend by issuance of PS | (24,000) | |
Ending Balance, September 30, 2019 | $ 868,000 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Dividends recorded as interest expense | $ (48,000) | $ (51,000) |
Amount of series B preferred stock dividends paid | 17,000 | |
Series B Preferred Stock [Member] | ||
Dividends recorded as interest expense | 20,000 | |
Amount of series B preferred stock dividends paid | 24,000 | |
5% accrued dividend (1) | $ 21,000 |