Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Rezolute, Inc. | |
Entity Central Index Key | 0001509261 | |
Current Fiscal Year End Date | --06-30 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Title of 12(b) Security | Common Stock | |
Entity Filer Category | Non-accelerated Filer | |
Security Exchange Name | NASDAQ | |
Trading Symbol | RZLT | |
Entity Common Stock, Shares Outstanding | 8,351,911 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents, end of period | $ 6,404 | $ 9,955 |
Prepaid expenses and other | 491 | 563 |
Total current assets | 6,895 | 10,518 |
Right-of-use assets, net | 325 | 383 |
Deferred offering costs | 129 | 0 |
Property and equipment, net | 30 | 33 |
Lease security deposits | 31 | 31 |
Total assets | 7,410 | 10,965 |
Current liabilities: | ||
Accounts payable | 797 | 893 |
Accrued liabilities: | ||
Compensation and benefits | 79 | 120 |
Insurance premiums | 94 | 188 |
Other | 300 | 180 |
Current portion of operating lease liabilities | 245 | 245 |
Current portion of license fees payable to Xoma | 1,409 | 1,600 |
Total current liabilities | 2,924 | 3,226 |
License fees payable to Xoma, net of current portion | 0 | 209 |
Operating lease liabilities, net of current portion | 104 | 165 |
Total liabilities | 3,028 | 3,600 |
Commitments and contingencies (Notes 4,7 and 12) | ||
Stockholders' equity : | ||
Preferred Stock, $0.001 par value, 20,000 shares authorized; no shares issued and outstanding | ||
Common Stock, $0.001 par value, 500,000 shares authorized; 5,867 shares issued and outstanding | 6 | 6 |
Additional paid-in capital | 155,232 | 154,595 |
Accumulated deficit | (150,856) | (147,236) |
Total stockholders' equity | 4,382 | 7,365 |
Total liabilities and stockholders' equity | $ 7,410 | $ 10,965 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 5,867 | 5,867 |
Common stock, shares outstanding | 5,867 | 5,867 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Research and development: | ||
Compensation and benefits, net of related party reimbursements | $ 1,212 | $ 1,418 |
Clinical trial costs | 758 | 991 |
Consulting and outside services | 142 | 486 |
Material manufacturing costs | 174 | 187 |
Facilities and other | 58 | 152 |
Total research and development | 2,344 | 3,234 |
General and administrative: | ||
Compensation and benefits | 705 | 1,336 |
Professional fees | 370 | 360 |
Facilities and other | 204 | 249 |
Total general and administrative | 1,279 | 1,945 |
Total operating expenses | 3,623 | 5,179 |
Operating loss | (3,623) | (5,179) |
Non-operating income - interest and other | 3 | 99 |
Net loss | $ (3,620) | $ (5,080) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.62) | $ (0.94) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 5,867 | 5,409 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2019 | $ 4 | $ 128,651 | $ (126,903) | $ 1,752 |
Balance (in shares) at Jun. 30, 2019 | 4,208 | |||
Stock-based compensation | 1,394 | 0 | 1,394 | |
Fair value of warrants issued to consultants for services | 2 | 0 | 2 | |
Issuance of common stock for cash: Related parties at $14.50 per share | $ 2 | 19,998 | 0 | 20,000 |
Issuance of common stock for cash: Related parties at $14.50 per share (in shares) | 1,380 | |||
Issuance of common stock for cash: Other investors at $14.50 per share | 4,050 | 0 | 4,050 | |
Issuance of common stock for cash: OtheriInvestors at $14.50 per share (in shares) | 279 | |||
Advisory fees and other offering costs | (1,500) | 0 | (1,500) | |
Net loss | 0 | (5,080) | (5,080) | |
Balance at Sep. 30, 2019 | $ 6 | 152,595 | (131,983) | 20,618 |
Balance (in shares) at Sep. 30, 2019 | 5,867 | |||
Balance at Jun. 30, 2019 | $ 4 | 128,651 | (126,903) | 1,752 |
Balance (in shares) at Jun. 30, 2019 | 4,208 | |||
Net loss | 20,300 | |||
Balance at Jun. 30, 2020 | $ 6 | 154,595 | (147,236) | 7,365 |
Balance (in shares) at Jun. 30, 2020 | 5,867 | |||
Stock-based compensation | 634 | 0 | 634 | |
Fair value of warrants issued to consultants for services | 3 | 0 | 3 | |
Net loss | 0 | (3,620) | (3,620) | |
Balance at Sep. 30, 2020 | $ 6 | $ 155,232 | $ (150,856) | $ 4,382 |
Balance (in shares) at Sep. 30, 2020 | 5,867 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 3 Months Ended |
Sep. 30, 2019$ / shares | |
Condensed Consolidated Statements of Stockholders' Equity | |
Issuance of common stock for cash: Related parties, per share | $ 14.50 |
Issuance of common stock for cash: Other investors, per share | $ 14.50 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,620) | $ (5,080) |
Stock-based compensation expense | 634 | 1,394 |
Depreciation and amortization expense | 3 | 5 |
Non-cash lease expense | 59 | 53 |
Fair value of warrants issued for services | 3 | 2 |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses and other assets | 72 | 117 |
Increase in receivables from related parties | 0 | (247) |
Increase (decrease) in accounts payable | (107) | 736 |
Decrease in other accrued liabilities | (195) | (1,018) |
Decrease in license fees payable to Xoma | (400) | (4,891) |
Net Cash Used In Operating Activities | (3,551) | (8,929) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of Common Stock: Related parties | 0 | 20,000 |
Proceeds from issuance of Common Stock: Others | 0 | 4,050 |
Payment of commissions and other deferred offering costs | 0 | (1,479) |
Net Cash Provided by Financing Activities | 0 | 22,571 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (3,551) | 13,642 |
Cash, cash equivalents and restricted cash at beginning of period | 9,955 | 11,573 |
Cash, cash equivalents and restricted cash at end of period | 6,404 | 25,215 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Cash and cash equivalents, end of period | 6,404 | 22,104 |
Restricted cash, end of period | 0 | 3,111 |
Cash, cash equivalents and restricted cash at end of period | 6,404 | 25,215 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Right-of-use assets acquired in exchange for operating lease liabilities upon adoption of new accounting standard effective July 1, 2019 | 0 | 605 |
Payable for deferred offering costs | $ 129 | $ 21 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2020 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Nature of Operations Rezolute, Inc. (the “Company”) is a clinical stage biopharmaceutical company incorporated in Delaware in 2010. Reverse Stock Split In August 2019, the Company’s Board of Directors approved a reverse stock split that was subject to stockholder approval at a special meeting that was concluded on October 28, 2019. Stockholders approved the proposal whereby the Board of Directors had the ability at any time on or before October 23, 2020 to execute a reverse stock split and set an exchange ratio between 20 and 100 shares of the Company’s outstanding Common Stock, $0.001 par value per share, into one issued and outstanding share of Common Stock, without any change in the par value per share or the number of shares of Common Stock authorized. On October 7, 2020, the Board of Directors approved a one share for 50 shares reverse stock split of the Company’s $0.001 par value Common Stock (the “Reverse Stock Split”), resulting in the filing with the Delaware Secretary of State of a Certificate of Amendment (the “Amendment”) to the Company’s Articles of Incorporation. The Amendment was effective on October 9, 2020. In connection with the Reverse Stock Split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares of Common Stock issuable upon exercise of stock options and warrants whereby approximately the same aggregate price is required to be paid for such securities upon exercise as had been payable immediately preceding the Reverse Stock Split. In addition, any fractional shares that would otherwise be issued as a result of the Reverse Stock Split were rounded up to the nearest whole share. All references in the accompanying unaudited condensed consolidated financial statements to the number of shares of Common Stock and per share amounts have been retroactively adjusted to give effect to the Reverse Stock Split. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The condensed consolidated balance sheet as of June 30, 2020, has been derived from the Company’s audited consolidated financial statements. The unaudited interim financial statements should be read in conjunction with the Company’s 2020 Form 10-K, which contains the Company’s audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the year ended June 30, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnote disclosures necessary for a comprehensive presentation of financial position, results of operations, and cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended September 30, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the fiscal year ending June 30, 2021. Reclassifications Certain amounts in the previously issued comparative interim financial statements for the three months ended September 30, 2019 have been reclassified to conform to the current interim financial statement presentation. These reclassifications had no effect on the previously reported net loss, working capital, cash flows and stockholders’ equity. Consolidation The Company has three wholly owned subsidiaries consisting of AntriaBio Delaware, Inc., Rezolute (Bio) Ireland Limited, and Rezolute Bio UK, Ltd. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its three wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, fair value of share-based payments and warrants, management’s assessment of going concern, clinical trial accrued liabilities, estimates of the probability and potential magnitude of contingent liabilities, and the valuation allowance for deferred tax assets due to continuing and expected future operating losses. Actual results could differ from those estimates. Risks and Uncertainties The Company's operations may be subject to significant risks and uncertainties including financial, operational, regulatory and other risks associated with a clinical stage company, including the potential risk of business failure as discussed further in Note 2, and the future impact of COVID-19 as discussed in Note 7. Significant Accounting Policies During the three months ended September 30, 2020 , there have been no changes in our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. Recent Accounting Pronouncements Standards Required to be Adopted in Future Years. The following accounting standards are not yet effective; management has not completed its evaluation to determine the impact that adoption of this standard will have on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board ("FASB”) issued Accounting Standards Update ("ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the guidance on the impairment of financial instruments. This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses. In November 2019, ASU 2016-13 was amended by ASU 2019-10, Financial Instruments- Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) whereby the effective date for ASU 2016-13 for smaller reporting companies is now required for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect the adoption of this accounting guidance will have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not completed its evaluation to determine the impact that adoption of this standard will have on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company's financial statements upon adoption. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Sep. 30, 2020 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2 — LIQUIDITY The Company is in the clinical stage and has not yet generated any revenues. For the fiscal year ended June 30, 2020, the Company incurred a net loss of $20.3 million and net cash used in operating activities amounted to $24.2 million. For the three months ended September 30, 2020, the Company incurred a net loss of $3 .6 million and net cash used in operating activities amounted to $3 .6 million. As of September 30, 2020, the Company had an accumulated deficit of $150.9 million, cash and cash equivalents of $6.4 million and total liabilities of $3.0 million. As discussed in Note 12, on October 9, 2020 the Company received aggregate gross proceeds from investors in a private placement of $41.0 million from the issuance of units that consisted of approximately 2.5 million shares of Common Stock and warrants for the purchase of approximately 0.8 million shares of Common Stock. Management believes the Company’s existing cash and cash equivalents balance plus the net proceeds from the private placement of approximately $37.5 million will be adequate to carry out currently planned activities until the second half of the fiscal year ending June 30, 2022. As discussed in Note 7, COVID-19 has resulted in an economic environment that is unfavorable for many businesses to conduct operations and pursue new debt and equity financings. The U.S. economy has been largely shut down by mass quarantines and government mandated stay-in-place orders to halt the spread of the virus. While these orders are being lifted gradually, there is considerable uncertainty surrounding the recovery period for the U.S. economy. The long-term effects on the Company are expected to result in higher costs in order to comply with safeguards to protect patients and staff engaged in clinical activities, and extended periods of time may be required to complete clinical trials. The current economic environment and financial market volatility is expected to make it more challenging for the Company to obtain funding for its clinical programs in the future. Even if an economic recovery occurs faster and more robustly than currently expected, there are no assurances that the Company will be able to obtain equity and debt financings that will be necessary to fund ongoing operations after the fiscal year ending June 30, 2022. In addition, even if these financing sources are available, they may be on terms that are not acceptable to the Company’s Board of Directors and stockholders. |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Sep. 30, 2020 | |
OPERATING LEASES | |
OPERATING LEASES | NOTE 3 — OPERATING LEASES The carrying value of ROU assets and operating lease liabilities are as follows (in thousands): September 30, June 30, 2020 2020 Right-of-Use Assets, net $ 325 $ 383 Operating Lease Liabilities: Current $ 245 $ 245 Long-term 104 165 Total $ 349 $ 410 As of September 30, 2020, the weighted average remaining lease term under operating leases was 1.4 years, and the weighted average discount rate for operating lease liabilities was 10.0%. For the three months ended September 30, 2020 and 2019, cash paid for amounts included in the measurement of operating lease liabilities amounted to $69,000 and $68,000, respectively. These cash payments were included in the determination of net cash used in operating activities in the condensed consolidated statements of cash flows. Future payments under operating lease agreements as of September 30, 2020 are as follows (in thousands): Fiscal year ending June 30, Remainder of fiscal year 2021 $ 202 2022 170 Total lease payments 372 Less imputed interest (23) Present value of operating lease liabilities $ 349 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 3 Months Ended |
Sep. 30, 2020 | |
LICENSE AGREEMENTS | |
LICENSE AGREEMENTS | NOTE 4 — LICENSE AGREEMENTS Xoma License Agreement In December 2017, the Company entered into a license agreement (“License Agreement”) with XOMA Corporation (“Xoma”), through its wholly-owned subsidiary, XOMA (US) LLC, pursuant to which Xoma granted an exclusive global license to the Company to develop and commercialize Xoma 358 (formerly X358, now RZ358) for all indications. In January 2019, the License Agreement was amended. with an updated payment schedule, as well as revising the amount the Company was required to expend on development of RZ358 and related licensed products, and revised provisions with respect to the Company’s diligence efforts in conducting clinical studies. On March 31, 2020, the parties entered into Amendment No. 3 to the License Agreement to extend the payment schedule for the remaining balance of approximately $2.6 million. The revised payment schedule provided for seven quarterly payments to be paid from March 31, 2020 through September 30, 2021. For the three months ended September 30, 2020, presented below is a summary of activity related to the remaining payment obligations under the amended License Agreement (in thousands): Balance Payments Balance June 30, During September 30, Scheduled Payment Date 2020 Period 2020 September 30, 2020 $ 400 $ (400) $ — December 31, 2020 400 — 400 March 31, 2021 400 — 400 June 30, 2021 400 — 400 September 30, 2021 209 — 209 Total 1,809 $ (400) 1,409 Less long-term portion of payable (209) — Current portion of payable $ 1,600 $ 1,409 As discussed in Note 12, the Company completed a private placement of equity securities for gross proceeds of $41.0 million in October 2020, which resulted in acceleration of the entire obligation. On October 23, 2020, the Company paid the outstanding balance of $1.4 million. In addition to the License Agreement entered between the Company and Xoma in December 2017, both parties also entered into a stock purchase agreement (“Stock Purchase Agreement”). As of September 30, 2020, Xoma owns approximately 162,000 shares of the Company’s Common Stock. The Stock Purchase Agreement provides Xoma with the right and option to require the Company to use its best efforts to facilitate orderly sales of the shares to a third party or purchase the shares (the “Put Option”). Xoma was permitted to exercise the Put Option for up to a total of 50,000 shares of Common Stock for the calendar year ending December 31, 2020, and up to an additional 50,000 shares thereafter. On November 3, 2020, the Company’s shares of Common Stock were approved for listing on the Nasdaq Capital Market. Accordingly, the Put Option terminated pursuant to the terms of the Stock Purchase Agreement. ActiveSite License Agreement On August 4, 2017, the Company entered into a Development and License Agreement with ActiveSite Pharmaceuticals, Inc. (“ActiveSite”) pursuant to which the Company acquired the rights to ActiveSite’s Plasma Kallikrein Inhibitor program (“PKI Portfolio”). The Company is initially using the PKI Portfolio to develop an oral PKI therapeutic for diabetic macular edema (RZ402) and may use the PKI Portfolio to develop other therapeutics for different indications. The ActiveSite License Agreement requires various milestone payments up to $46.5 million.The first milestone payment for $1.0 million is due after acceptance of an Initial Drug Application, or IND, filed with the U.S. Food and Drug Administration (“FDA”). The Company is also required to pay royalties equal to 2.0% of any sales of products that use the PKI Portfolio. Through September 30, 2020, no events occurred that would result in the requirement to make milestone payments and no royalties have been incurred. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 5 — STOCKHOLDERS’ EQUITY Fiscal 2020 Private Placement In connection with a Series AA Preferred Stock financing in January 2019, the Company granted call options to Handok, Inc. and Genexine, Inc. (collectively, “H&G”) whereby upon the earlier of (i) December 31, 2020 and (ii) such date that the Company requested H&G to provide additional financing, each investor was entitled to purchase up to $10.0 million of Common Stock at a purchase price equal to the greater of (i) $14.50 per share or (ii) 75% of the volume weighted average closing price (“VWAP”) of the Company’s Common Stock during the thirty consecutive trading days prior to the date of the notice. On June 19, 2019, the Company entered into a financial advisory agreement to undertake a private placement (the “Fiscal 2020 Private Placement”) of (i) the shares of Common Stock issuable under the H&G call options for a total of $20.0 million, plus (ii) up to $10.0 million of equity or equity equivalent securities to be issued to other investors. On July 23, 2019, the Company entered into purchase agreements whereby H&G exercised their call options to purchase an aggregate of approximately 1.4 million shares of Common Stock for gross cash proceeds of $20.0 million at a purchase price of $14.50 per share. In addition, during July and August 2019 other investors purchased an aggregate of approximately 279,000 shares of Common Stock at a purchase price of $14.50 per share for gross cash proceeds of $4.1 million. Pursuant to the financial advisory agreement, the Company paid a fee of 6.0% of the gross proceeds received from the Fiscal 2020 Private Placement. The total advisory fees and other offering costs amounted to approximately $1.5 million, resulting in net proceeds of $22.6 million for the three months ended September 30, 2019. Restricted Cash One of the investors in the Fiscal 2020 Private Placement purchased approximately 262,000 shares of Common Stock for gross proceeds of $3.8 million. The Company agreed to spend the proceeds for certain research and development activities and for a planned uplisting of the Company’s Common Stock to the Nasdaq Capital Market. For the three months ended September 30, 2019, the Company made qualified expenditures of $0.7 million leaving a restricted cash balance of $3.1 million. The Company expended the remainder of the restricted cash proceeds on qualified activities by March 31, 2020, whereby there were no restrictions on cash balances after that date. |
STOCK-BASED COMPENSATION AND WA
STOCK-BASED COMPENSATION AND WARRANTS | 3 Months Ended |
Sep. 30, 2020 | |
STOCK-BASED COMPENSATION AND WARRANTS | |
STOCK-BASED COMPENSATION AND WARRANTS | NOTE 6 — STOCK-BASED COMPENSATION AND WARRANTS Stock Option Plans The Company currently has two active stock option plans consisting of the 2016 Non-Qualified Stock Option Plan, as amended (the “2016 Plan”), and the 2019 Non Qualified Stock Option Plan (the “2019 Plan”). On July 31, 2019, the 2019 Plan was adopted by the Board of Directors and provides authority to grant non-qualified stock options for up to 300,000 shares of the Company’s Common Stock. The Company also has stock options outstanding to purchase up to approximately 44,000 shares of Common Stock under the 2014 Stock and Incentive Plan (the “2014 Plan”) that terminated on March 21, 2019 and approximately 88,000 shares of Common Stock under the 2015 Stock and Incentive Plan (the "2015 Plan") that terminated on February 23, 2020. Stock options outstanding under the 2014 Plan and the 2015 Plan expire pursuant to their contractual provisions on various dates through 2029. Presented below is a summary as of September 30, 2020 of the number of shares authorized, outstanding, and available for future grants under each of the Company’s stock option plans (in thousands): Termination Number of Shares Description Date Authorized Outstanding Available 2014 Plan March 2019 43 43 — 2015 Plan February 2020 88 88 — 2016 Plan October 2021 560 513 47 2019 Plan July 2029 300 300 — Total 991 944 47 Stock Options Outstanding The following table sets forth a summary of the stock option activity for options with time-based vesting and hybrid vesting granted under all of the Company’s stock option plans for the three months ended September 30, 2020 (shares in thousands): Shares Price (1) Term (2) Outstanding, July 1, 2020 963 $ 33.06 8.1 Stock options forfeited: Awards with time-based vesting (14) 14.50 Awards with hybrid vesting conditions (5) 14.50 Outstanding, September 30, 2020 944 33.43 7.8 Vested, September 30, 2020 477 50.36 6.8 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term for the number of years until the stock options expire. Stock-based compensation expense for the three months ended September 30, 2020 and 2019 is included in compensation and benefits under the following captions in the unaudited condensed consolidated statements of operations (in thousands): 2020 2019 Research and development $ 321 $ 574 General and administrative 313 820 Total $ 634 $ 1,394 Unrecognized stock-based compensation expense related to stock options that provide solely for time-based vesting is approximately $2.6 million as of September 30, 2020. This amount is expected to be recognized over a remaining weighted average period of 1.7 years. In July 2019, the Company granted employee stock options for approximately 0.2 million shares that commence vesting upon the achievement of market, performance and service conditions (‘Hybrid Options”). The Hybrid Options will vest ratably over a period of 36 months beginning on the date that all of the following have occurred: (i) the option recipient has been employed by the Company for at least one year, (ii) the Company’s shares of Common Stock have been listed for trading on a national stock exchange, and (iii) such date no later than July 31, 2023, when the Company’s closing stock price exceeds $29.00 per share for 20 trading days in any consecutive 30 day period. The Company has not recognized any expense related to these stock options through September 30, 2020, since it was not probable that the performance condition to obtain a listing on a national stock exchange would be achieved. On November 3, 2020, the Company achieved this performance condition whereby its shares of Common Stock were approved for listing on the Nasdaq Capital Market. Accordingly, unrecognized compensation cost, net of estimated forfeitures, for the Hybrid Options of approximately $1.9 million will be recognized beginning in November 2020 when compensation cost of approximately $0.5 million will be recorded for the three months ending December 31, 2020, and the remainder of approximately $1.4 million will be recognized on a straight-line basis through July 2024 when the Hybrid options are expected to be fully vested. Warrants The Company has issued warrants in conjunction with various debt and equity financings and for services. As of September 30, 2020, the Company had warrants outstanding for approximately 0.6 million shares with a weighted average exercise price of $57.46. The weighted average remaining contractual term until the warrants expire is approximately 2.0 years. For the three months ended September 30, 2020, no warrants were granted, expired or exercised. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Commitments Please refer to Note 4 for further discussion of commitments to make milestone payments and to pay royalties under license agreements with Xoma and ActiveSite. COVID-19 In December 2019, COVID-19 was reported to have surfaced in Wuhan, China, and by March 2020 the spread of the virus had resulted in a world-wide pandemic. The U.S. economy has been largely shut down by mass quarantines and government mandated stay-in-place orders to halt the spread of the virus. While these orders are being lifted gradually, a full recovery of the U.S. economy may not occur until 2021 or later. Federal and state governments in the U.S. have approved funding for many programs that may provide financial assistance to individuals and businesses. The Company intends to pursue all material types of government assistance that it may be entitled to. However, no assurance can be provided that the Company will qualify and realize any material benefits from such assistance. COVID-19 has resulted in an economic environment that is unfavorable for many businesses to pursue new equity financings. Accordingly, the current economic environment is expected to present greater challenges for the Company to obtain additional funding for its clinical programs on terms that are acceptable to the Company’s Board of Directors. In February 2020, Rezolute announced the initiation of its Phase 2b trial in Congenital Hyperinsulinism (“CHI”). New site initiation and enrollment is on hold, similar to many other clinical studies conducted by other companies throughout the world. There are no mitigation strategies we can employ to help avoid potential timeline delays should there be an extended enrollment pause due to COVID-19. The long-term effects of COVID-19 are expected to require additional safeguards to protect patients and staff engaged in clinical activities, and extended periods of time required to complete clinical trials, both of which are expected to result in higher overall costs. While the current business disruption is expected to be temporary, the long-term financial impact and the duration cannot be reasonably estimated at this time. Legal Matters From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of September 30, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations. At each reporting period, the Company evaluates known claims to determine whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies . Legal fees are expensed as incurred. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 — RELATED PARTY TRANSACTIONS Related Party Licensing Agreement On September 15, 2020, the Company entered into an exclusive license agreement with Handok (the “Handok License”) for the territory of the Republic of Korea. The Handok License relates to pharmaceutical products in final dosage form containing the pharmaceutical compounds developed or to be developed by the Company, including those related to RZ358 and RZ402. The Handok License is in effect for a period of 20 years after the first commercial sale of each product, and requires (i) milestone payments of $0.5 million upon approval of a New Drug Application (“NDA”) for each product in the territory, and (ii) the Company will sell products ordered by Handok at a transfer price equal to 70% of the net selling price of the products. To date, no milestone payments have been earned by the Company. Equity Issuances As discussed in Note 5, on July 23, 2019 H&G agreed to purchase an aggregate of approximately 1.4 million shares of Common Stock at an issuance price of $14.50 per share for gross proceeds of $20.0 million. This purchase was made pursuant to the terms of call options that was issued in connection with an equity offering in January 2019 that resulted in gross proceeds of $25.0 million. As of September 30,2020, H&G own an aggregate of approximately 65% of the Company’s outstanding shares of Common Stock. Master Services Agreement Effective July 1, 2019, the Company entered into a Master Services Agreement (“MSA”) with H&G whereby the Company agreed to assist H&G in an evaluation of their long acting growth hormone program referred to as GX-H9. For the three months ended September 30, 2019, the Company charged H&G for employee services of $103,000 and reimbursable expenses incurred with unrelated parties of $144,000, for a total of approximately $247,000. Amounts charged under the MSA for employee services are reflected as a reduction of research and development compensation costs in the accompanying unaudited condensed consolidated statement of operations for the three months ended September 30, 2019. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 — INCOME TAXES Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date operating results, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating results for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. For the three months ended September 30, 2020 and 2019, the Company did not record any income tax benefit due to a full valuation allowance on its deferred tax assets. The Company did not have any material changes to its conclusions regarding valuation allowances for deferred income tax assets or uncertain tax positions for the three months ended September 30, 2020 and 2019. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Sep. 30, 2020 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 10 — EARNINGS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. For the three months ended September 30, 2020 and 2019, basic and diluted net loss per share were the same since all common stock equivalents were anti-dilutive. As of September 30, 2020 and 2019, the following outstanding potential common stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): 2020 2019 Stock options 944 928 Warrants 618 911 Total 1,562 1,839 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 3 Months Ended |
Sep. 30, 2020 | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | NOTE 11 — FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability. Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at the measurement date. Due to the relatively short maturity of the respective instruments, the fair value of cash and cash equivalents, accounts payable and accrued liabilities approximated their carrying values as of September 30, 2020 and June 30, 2020. The Company did not have any assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and June 30, 2020. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three months ended September 30, 2020 and 2019, the Company did not have any transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents at high-quality financial institutions. For the three months ended September 30, 2020, cash deposits have exceeded the amount of federal insurance provided on such deposits. As of September 30, 2020 and June 30, 2020, the Company had cash and cash equivalents with a single financial institution with an aggregate balance of $6.4 million and $10.0 million, respectively. The Company has never experienced any losses related to its investments in cash and cash equivalents. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS Fiscal 2021 Financing On September 15, 2020, the Company entered into financial advisory agreements to undertake a private placement of equity or equity equivalent securities (the “Fiscal 2021 Financing”). Pursuant to the financial advisory agreements, the Company agreed to pay transaction fees to the financial advisors for an aggregate of 6.0% of the gross proceeds plus out-of-pocket expenses. In addition, for any financing completed within 60 days of the closing of the Fiscal 2021 Financing, the financial advisors are entitled to additional transaction fees equal to 6.0% of the gross proceeds. On October 9, 2020, the Company completed the Fiscal 2021 Financing through the sale of units (the “Units”) consisting of (i) approximately 2.5 million shares of Common stock, and (ii) warrants entitling the holders to purchase approximately 0.8 million shares of Common Stock (the “Warrants”). The Warrants are exercisable at $19.50 per share for a period of seven years and may be exercised on a cash or cashless basis at the election of the holders. The Units were issued for a purchase price of $16.50 per Unit, resulting in gross proceeds of $41.0 million. Pursuant to the financial advisory agreements, the Company paid transaction fees of $2.5 million, and costs for professional fees and other offering costs are estimated at approximately $1.0 million. After deducting the financial advisory fees and other offering costs, the estimated net proceeds amounted to approximately $37.5 million. Pursuant to the terms of the Fiscal 2021 Financing, the Company executed the Reverse Stock Split of one share for 50 shares as discussed in Note 1, and agreed to enable trading of its Common Stock on the Nasdaq Capital Market, whereby the Company’s listing application was approved by Nasdaq on November 3, 2020. The Company also entered into a registration rights agreement (“RRA”), pursuant to which the Company agreed to use commercially reasonable efforts to register (i) the shares of Common Stock included in the Units, and (ii) the shares of Common Stock issuable upon exercise of the warrants. If the Company fails to register the shares pursuant to the terms of the RRA, liquidated damages up to a maximum of 6.0% of the gross proceeds of the Fiscal 2021 Financing may be assessed. Early Payments to Xoma Upon completion of a qualified financing of $20.0 million or more, the Company was obligated to repay the remaining outstanding balance due to Xoma within 15 days as discussed in Note 4. The completion of the Fiscal 2021 Financing resulted in acceleration of the remaining balance due to Xoma and the Company paid the outstanding balance of $1.4 million on October 23, 2020. Reverse Stock Split As discussed in Note 1, the Company effected a one share for 50 shares Reverse Stock Split on October 9, 2020. All references in the accompanying consolidated financial statements to the number of shares of Common Stock and per share amounts have been retroactively adjusted to give effect to the Reverse Stock Split. Bonuses for Certain Officers and Employees In October 2020, the Company’s Board of Directors approved bonus payments for an aggregate of approximately $0.4 million to certain officers and employees upon completion of the Fiscal 2021 Financing discussed above. Accordingly, the Company paid these bonuses in October 2020 and will recognize the related bonus expense for the fiscal quarter ending December 31, 2020. ActiveSite Milestone Payment Pursuant to the license agreement with ActiveSite discussed in Note 4, the first milestone payment for $1.0 million is due upon effectiveness of an IND. On October 28, 2020, the Company submitted an IND to the FDA that is expected to trigger the first milestone payment upon completion of review and acceptance by the FDA. Operating Lease On October 28, 2020, the Company entered into an assignment, assumption and amendment of lease agreement for ancillary office space in Bend, Oregon. The lease space consists of approximately 5,000 square feet and provides for average monthly rent of approximately $8,700 through the expiration date in February 2024. The lease provides one option to renew the lease for an additional three years at market rates. The Company has not yet determined the amount of the ROU asset and the related operating lease liabilities that will be recognized at inception of this lease. Unaudited Pro Forma Disclosure Presented below is an unaudited pro forma balance sheet that gives effect to the Fiscal 2021 Financing and the Early Payments to Xoma, as if these events had occurred on September 30, 2020 (in thousands, except per share amount): Equity Financing Xoma Gross Offering Early Historical Proceeds (1) Costs (2) Payments (3) Pro Forma Assets (Unaudited) Current assets: Cash and cash equivalents $ 6,404 $ 41,000 $ (3,491) $ (1,409) $ 42,504 Prepaid expenses and other 491 — — — 491 Total current assets 6,895 41,000 (3,491) (1,409) 42,995 Long-term assets: Right-of-use assets, net 325 — — — 325 Deferred offering costs 129 — (129) — — Other 61 — — — 61 Total assets $ 7,410 $ 41,000 $ (3,620) $ (1,409) $ 43,381 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 797 $ — $ — $ — $ 797 Accrued liabilities 473 — (129) — 344 Current portion of license fees payable to Xoma 1,409 — — (1,409) — Current portion of operating lease liabilities 245 — — — 245 Total current liabilities 2,924 — (129) (1,409) 1,386 Long-term liabilities: Operating lease liabilities, net of current portion 104 — — — 104 Total liabilities 3,028 — (129) (1,409) 1,490 Stockholders' equity: Common Stock, $0.001 par value, 500,000 shares authorized; see below for issued and outstanding 6 2 — — 8 Additional paid-in capital 155,232 40,998 (3,491) — 192,739 Accumulated deficit (150,856) — — — (150,856) Total stockholders' equity 4,382 41,000 (3,491) — 41,891 Total liabilities and stockholders' equity $ 7,410 $ 41,000 $ (3,620) $ (1,409) $ 43,381 Number of shares of Common Stock issued and outstanding 5,867 2,485 — — 8,352 (1) Gives effect to the receipt of gross proceeds of $41.0 million on October 9, 2020, as a result of the private placement of units at an issuance price of $16.50 per unit. The units consisted of an aggregate of approximately 2.5 million shares of Common Stock and warrants for the purchase of an additional 0.8 million shares of Common Stock. (2) Gives effect to the financial advisory fees of 6.0% of the gross proceeds and other estimated offering costs of approximately $1.0 million related to the Fiscal 2021 Financing, of which $0.1 million was incurred but unpaid as of September 30, 2020. (3) Gives effect to the requirement discussed in Note 4 to repay the remaining obligations due to Xoma, since the Fiscal 2021 Financing met the definition of a qualified financing. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations | Nature of Operations Rezolute, Inc. (the “Company”) is a clinical stage biopharmaceutical company incorporated in Delaware in 2010. |
Reverse Stock Split | Reverse Stock Split In August 2019, the Company’s Board of Directors approved a reverse stock split that was subject to stockholder approval at a special meeting that was concluded on October 28, 2019. Stockholders approved the proposal whereby the Board of Directors had the ability at any time on or before October 23, 2020 to execute a reverse stock split and set an exchange ratio between 20 and 100 shares of the Company’s outstanding Common Stock, $0.001 par value per share, into one issued and outstanding share of Common Stock, without any change in the par value per share or the number of shares of Common Stock authorized. On October 7, 2020, the Board of Directors approved a one share for 50 shares reverse stock split of the Company’s $0.001 par value Common Stock (the “Reverse Stock Split”), resulting in the filing with the Delaware Secretary of State of a Certificate of Amendment (the “Amendment”) to the Company’s Articles of Incorporation. The Amendment was effective on October 9, 2020. In connection with the Reverse Stock Split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares of Common Stock issuable upon exercise of stock options and warrants whereby approximately the same aggregate price is required to be paid for such securities upon exercise as had been payable immediately preceding the Reverse Stock Split. In addition, any fractional shares that would otherwise be issued as a result of the Reverse Stock Split were rounded up to the nearest whole share. All references in the accompanying unaudited condensed consolidated financial statements to the number of shares of Common Stock and per share amounts have been retroactively adjusted to give effect to the Reverse Stock Split. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The condensed consolidated balance sheet as of June 30, 2020, has been derived from the Company’s audited consolidated financial statements. The unaudited interim financial statements should be read in conjunction with the Company’s 2020 Form 10-K, which contains the Company’s audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the year ended June 30, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnote disclosures necessary for a comprehensive presentation of financial position, results of operations, and cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended September 30, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the fiscal year ending June 30, 2021. |
Reclassifications | Reclassifications Certain amounts in the previously issued comparative interim financial statements for the three months ended September 30, 2019 have been reclassified to conform to the current interim financial statement presentation. These reclassifications had no effect on the previously reported net loss, working capital, cash flows and stockholders’ equity. |
Consolidation | Consolidation The Company has three wholly owned subsidiaries consisting of AntriaBio Delaware, Inc., Rezolute (Bio) Ireland Limited, and Rezolute Bio UK, Ltd. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its three wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, fair value of share-based payments and warrants, management’s assessment of going concern, clinical trial accrued liabilities, estimates of the probability and potential magnitude of contingent liabilities, and the valuation allowance for deferred tax assets due to continuing and expected future operating losses. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company's operations may be subject to significant risks and uncertainties including financial, operational, regulatory and other risks associated with a clinical stage company, including the potential risk of business failure as discussed further in Note 2, and the future impact of COVID-19 as discussed in Note 7. |
Summary of Significant Accounting Policies | Significant Accounting Policies During the three months ended September 30, 2020 , there have been no changes in our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Required to be Adopted in Future Years. The following accounting standards are not yet effective; management has not completed its evaluation to determine the impact that adoption of this standard will have on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board ("FASB”) issued Accounting Standards Update ("ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the guidance on the impairment of financial instruments. This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses. In November 2019, ASU 2016-13 was amended by ASU 2019-10, Financial Instruments- Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) whereby the effective date for ASU 2016-13 for smaller reporting companies is now required for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect the adoption of this accounting guidance will have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not completed its evaluation to determine the impact that adoption of this standard will have on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company's financial statements upon adoption. |
Nature of Operations [Text Block] | Nature of Operations Rezolute, Inc. (the “Company”) is a clinical stage biopharmaceutical company incorporated in Delaware in 2010. |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
OPERATING LEASES | |
Summary of carrying value of ROU assets and operating lease liabilities | The carrying value of ROU assets and operating lease liabilities are as follows (in thousands): September 30, June 30, 2020 2020 Right-of-Use Assets, net $ 325 $ 383 Operating Lease Liabilities: Current $ 245 $ 245 Long-term 104 165 Total $ 349 $ 410 |
Summary of future payments under operating lease agreements | Future payments under operating lease agreements as of September 30, 2020 are as follows (in thousands): Fiscal year ending June 30, Remainder of fiscal year 2021 $ 202 2022 170 Total lease payments 372 Less imputed interest (23) Present value of operating lease liabilities $ 349 |
LICENSE AGREEMENTS (Tables)
LICENSE AGREEMENTS (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
LICENSE AGREEMENTS | |
Summary of activity related to the remaining payment obligations under the amended License Agreement | For the three months ended September 30, 2020, presented below is a summary of activity related to the remaining payment obligations under the amended License Agreement (in thousands): Balance Payments Balance June 30, During September 30, Scheduled Payment Date 2020 Period 2020 September 30, 2020 $ 400 $ (400) $ — December 31, 2020 400 — 400 March 31, 2021 400 — 400 June 30, 2021 400 — 400 September 30, 2021 209 — 209 Total 1,809 $ (400) 1,409 Less long-term portion of payable (209) — Current portion of payable $ 1,600 $ 1,409 |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND WARRANTS (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
STOCK-BASED COMPENSATION AND WARRANTS | |
Schedule of the number of shares authorized, outstanding, and available for future grants under stock option | Presented below is a summary as of September 30, 2020 of the number of shares authorized, outstanding, and available for future grants under each of the Company’s stock option plans (in thousands): Termination Number of Shares Description Date Authorized Outstanding Available 2014 Plan March 2019 43 43 — 2015 Plan February 2020 88 88 — 2016 Plan October 2021 560 513 47 2019 Plan July 2029 300 300 — Total 991 944 47 |
Summary of the stock option activity | The following table sets forth a summary of the stock option activity for options with time-based vesting and hybrid vesting granted under all of the Company’s stock option plans for the three months ended September 30, 2020 (shares in thousands): Shares Price (1) Term (2) Outstanding, July 1, 2020 963 $ 33.06 8.1 Stock options forfeited: Awards with time-based vesting (14) 14.50 Awards with hybrid vesting conditions (5) 14.50 Outstanding, September 30, 2020 944 33.43 7.8 Vested, September 30, 2020 477 50.36 6.8 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term for the number of years until the stock options expire. |
Schedule of stock-based compensation expense | Stock-based compensation expense for the three months ended September 30, 2020 and 2019 is included in compensation and benefits under the following captions in the unaudited condensed consolidated statements of operations (in thousands): 2020 2019 Research and development $ 321 $ 574 General and administrative 313 820 Total $ 634 $ 1,394 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
EARNINGS PER SHARE | |
Summary of potential common stock equivalents were excluded from the computation of diluted net loss per share | As of September 30, 2020 and 2019, the following outstanding potential common stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): 2020 2019 Stock options 944 928 Warrants 618 911 Total 1,562 1,839 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
Schedule of unaudited pro forma balance sheet that gives effect to the Financing Activities, Restricted Funds and Early Payments | Presented below is an unaudited pro forma balance sheet that gives effect to the Fiscal 2021 Financing and the Early Payments to Xoma, as if these events had occurred on September 30, 2020 (in thousands, except per share amount): Equity Financing Xoma Gross Offering Early Historical Proceeds (1) Costs (2) Payments (3) Pro Forma Assets (Unaudited) Current assets: Cash and cash equivalents $ 6,404 $ 41,000 $ (3,491) $ (1,409) $ 42,504 Prepaid expenses and other 491 — — — 491 Total current assets 6,895 41,000 (3,491) (1,409) 42,995 Long-term assets: Right-of-use assets, net 325 — — — 325 Deferred offering costs 129 — (129) — — Other 61 — — — 61 Total assets $ 7,410 $ 41,000 $ (3,620) $ (1,409) $ 43,381 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 797 $ — $ — $ — $ 797 Accrued liabilities 473 — (129) — 344 Current portion of license fees payable to Xoma 1,409 — — (1,409) — Current portion of operating lease liabilities 245 — — — 245 Total current liabilities 2,924 — (129) (1,409) 1,386 Long-term liabilities: Operating lease liabilities, net of current portion 104 — — — 104 Total liabilities 3,028 — (129) (1,409) 1,490 Stockholders' equity: Common Stock, $0.001 par value, 500,000 shares authorized; see below for issued and outstanding 6 2 — — 8 Additional paid-in capital 155,232 40,998 (3,491) — 192,739 Accumulated deficit (150,856) — — — (150,856) Total stockholders' equity 4,382 41,000 (3,491) — 41,891 Total liabilities and stockholders' equity $ 7,410 $ 41,000 $ (3,620) $ (1,409) $ 43,381 Number of shares of Common Stock issued and outstanding 5,867 2,485 — — 8,352 (1) Gives effect to the receipt of gross proceeds of $41.0 million on October 9, 2020, as a result of the private placement of units at an issuance price of $16.50 per unit. The units consisted of an aggregate of approximately 2.5 million shares of Common Stock and warrants for the purchase of an additional 0.8 million shares of Common Stock. |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of adoption (Details) | Oct. 23, 2020 | Oct. 09, 2020 | Oct. 07, 2020$ / shares | Sep. 30, 2020item$ / shares | Jun. 30, 2020$ / shares | Aug. 31, 2019$ / shares |
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||
Reverse stock split, Exchange ratio | 0.02 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of wholly owned subsidiaries | item | 3 | |||||
Subsequent events | ||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||
Reverse stock split, Exchange ratio | 0.02 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Minimum | ||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||
Reverse stock split, Exchange ratio | 50 | |||||
Maximum | ||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||
Reverse stock split, Exchange ratio | 1 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands, shares in Millions | Oct. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Net loss | $ (3,620) | $ (5,080) | $ 20,300 | ||
Net cash used in operating activities | (3,551) | (8,929) | 24,200 | ||
Accumulated deficit | (150,856) | (147,236) | |||
Cash, cash equivalents and restricted cash | 6,404 | $ 25,215 | 9,955 | $ 11,573 | |
Total liabilities | $ 3,028 | $ 3,600 | |||
Subsequent events | |||||
Gross proceeds from private placement of equity shares | $ 41,000 | ||||
Number of shares issued | 2.5 | ||||
Warrants for the purchase of shares of Common Stock | $ 800 | ||||
Cash and cash equivalents balance plus the net proceeds from the private placement | $ 37,500 |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING LEASES | ||
Average monthly rent | $ 59,000 | $ 53,000 |
Cash paid for amounts included in measurement of operating lease liabilities | $ 69,000 | $ 68,000 |
OPERATING LEASES - Assets and o
OPERATING LEASES - Assets and operating lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Carrying value of ROU assets and operating lease liabilities | ||
Right-of-use assets, net | $ 325 | $ 383 |
Operating Lease Liabilities: | ||
Current | 245 | 245 |
Long-term | 104 | 165 |
Total | $ 349 | $ 410 |
Operating lease weighted average remaining lease term1 | 1 year 4 months 24 days | |
Weighted average discount rate | 10.00% |
OPERATING LEASES - Operating le
OPERATING LEASES - Operating lease agreements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Future lease payments related to operating lease agreements | ||
Remainder of fiscal year 2021 | $ 202 | |
2022 | 170 | |
Total lease payments | 372 | |
Less imputed interest | (23) | |
Present value of operating lease liabilities | $ 349 | $ 410 |
LICENSE AGREEMENTS - Remaining
LICENSE AGREEMENTS - Remaining payment obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Cash activity | ||
Less long term portion of payable | $ 0 | $ (209) |
Current portion of payable | 1,409 | 1,600 |
License agreement | ||
Cash activity | ||
Scheduled Payments | (400) | |
Total license fee payable | 1,409 | 1,809 |
Less long term portion of payable | 0 | (209) |
Current portion of payable | 1,409 | 1,600 |
September 30, 2020 | License agreement | ||
Cash activity | ||
Scheduled Payments | (400) | |
Total license fee payable | 0 | 400 |
December 31, 2020 | License agreement | ||
Cash activity | ||
Total license fee payable | 400 | 400 |
March 31, 2021 | License agreement | ||
Cash activity | ||
Total license fee payable | 400 | 400 |
June 30, 2021 | License agreement | ||
Cash activity | ||
Total license fee payable | 400 | 400 |
September 30, 2021 | License agreement | ||
Cash activity | ||
Total license fee payable | $ 209 | $ 209 |
LICENSE AGREEMENTS - Additional
LICENSE AGREEMENTS - Additional Information - (Detail) - USD ($) $ in Millions | Oct. 23, 2020 | Oct. 09, 2020 | Oct. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 |
License agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Stock Issued During Period, Value, Issued for Services | $ 2.6 | ||||
Activesite Pharmaceuticals Inc | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Maximum Amount of Milestone Events | $ 46.5 | ||||
First milestone payment due after completion of the preclinical work | $ 1 | ||||
Royalties percentage | 2.00% | ||||
Subsequent events | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Proceeds from private placement of equity shares | $ 41 | ||||
Xoma | License agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Stock Issued During Period, Shares, Other | 162,000 | ||||
Xoma | Subsequent events | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Proceeds from private placement of equity shares | $ 20 | $ 41 | |||
Payments of outstanding balance of license | $ 1.4 | ||||
Put Option [Member] | Xoma | License agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Description Of Option Indexed To Issuers Equity Shares | Xoma was permitted to exercise the Put Option for up to a total of 50,000 shares of Common Stock for the calendar year ending December 31, 2020, and up to an additional 50,000 shares thereafter. |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 23, 2019 | Jun. 19, 2019 | Jul. 23, 2019 | Aug. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 |
Class of Stock [Line Items] | |||||||
Qualified expenditures | $ 0.7 | ||||||
Share Price | $ 14.50 | ||||||
Volume weighted average closing price of common stock | 75.00% | ||||||
Purchase of Common Stock | $ 10 | ||||||
Restricted cash | 3.1 | ||||||
Other Investors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 279,000 | ||||||
Share Price | $ 14.50 | ||||||
Gross proceeds from issuance of common stock | $ 4.1 | ||||||
Other Investors [Member] | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 10 | ||||||
Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,400,000 | 1,400,000 | |||||
Stock Issued During Period, Value, New Issues | $ 20 | ||||||
Proceeds from Stock Options Exercised | $ 14.5 | ||||||
Share Price | $ 14.50 | $ 14.50 | |||||
Gross proceeds from issuance of common stock | $ 20 | ||||||
Amount of advisory fee payable | $ 1.5 | ||||||
Percent of advisory fee payable | 6.00% | ||||||
Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 262,000 | ||||||
Gross proceeds from issuance of common stock | $ 3.8 | ||||||
Private Placement [Member] | Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from private placement | $ 22.6 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND WARRANTS - Stock option plans (Details) - shares shares in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 991 | |
Number of shares outstanding | 944 | 963 |
Number of shares available | 47 | |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 43 | |
Number of shares outstanding | 43 | |
2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 88 | |
Number of shares outstanding | 88 | |
2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 560 | |
Number of shares outstanding | 513 | |
Number of shares available | 47 | |
2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 300 | |
Number of shares outstanding | 300 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND WARRANTS - Stock options outstanding (Details) - $ / shares shares in Thousands | Jun. 30, 2019 | Sep. 30, 2020 |
Number of Options | ||
Outstanding | 963 | |
Outstanding | 944 | |
Vested | 477 | |
Weighted Average Exercise Price | ||
Outstanding | $ 33.06 | |
Outstanding | 33.43 | |
Vested | $ 50.36 | |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Lives | 8 years 1 month 6 days | 7 years 9 months 18 days |
Vested | 6 years 9 months 18 days | |
Award with time-based vesting | ||
Number of Options | ||
Granted | (14) | |
Weighted Average Exercise Price | ||
Granted | $ 14.50 | |
Award with performance-based vesting | ||
Number of Options | ||
Granted | (5) | |
Weighted Average Exercise Price | ||
Granted | $ 14.50 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND WARRANTS - Stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 634 | $ 1,394 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 321 | 574 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 313 | $ 820 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND WARRANTS - Warrants (Details) | 3 Months Ended |
Sep. 30, 2020$ / sharesshares | |
STOCK-BASED COMPENSATION AND WARRANTS | |
Warrants outstanding | 600,000 |
Weighted average exercise price | $ / shares | $ 57.46 |
Weighted average remaining contractual term | 2 years |
Warrants granted | 0 |
Warrants expired | 0 |
Warrants exercised | 0 |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND WARRANTS - Additional information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2019item$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Feb. 23, 2020shares | Mar. 21, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 991,000 | ||||
Weighted average exercise price | $ / shares | $ 57.46 | ||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, stock options | $ | $ 2,600 | ||||
Compensation cost | $ | $ 634 | $ 1,394 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||||
Class of Warrant or Right, Outstanding | 600,000 | ||||
2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options outstanding terminated | 44,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 43,000 | ||||
2015 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options outstanding terminated | 88,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 88,000 | ||||
Employees and Directors | Non Qualified Stock Option Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||||
Employee stock options | Hybrid Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||
Vesting period | 36 months | ||||
Period for which recipient has been employed by the entity | 1 year | ||||
Minimal Stock Price For Vesting | $ / shares | $ 29 | ||||
Threshold trading days for minimal stock price for vesting | item | 20 | ||||
Threshold consecutive trading days for minimal stock price for vesting | item | 30 | ||||
Employee stock options | Unrecognized compensation cost recognized beginning in November 2020 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, stock options | $ | $ 1,900 | ||||
Employee stock options | Unrecognized compensation cost recognized through December 2020 | Hybrid Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | $ | 500 | ||||
Employee stock options | Unrecognized compensation cost recognized through July 2024 | Hybrid Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, stock options | $ | $ 1,400 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ / shares in Units, shares in Millions | Sep. 15, 2020 | Jul. 23, 2019 | Jul. 23, 2019 | Jan. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Related Party Transaction [Line Items] | ||||||
Price per share | $ 14.50 | |||||
Gross proceeds from issuance | $ 25,000,000 | |||||
Fair Value Adjustment of Warrants | $ 3,000 | $ 2,000 | ||||
Master Services Agreement ("MSA") | ||||||
Related Party Transaction [Line Items] | ||||||
Fair Value Adjustment of Warrants | $ 103,000 | |||||
Related Party Licensing Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Pharmaceutical License Agreement, Term | 20 years | |||||
Pharmaceutical License Agreement, Milestone Payment | $ 500,000 | |||||
Pharmaceutical License Agreement, Transfer Price | 70.00% | |||||
Milestone payments earned | $ 0 | |||||
Investor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1.4 | 1.4 | ||||
Price per share | $ 14.50 | $ 14.50 | ||||
Gross proceeds from issuance | $ 20,000,000 | |||||
Ownership interest by related party | 65.00% | |||||
Investor [Member] | Master Services Agreement ("MSA") | ||||||
Related Party Transaction [Line Items] | ||||||
Investor relation expenses | $ 144,000 | |||||
General and administrative expenses | $ 247,000 |
EARNINGS PER SHARE - Anti-dilut
EARNINGS PER SHARE - Anti-dilutive (Details) - shares shares in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents were excluded from the computation of diluted net loss per share | 1,562 | 1,839 |
Employee stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents were excluded from the computation of diluted net loss per share | 944 | 928 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents were excluded from the computation of diluted net loss per share | 618 | 911 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | ||||
Cash, cash equivalents, and restricted cash | $ 6,404 | $ 9,955 | $ 25,215 | $ 11,573 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, shares in Millions | Oct. 28, 2020USD ($)ft² | Oct. 09, 2020USD ($)$ / sharesshares | Oct. 07, 2020 | Sep. 15, 2020 | Oct. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Oct. 23, 2020USD ($) |
Subsequent Event [Line Items] | ||||||||
Weighted average exercise price | $ / shares | $ 57.46 | |||||||
Term of warrants | 2 years | |||||||
Reverse stock split, Exchange ratio | 0.02 | |||||||
Average monthly rent | $ 59,000 | $ 53,000 | ||||||
2021 Financing | ||||||||
Subsequent Event [Line Items] | ||||||||
Transaction fees on gross proceeds and out-of-pocket expenses (in percent) | 6.00% | |||||||
Minimum number of days for happening any other financing | 60 days | |||||||
Additional transaction fees on gross proceeds (in percent) | 6.00% | |||||||
Unpaid incurred offering cost | $ 100,000 | |||||||
Subsequent events | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of common stock, net of issuance costs (in shares) | shares | 2.5 | |||||||
Number of shares of common stock called by warrants issued | shares | 0.8 | |||||||
Gross proceeds from private placement of equity shares | $ 41,000,000 | |||||||
Net proceeds from private placement | $ 37,500,000 | |||||||
Reverse stock split, Exchange ratio | 0.02 | |||||||
Bonus payments | $ 400,000 | |||||||
Lease square feet | ft² | 5,000 | |||||||
Average monthly rent | $ 8,700 | |||||||
Option to renew | true | |||||||
Renewal term | 3 years | |||||||
Subsequent events | 2021 Financing | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of common stock, net of issuance costs (in shares) | shares | 2.5 | |||||||
Weighted average exercise price | $ / shares | $ 19.50 | |||||||
Term of warrants | 7 years | |||||||
Issue price per unit | $ / shares | $ 16.50 | |||||||
Gross proceeds from private placement of equity shares | $ 41,000,000 | |||||||
Transaction fees | 2,500,000 | |||||||
Costs for professional fees and other financing costs | $ 1,000,000 | |||||||
Percent of estimated costs for professional fees and other offering costs | 6.00% | |||||||
Liquidated damages on gross proceeds (in percent) | 6.00% | |||||||
Number of warrants issued for shares | shares | 0.8 | |||||||
Aggregate bonus payments approved | $ 1,000,000 | |||||||
Reverse stock split | one share for 50 shares | |||||||
Subsequent events | Xoma | ||||||||
Subsequent Event [Line Items] | ||||||||
Gross proceeds from private placement of equity shares | $ 20,000,000 | $ 41,000,000 | ||||||
Subsequent events | Xoma | License agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Acceleration of the remaining balance due | $ 1,400,000 | |||||||
Subsequent events | Activesite Pharmaceuticals Inc | ||||||||
Subsequent Event [Line Items] | ||||||||
First milestone payment due after completion of the preclinical work | $ 1,000,000 |
SUBSEQUENT EVENTS - Unaudited P
SUBSEQUENT EVENTS - Unaudited Pro Forma (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | Jun. 30, 2019 |
Current assets: | |||||
Prepaid expenses and other | $ 491 | $ 563 | |||
Total current assets | 6,895 | 10,518 | |||
Long-term assets: | |||||
Right-of-use assets, net | 325 | 383 | |||
Deferred offering costs | 129 | $ 21 | |||
Total assets | 7,410 | 10,965 | |||
Current liabilities: | |||||
Accounts payable | 797 | 893 | |||
Current portion of license fees payable to Xoma | 1,409 | 1,600 | |||
Current portion of operating lease liabilities | 245 | 245 | |||
Total current liabilities | 2,924 | 3,226 | |||
Long-term liabilities: | |||||
Operating lease liabilities, net of current portion | 104 | 165 | |||
Total liabilities | 3,028 | 3,600 | |||
Stockholders equity: | |||||
Common Stock | 6 | 6 | |||
Additional paid-in capital | 155,232 | 154,595 | |||
Accumulated deficit | (150,856) | (147,236) | |||
Total stockholders' equity | 4,382 | 7,365 | $ 20,618 | $ 1,752 | |
Total liabilities and stockholders' equity | $ 7,410 | $ 10,965 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 500,000 | 500,000 | |||
Historical [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 6,404 | ||||
Prepaid expenses and other | 491 | ||||
Total current assets | 6,895 | ||||
Long-term assets: | |||||
Right-of-use assets, net | 325 | ||||
Deferred offering costs | 129 | ||||
Other | 61 | ||||
Total assets | 7,410 | ||||
Current liabilities: | |||||
Accounts payable | 797 | ||||
Accrued liabilities | 473 | ||||
Current portion of license fees payable to Xoma | 1,409 | ||||
Current portion of operating lease liabilities | 245 | ||||
Total current liabilities | 2,924 | ||||
Long-term liabilities: | |||||
Operating lease liabilities, net of current portion | 104 | ||||
Total liabilities | 3,028 | ||||
Stockholders equity: | |||||
Common Stock | 6 | ||||
Additional paid-in capital | 155,232 | ||||
Accumulated deficit | (150,856) | ||||
Total stockholders' equity | 4,382 | ||||
Total liabilities and stockholders' equity | $ 7,410 | ||||
Number of shares of Common Stock issued and outstanding | 5,867 | ||||
Equity Financing Gross Proceeds [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 41,000 | ||||
Prepaid expenses and other | 0 | ||||
Total current assets | 41,000 | ||||
Long-term assets: | |||||
Right-of-use assets, net | 0 | ||||
Deferred offering costs | 0 | ||||
Other | 0 | ||||
Total assets | 41,000 | ||||
Current liabilities: | |||||
Accounts payable | 0 | ||||
Accrued liabilities | 0 | ||||
Current portion of license fees payable to Xoma | 0 | ||||
Current portion of operating lease liabilities | 0 | ||||
Total current liabilities | 0 | ||||
Long-term liabilities: | |||||
Operating lease liabilities, net of current portion | 0 | ||||
Total liabilities | 0 | ||||
Stockholders equity: | |||||
Common Stock | 2 | ||||
Additional paid-in capital | 40,998 | ||||
Accumulated deficit | 0 | ||||
Total stockholders' equity | 41,000 | ||||
Total liabilities and stockholders' equity | $ 41,000 | ||||
Number of shares of Common Stock issued and outstanding | 2,485 | ||||
Offering Costs [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ (3,491) | ||||
Prepaid expenses and other | 0 | ||||
Total current assets | (3,491) | ||||
Long-term assets: | |||||
Right-of-use assets, net | 0 | ||||
Deferred offering costs | (129) | ||||
Other | 0 | ||||
Total assets | (3,620) | ||||
Current liabilities: | |||||
Accounts payable | 0 | ||||
Accrued liabilities | (129) | ||||
Current portion of license fees payable to Xoma | 0 | ||||
Current portion of operating lease liabilities | 0 | ||||
Total current liabilities | (129) | ||||
Long-term liabilities: | |||||
Operating lease liabilities, net of current portion | 0 | ||||
Total liabilities | (129) | ||||
Stockholders equity: | |||||
Common Stock | 0 | ||||
Additional paid-in capital | (3,491) | ||||
Accumulated deficit | 0 | ||||
Total stockholders' equity | (3,491) | ||||
Total liabilities and stockholders' equity | $ (3,620) | ||||
Number of shares of Common Stock issued and outstanding | 0 | ||||
Xoma Early Payments [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ (1,409) | ||||
Prepaid expenses and other | 0 | ||||
Total current assets | (1,409) | ||||
Long-term assets: | |||||
Right-of-use assets, net | 0 | ||||
Deferred offering costs | 0 | ||||
Other | 0 | ||||
Total assets | (1,409) | ||||
Current liabilities: | |||||
Accounts payable | 0 | ||||
Accrued liabilities | 0 | ||||
Current portion of license fees payable to Xoma | (1,409) | ||||
Current portion of operating lease liabilities | 0 | ||||
Total current liabilities | (1,409) | ||||
Long-term liabilities: | |||||
Operating lease liabilities, net of current portion | 0 | ||||
Total liabilities | (1,409) | ||||
Stockholders equity: | |||||
Common Stock | 0 | ||||
Additional paid-in capital | 0 | ||||
Accumulated deficit | 0 | ||||
Total stockholders' equity | 0 | ||||
Total liabilities and stockholders' equity | $ (1,409) | ||||
Number of shares of Common Stock issued and outstanding | 0 | ||||
Unaudited Pro Forma [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 42,504 | ||||
Prepaid expenses and other | 491 | ||||
Total current assets | 42,995 | ||||
Long-term assets: | |||||
Right-of-use assets, net | 325 | ||||
Deferred offering costs | 0 | ||||
Other | 61 | ||||
Total assets | 43,381 | ||||
Current liabilities: | |||||
Accounts payable | 797 | ||||
Accrued liabilities | 344 | ||||
Current portion of license fees payable to Xoma | 0 | ||||
Current portion of operating lease liabilities | 245 | ||||
Total current liabilities | 1,386 | ||||
Long-term liabilities: | |||||
Operating lease liabilities, net of current portion | 104 | ||||
Total liabilities | 1,490 | ||||
Stockholders equity: | |||||
Common Stock | 8 | ||||
Additional paid-in capital | 192,739 | ||||
Accumulated deficit | (150,856) | ||||
Total stockholders' equity | 41,891 | ||||
Total liabilities and stockholders' equity | $ 43,381 | ||||
Number of shares of Common Stock issued and outstanding | 8,352 |