Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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, par value $0.001 | |
Entity Filer Category | Non-accelerated Filer | |
Security Exchange Name | NASDAQ | |
Trading Symbol | RZLT | |
Entity Common Stock, Shares Outstanding | 8,352,277 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 31,989 | $ 9,955 |
Prepaid expenses and other | 206 | 563 |
Total current assets | 32,195 | 10,518 |
Right-of-use assets, net | 472 | 383 |
Deferred offering and debt issuance costs | 221 | 0 |
Property and equipment, net | 33 | 33 |
Lease security deposits | 12 | 31 |
Total assets | 32,933 | 10,965 |
Current liabilities: | ||
Accounts payable | 811 | 893 |
Accrued liabilities: | ||
Compensation and benefits | 180 | 120 |
Insurance premiums | 0 | 188 |
Other | 469 | 180 |
Derivative liability | 1,807 | 0 |
Current portion of license fees payable to Xoma | 0 | 1,600 |
Current portion of operating lease liabilities | 321 | 245 |
Total current liabilities | 3,588 | 3,226 |
Operating lease liabilities, net of current portion | 213 | 165 |
License fees payable to Xoma, net of current portion | 0 | 209 |
Total liabilities | 3,801 | 3,600 |
Commitments and contingencies (Notes 4 and 8) | ||
Stockholders' equity: | ||
Preferred Stock, $0.001 par value; 400 shares and 20,000 shares authorized as of March 31, 2021 and June 30, 2020, respectively; no shares issued and outstanding | ||
Common Stock, $0.001 par value, 10,000 shares and 500,000 shares authorized as of March 31, 2021 and June 30, 2020, respectively; 8,352 and 5,867 shares issued and outstanding as of March 31, 2021 and June 30, 2020, respectively | 8 | 6 |
Additional paid-in capital | 190,772 | 154,595 |
Accumulated deficit | (161,648) | (147,236) |
Total stockholders' equity | 29,132 | 7,365 |
Total liabilities and stockholders' equity | $ 32,933 | $ 10,965 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Jun. 30, 2020 |
Unaudited Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 400,000 | 20,000,000 |
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 | 10,000,000 | 500,000,000 |
Common stock, shares issued | 8,352,000 | 5,867,000 |
Common stock, shares outstanding | 8,352,000 | 5,867,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Research and development: | ||||
Compensation and benefits, net of related party reimbursements | $ 1,529 | $ 1,399 | $ 4,865 | $ 4,567 |
Clinical trial costs | 1,495 | 622 | 3,276 | 3,535 |
Licensing costs | 0 | 0 | 1,000 | 0 |
Material manufacturing costs | 253 | 284 | 561 | 725 |
Consultants and outside services | 206 | 1,278 | 480 | 2,736 |
Facilities and other | 275 | 150 | 416 | 442 |
Total research and development | 3,758 | 3,733 | 10,598 | 12,005 |
General and administrative: | ||||
Compensation and benefits | 850 | 762 | 3,498 | 3,079 |
Professional fees | 655 | 319 | 1,506 | 952 |
Facilities and other | 220 | 256 | 656 | 933 |
Total general and administrative | 1,725 | 1,337 | 5,660 | 4,964 |
Total operating expenses | 5,483 | 5,070 | 16,258 | 16,969 |
Operating loss | (5,483) | (5,070) | (16,258) | (16,969) |
Non-operating income (expense): | ||||
Gain on change in fair value of derivative liability | 1,784 | 1,784 | ||
Interest and other | 4 | 30 | 62 | 183 |
Net loss | $ (3,695) | $ (5,040) | $ (14,412) | $ (16,786) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.44) | $ (0.86) | $ (1.94) | $ (2.93) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 8,352 | 5,866 | 7,445 | 5,719 |
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 | 2,734 | 0 | 2,734 | |
Fair value of warrants issued to consultants for services | 76 | 0 | 76 | |
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: Other Investors at $14.50 per share (in shares) | 279 | |||
Advisory fees and other offering costs | (1,500) | 0 | (1,500) | |
Net loss | 0 | (16,786) | (16,786) | |
Balance at Mar. 31, 2020 | $ 6 | 154,009 | (143,689) | 10,326 |
Balance (in shares) at Mar. 31, 2020 | 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 | |||
Balance at Dec. 31, 2019 | $ 6 | 153,331 | (138,649) | 14,688 |
Balance (in shares) at Dec. 31, 2019 | 5,867 | |||
Stock-based compensation | 675 | 0 | 675 | |
Fair value of warrants issued to consultants for services | 3 | 0 | 3 | |
Net loss | 0 | (5,040) | (5,040) | |
Balance at Mar. 31, 2020 | $ 6 | 154,009 | (143,689) | 10,326 |
Balance (in shares) at Mar. 31, 2020 | 5,867 | |||
Balance at Jun. 30, 2020 | $ 6 | 154,595 | (147,236) | 7,365 |
Balance (in shares) at Jun. 30, 2020 | 5,867 | |||
Stock-based compensation | 2,305 | 0 | 2,305 | |
Fair value of warrants issued to consultants for services | 8 | 0 | 8 | |
Issuance of Units for cash | $ 2 | 40,998 | 0 | 41,000 |
Issuance of Units for cash (In shares) | 2,485 | |||
Advisory fees and other offering costs | (3,550) | 0 | (3,550) | |
Issuance of common stock for services | 7 | 0 | 7 | |
Reclassification of derivative liability for authorized share deficiency | (3,591) | 0 | (3,591) | |
Net loss | 0 | (14,412) | (14,412) | |
Balance at Mar. 31, 2021 | $ 8 | 190,772 | (161,648) | 29,132 |
Balance (in shares) at Mar. 31, 2021 | 8,352 | |||
Balance at Dec. 31, 2020 | $ 8 | 193,831 | (157,953) | 35,886 |
Balance (in shares) at Dec. 31, 2020 | 8,352 | |||
Stock-based compensation | 530 | 0 | 530 | |
Fair value of warrants issued to consultants for services | 2 | 0 | 2 | |
Reclassification of derivative liability for authorized share deficiency | 3,591 | 0 | 3,591 | |
Net loss | 0 | (3,695) | (3,695) | |
Balance at Mar. 31, 2021 | $ 8 | $ 190,772 | $ (161,648) | $ 29,132 |
Balance (in shares) at Mar. 31, 2021 | 8,352 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 9 Months Ended |
Mar. 31, 2020$ / 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 | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,412) | $ (16,786) |
Stock-based compensation expense | 2,305 | 2,734 |
Depreciation and amortization expense | 10 | 14 |
Non-cash lease expense | 214 | 167 |
Fair value of warrants issued for services | 8 | 76 |
Fair value of shares of Common Stock issued for services | 7 | 0 |
Gain on change in fair value of derivative liability | (1,784) | 0 |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses and other assets | 376 | 436 |
Increase (decrease) in accounts payable | (81) | 694 |
Decrease in accrued liabilities | (45) | (1,134) |
Decrease in license fees payable to Xoma | (1,809) | (6,291) |
Net Cash Used In Operating Activities | (15,211) | (20,090) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of Units | 41,000 | 0 |
Payment of commissions and other deferred offering costs | (3,680) | (1,500) |
Payment of debt issuance costs | (75) | 0 |
Related parties | 0 | 20,000 |
Others | 0 | 4,050 |
Net Cash Provided by Financing Activities | 37,245 | 22,550 |
Net increase in cash, cash equivalents and restricted cash | 22,034 | 2,460 |
Cash, cash equivalents and restricted cash at beginning of period | 9,955 | 11,573 |
Cash, cash equivalents and restricted cash at end of period | 31,989 | 14,033 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Cash and cash equivalents, end of period | 31,989 | 14,033 |
Restricted cash, end of period | 0 | 0 |
Cash, cash equivalents and restricted cash at end of period | 31,989 | 14,033 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Right-of-use assets acquired in exchange for operating lease liabilities | 302 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liability for authorized share deficiency | 3,591 | 0 |
Furniture and equipment received as inducement under operating lease | 10 | 0 |
Increase in payables for debt issuance costs | $ 16 | $ 0 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2021 | |
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. On October 7, 2020, the Board of Directors approved reverse stock split whereby fifty shares were exchanged into one newly-issued share 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. On February 17, 2021, the Company filed a certificate of correction (the “Charter Revision”) with the State of Delaware Secretary of State. The Charter Revision changed the number of authorized shares of Common Stock from 500,000,000 shares to 10,000,000 on February 17, 2021. The Charter Revision also changed the number of authorized shares of Preferred Stock from 20,000,000 shares to 400,000 shares that were authorized beginning on February 17, 2021. 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 fiscal 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 and nine months ended March 31, 2021 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 and nine months ended March 31, 2020 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 On February 12, 2021, the Company filed a certificate of dissolution with the State of Delaware Secretary of State to dissolve AntriaBio Delaware, Inc., which was a dormant company with no assets, liabilities or operations. As a result, the Company now has two wholly owned subsidiaries consisting of Rezolute (Bio) Ireland Limited and Rezolute Bio UK, Ltd. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its two 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, determination of the fair value of the derivative liability for an authorized share deficiency, fair value of share-based payments, management’s assessment of going concern, accrued clinical trial liabilities, and estimates of the probability and potential magnitude of contingent liabilities. 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 8. Significant Accounting Policies The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the fiscal year ended June 30, 2020. During the three months ended March 31, 2021 , the Company did not adopt any new accounting policies, however the Company did make the following accounting policy election with respect to accounting policies which are currently applied, as necessary, during the quarter: Derivative Liability for Authorized Share Deficiency As discussed above, the Company filed the Charter Revision that changed the number of authorized shares of Common Stock from 500,000,000 shares to 10,000,000 shares effective on February 17, 2021. Upon filing the Charter Revision, the Company had approximately 8,352,000 shares of Common Stock issued and outstanding plus approximately 2,428,000 shares reserved for issuance pursuant to the Company’s stock option plans and outstanding warrant agreements. Since authorized shares were limited to 10,000,000 shares, the Company could be required to settle in cash the shares subject to the deficiency of 780,000 shares. Since all of the Company’s outstanding stock options and warrants previously met the criteria for classification in stockholders’ equity, the Company is required to reclassify the fair value related to 780,000 shares from stockholders’ equity to a liability beginning on February 17, 2021. For the three months ended March 31, 2021, the Company made an accounting policy election to select the stock options and warrants with the earliest issuance dates to compute the estimated fair value of the financial instruments associated with the authorized share deficiency. The result of the election of this accounting policy was to determine the liability using the stock options and warrants that generally had the highest exercise prices that were least likely to be exercised. Fair value of the stock options and warrants associated with the deficiency are computed on the date the deficiency arose and at the end of each reporting period using the Black-Scholes-Merton (“BSM”) option-pricing model. Key assumptions inherent in this valuation model include the historical volatility of the Company’s Common Stock, the remaining contractual term of the options and warrants, and the market price of our Common Stock on the valuation date. Changes in these factors from period to period can result in significant increases and decreases in fair value of the derivative liability, with corresponding gains or losses reflected in our operating results for each reporting period. If the Company’s stockholders subsequently approve a sufficient increase in authorized shares, the Company will no longer include the derivative liability in its balance sheets after the approval date. However, any gains or losses reflected prior to the approval date will not be reversed. 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. 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. 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 | 9 Months Ended |
Mar. 31, 2021 | |
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 nine months ended March 31, 2021, the Company incurred a net loss of $14 .4 million and net cash used in operating activities amounted to $15 .2 million. As of March 31, 2021, the Company had an accumulated deficit of $161.6 million, cash and cash equivalents of $32.0 million and total liabilities of $3.8 million. As discussed in Note 6, on October 9, 2020 the Company received aggregate gross proceeds of $41.0 million from investors in a private placement 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. As discussed in Note 13, the Company entered into a loan and security agreement in April 2021 that provides for total borrowings up to $30.0 million. The Company received gross proceeds of $15.0 million in April 2021 and the remaining $15.0 million is available subject to satisfaction of certain conditions described in the loan agreement. As a condition of the loan agreement, the Company is required to maintain a restricted cash balance of $5.0 million beginning no later than December 31, 2021. Borrowings under the loan agreement provide for interest at 8.75% plus a variable margin of at least 0.12%. The Company is permitted to make interest-only payments through May 1, 2023, and the maturity date is on April 1, 2026. As discussed in Note 8, 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 adversely affected by mass quarantines and government mandated stay-in-place orders to halt the spread of the virus. These orders are frequently changing and contain inherent uncertainty relative to their future application, creating 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. Management believes the Company's existing cash and cash equivalents balance of $32.0 million, combined with the debt financing proceeds of $15.0 million received in April 2021, will be adequate to carry out currently planned activities at least through June 30, 2022. |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Mar. 31, 2021 | |
OPERATING LEASES | |
OPERATING LEASES | NOTE 3 — OPERATING LEASES The carrying value of right-of-use (“ROU”) assets and operating lease liabilities are as follows (in thousands): March 31, June 30, 2021 2020 Right-of-Use Assets, net $ 472 $ 383 Operating Lease Liabilities: Current $ 321 $ 245 Long-term 213 165 Total $ 534 $ 410 For the three and nine months ended March 31, 2021 and 2020, operating lease expense was as follow (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Research and development $ 75 $ 49 $ 185 $ 138 General and administrative 28 21 83 60 Total $ 103 $ 70 $ 268 $ 198 On October 28, 2020, the Company entered into an assignment, assumption and amendment of lease agreement for ancillary office space in Bend, Oregon. The leased 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 determined it was not reasonably assured that this renewal option would be exercised whereby the resulting lease term was estimated at 40 months. Using a discount rate of 6.0%, the Company recognized an ROU asset and corresponding operating lease liability of approximately $0.3 million at inception of the lease. As of March 31, 2021, the weighted average remaining lease term under operating leases was 2.1 years, and the weighted average discount rate for operating lease liabilities was 7.6%. For each of the nine months ended March 31, 2021 and 2020, cash paid for amounts included in the measurement of operating lease liabilities was $0.2 million. 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 all operating lease agreements as of March 31, 2021 are as follows (in thousands): Fiscal year ending June 30, Remainder of fiscal year 2021 $ 92 2022 283 2023 117 Thereafter 79 Total lease payments 571 Less imputed interest (37) Present value of operating lease liabilities $ 534 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 9 Months Ended |
Mar. 31, 2021 | |
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. As discussed in Note 6, 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. As of March 31, 2021, the Company does not have any remaining balance payable under Amendment No. 3 to the License Agreement. Upon the achievement of certain clinical and regulatory events, the Company will be required to make up to $37.0 million in aggregate milestone payments to Xoma. In addition to the License Agreement between the Company and Xoma in December 2017, both parties also entered into a stock purchase agreement (“Stock Purchase Agreement”). As of March 31, 2021, Xoma owns approximately 162,000 shares of the Company’s Common Stock. The Stock Purchase Agreement provided 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 and 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 Development and License Agreement requires various milestone payments up to $46.5 million. The first milestone payment for $1.0 million was 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. On October 28, 2020, the Company submitted an IND to the FDA. On December 3, 2020, the Company received FDA clearance for the IND application filed by the Company. This clearance resulted in the Company owing the first milestone payment of $1.0 million, which was paid in December 2020. There have been no events that would result in any royalty payments owed under the ActiveSite Development and License Agreement to date. |
EMPLOYEE TERMINATION BENEFITS
EMPLOYEE TERMINATION BENEFITS | 9 Months Ended |
Mar. 31, 2021 | |
EMPLOYEE TERMINATION BENEFITS | |
EMPLOYEE TERMINATION BENEFITS | Note 5 — Employee termination benefits In March 2021, the Company entered into a severance agreement with an officer of the Company that provides for an aggregate of $0.2 million paid in monthly installments from March 2021 through September 2021. For the three and nine months ended March 31, 2021, activity affecting the accrued liability for severance benefits is summarized as follows (in thousands): Accrued severance, beginning of period $ — Severance expense incurred 201 Cash payments (31) Accrued severance, end of period $ 170 The liability for accrued severance costs is included in accrued compensation and benefits in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2021. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 6 — STOCKHOLDERS’ EQUITY For changes in stockholders’ equity for the nine months ended March 31, 2021 and 2020, please refer to the unaudited condensed consolidated statements of stockholders’ equity on page 3. The following table presents changes in stockholders’ equity for the three months ended March 31, 2021 and 2020: Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Equity Three Months Ended March 31, 2021: Balances as of December 31, 2020 8,352 $ 8 $ 193,831 $ (157,953) $ 35,886 Stock-based compensation — — 530 — 530 Reclassification of derivative liability for authorized share deficiency — — (3,591) — (3,591) Fair value of warrants issued to consultants for services — — 2 — 2 Net loss — — — (3,695) (3,695) Balances as of March 31, 2021 8,352 $ 8 $ 190,772 $ (161,648) $ 29,132 Three Months Ended March 31, 2020: Balances as of December 31, 2019 5,867 $ 6 $ 153,331 $ (138,649) $ 14,688 Stock-based compensation — — 675 — 675 Fair value of warrants issued to consultants for services — — 3 — 3 Net loss — — — (5,040) (5,040) Balances as of March 31, 2020 5,867 $ 6 $ 154,009 $ (143,689) $ 10,326 Derivative Liability for Authorized Share Deficiency As discussed in Note 1, the Company filed the Charter Revision on February 17, 2021 to change the number of authorized shares of Common Stock from 500,000,000 shares to 10,000,000 shares. Upon filing the Charter Revision, the Company had approximately 8,352,000 shares of Common Stock issued and outstanding, plus approximately 2,428,000 shares were required to be reserved for issuance pursuant to the Company’s stock option plans and outstanding warrant agreements. Since the Charter Revision reduced authorized shares to 10,000,000 shares, a deficiency of approximately 780,000 shares existed as of February 17, 2021. As a result of this deficiency, it was not possible to issue up to an aggregate of 780,000 shares of Common Stock under outstanding stock options and warrants as of February 17, 2021. Accordingly, the Company could be required to settle in cash for the fair value of the 780,000 shares subject to this deficiency, which requires liability classification for these instruments beginning on February 17, 2021. As discussed in Note 1, the Company made an accounting policy election to select the stock options and warrant agreements with the earliest issuance dates to compute the estimated fair value of the financial instruments associated with the authorized share deficiency. These stock options and warrants were generally those with the highest exercise prices that were least likely to be exercised. The fair value of such stock options and warrants is accounted for as a derivative liability that amounted to $3.6 million as of February 17, 2021. As a result of the expiration of stock options for approximately 40,000 shares in March 2021, the authorized share deficiency was reduced to approximately 740,000 as of March 31, 2021. Primarily due to the reduction in the market price of the Company’s Common Stock, the fair value of stock options and warrants for an aggregate of 740,000 shares amounted to $1.8 million as of March 31, 2021. Presented below is a summary of the derivative liability associated with stock options and warrants as of February 17, 2021 and March 31, 2021 (in thousands, expect per share amounts): February 17, 2021 March 31, 2021 Stock Stock Options Warrants Total Options Warrants Total Number of shares 253 527 780 213 527 740 Weighted average fair value per share $ 6.46 $ 3.71 $ 4.60 $ 4.03 $ 1.80 $ 2.44 Fair value of derivative liability $ 1,638 $ 1,953 $ 3,591 $ 858 $ 949 $ 1,807 Due to the reduction in fair value of the derivative liability from February 17, 2021 to March 31, 2021, the Company recognized a non-cash gain of approximately $1.8 million in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2021. In order to determine the fair value of the stock options and warrants set forth above, the Company used the BSM option -pricing model with the following weighted-average assumptions for the valuations performed as of February 17, 2021 and March 31, 2021: February 17, 2021 March 31, 2021 Stock Stock Options Warrants Total Options Warrants Total Market price of Common Stock $ 11.99 $ 11.99 $ 11.99 $ 7.06 $ 7.06 $ 7.06 Exercise price $ 84.19 $ 63.88 $ 70.48 $ 70.48 $ 63.84 $ 65.75 Risk-free interest rate 0.6 % 0.1 % 0.3 % 1.0 % 0.2 % 0.4 % Dividend rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Remaining contractual term (years) 4.6 1.5 2.5 5.3 1.4 2.5 Historical volatility 112.6 % 123.5 % 119.9 % 118.4 % 112.0 % 113.9 % Equity Distribution Agreement On December 18, 2020, the Company and Oppenheimer & Co. Inc. (the “Agent”) entered into an Equity Distribution Agreement (the “EDA”) that provides for an “at the market offering” for the sale of up to $50.0 million in shares of the Company’s Common Stock (the “Placement Shares”) through the Agent. The Agent is acting as sales agent and is required to use commercially reasonable efforts to sell all of the Placement Shares requested to be sold by the Company, consistent with the Agent's normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The EDA will terminate when all of the Placement Shares have been sold, or earlier upon the election of either the Company or the Agent. The Company has no obligation to sell any of the Placement Shares under the EDA. The Company intends to use the net proceeds, if any, from amounts sold under the EDA for general corporate purposes, including working capital. Under the terms of the EDA, the Company agreed to pay the Agent a commission equal to 3.0% of the gross sales price of the Placement Shares plus certain expenses incurred by the Agent in connection with the offering. Through March 31, 2021, no shares were sold pursuant to the EDA and no commissions were incurred. As of March 31, 2021, total expenses incurred by the Agent and the Company amounted to an aggregate of $0.1 million and are included in deferred offering costs in the Company’s unaudited condensed consolidated balance sheet. Reverse Stock Split As discussed in Note 1, the Company effected 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. Fiscal 2021 Equity 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 Equity 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 Equity Financing, the financial advisors were entitled to additional transaction fees equal to 6.0% of the gross proceeds. As of March 31, 2021, the advisory agreements were no longer active. On October 9, 2020, the Company completed the Fiscal 2021 Equity 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 amounted to approximately $1.1 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 Equity Financing, the Company executed the Reverse Stock Split of fifty shares into one share 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. The Company successfully registered the units on November 27, 2020. 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 nine months ended March 31, 2020. 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 and nine months ended March 31, 2020, the Company made qualified expenditures of $1.6 million and $2.3 million, respectively. As of March 31, 2020, the entire $3.8 million had been spent on qualified activities and there was no restricted cash balance remaining, whereby there were no restrictions on cash balances after that date. |
STOCK-BASED COMPENSATION AND WA
STOCK-BASED COMPENSATION AND WARRANTS | 9 Months Ended |
Mar. 31, 2021 | |
STOCK-BASED COMPENSATION AND WARRANTS | |
STOCK-BASED COMPENSATION AND WARRANTS | NOTE 7 — STOCK-BASED COMPENSATION AND WARRANTS Stock Option Plans Presented below is a summary of the number of shares authorized, outstanding, and available for future grants under each of the Company’s stock option plans as of March 31, 2021 (in thousands): Termination Number of Shares Description Date Authorized Outstanding Available 2014 Plan March 2019 3 3 — 2015 Plan February 2020 88 88 — 2016 Plan October 2021 560 483 77 2019 Plan July 2029 300 300 — Total 951 874 77 On March 31, 2021, the Company’s Board of Directors adopted, subject to stockholder approval, the Rezolute, Inc. 2021 Stock Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan, if approved by stockholders, would provide authority to issue up to 1,200,000 shares of Common Stock with a plan termination date in ten years. Currently outstanding stock options under each of the stock option plans shown in the table above for an aggregated of approximately 874,000 shares will be governed by their own respective equity plans. The currently authorized shares available for grants under the 2016 Plan will no longer be available for future grants if stockholders approve the 2021 Equity Plan. 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 nine months ended March 31, 2021 (shares in thousands): Shares Price (1) Term (2) Outstanding, July 1, 2020 963 $ 33.06 8.1 Stock options granted: Awards with time-based vesting 8 24.05 Stock options forfeited: Awards with time-based vesting (72) 95.28 Awards with hybrid vesting conditions (25) 14.50 Outstanding, March 31, 2021 874 28.41 7.2 Vested, March 31, 2021 508 38.02 6.5 (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 and nine months ended March 31, 2021 and 2020 is included in compensation and benefits under the following captions in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Research and development $ 284 $ 354 $ 1,098 $ 1,279 General and administrative 246 321 1,207 1,455 Total $ 530 $ 675 $ 2,305 $ 2,734 Unrecognized stock-based compensation expense related to stock options that provide solely for time-based vesting is approximately $1.5 million as of March 31, 2021. This amount is expected to be recognized over a remaining weighted average period of 1.6 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”). Total unrecognized compensation cost, net of forfeitures, for the Hybrid Options amounted to approximately $1.9 million as of November 2, 2020. The Hybrid Options will become exercisable when 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. On November 3, 2020, the performance condition to obtain a listing on a national stock exchange was achieved, when the Company’s shares began trading on the Nasdaq Capital Market. Prior to this date, no compensation cost had been recognized for the Hybrid Options as it was not considered probable that the performance condition would be achieved. Upon achievement of the performance condition, the Company recognized the cumulative effect of compensation cost of approximately $0.5 million for the period from the grant date through November 3, 2020. The remainder of the unrecognized compensation related to the Hybrid Options of approximately $1.4 million, is being recognized ratably through July 2024 when the Hybrid Options are expected to be fully vested. As of March 31, 2021, total unrecognized compensation cost, net of forfeitures, for the Hybrid Options amounted to approximately $1.2 million which is expected to be recognized over a weighted average term of 3.3 years. Warrants The Company has issued warrants in conjunction with various debt and equity financings and for services. The following table sets forth a summary of the warrant activity for the nine months ended March 31, 2021 (shares in thousands): Shares Price (1) Term (2) Outstanding, June 30, 2020 618 $ 57.46 2.3 Warrants issued 820 (3) 19.50 Warrants expired (1) 92.50 Outstanding, March 31, 2021 1,437 35.77 4.4 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term for the number of years until the warrants expire. (3) Represents warrants granted in connection with the Fiscal 2021 Equity Financing on October 9, 2020. The warrants are exercisable at $19.50 per share for a period of 7 years and may be exercised on a cash or cashless basis at the election of the holder. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — 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 adversely affected 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 . New site initiation and enrollment resumed during the fiscal quarter ended December 31, 2020. However, similar to many other clinical studies conducted by other companies throughout the world, effects of the pandemic remain uncertain, and no guarantees can be made that hold in future site initiation or enrollment will not be encountered again. 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 March 31, 2021, 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 | 9 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 9 — RELATED PARTY TRANSACTIONS Related Party Licensing Agreement On September 15, 2020, the Company entered into an exclusive license agreement with Handok, Inc. (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 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 were issued in connection with the Fiscal 2020 Private Placement discussed in Note 6. On June 26,2020, Handok entered into a 10b5-1 purchasing plan (the "10b5-1 Plan") with JMP Securities. Subject to the terms of the 10b5-1 Plan, Handok purchased on the open market an aggregate of approximately 189,000 shares of Common Stock through October 2020. As of March 31, 2021, Handok, Inc. owns approximately 24% and Genexine, Inc. owns approximately 22% 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 nine months ended March 31, 2020, the Company billed H&G for employee services of approximately $0.1 million and reimbursable expenses incurred with unrelated parties of approximately $0.1 million. Amounts billed 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 nine months ended March 31, 2020. No amounts were billed under the MSA for the three months ended March 31, 2020 and for the three and nine months ended March 31, 2021. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 10 — 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 and nine months ended March 31, 2021 and 2020, 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 and nine months ended March 31, 2021 and 2020. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Mar. 31, 2021 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 11 — 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 and nine months ended March 31, 2021 and 2020, basic and diluted net loss per share were the same since all common stock equivalents were anti-dilutive. As of March 31, 2021 and 2020, 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): 2021 2020 Stock options 874 963 Warrants 1,437 618 Total 2,311 1,581 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 9 Months Ended |
Mar. 31, 2021 | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | NOTE 12 — 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 value 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 March 31, 2021 and June 30, 2020. The derivative liability discussed in Note 6 was required to be measured at fair value on a recurring basis beginning on February 17, 2021. Please refer to Note 6 for the key Level 3 inputs used for the valuation of this derivative liability as of February 17, 2021 and March 31, 2021. The Company did not have any assets or other liabilities measured at fair value on a recurring basis as of March 31, 2021 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 and nine months ended March 31, 2021 and 2020, 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 nine months ended March 31, 2021, cash deposits have exceeded the amount of federal insurance provided on such deposits. As of March 31, 2021 and June 30, 2020, the Company had cash and cash equivalents with a single financial institution with an aggregate balance of $32.0 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 | 9 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | Note 13 — SUBSEQUENT EVENTS Loan Agreement On April 14, 2021, the Company entered into a $30.0 million Loan and Security Agreement (the “Loan Agreement”) with SLR Investment Corp. and certain other lenders (the “Lenders”). The Lenders agreed to loan up to $30.0 million in three tranches consisting of (i) a $15.0 million term A loan that was funded on April 14, 2021, (ii) Outstanding borrowings bear interest at a floating rate equal to (a) 8.75% per annum plus (b) the greater of (i) the rate per annum published by the Intercontinental Exchange Benchmark Administration Ltd. (“IEBA”) for a term of one month and (ii) 0.12% per annum. obtains at least $70.0 million of equity or subordinated debt financing by September 2022 and no event of default shall have occurred. The Company will be required to make monthly payments of principal and interest commencing at the end of the interest-only period of the term loans. The Company is obligated to pay the Lenders (i) a non-refundable facility fee in the amount of 1.00% of each term loan that is funded (the “Facility Fee”), and (ii) a final fee equal to 4.75% of the aggregate amount of the term loans funded (the “Final Fee”). At the closing on April 14, 2021, the Company incurred debt discounts for an aggregate of $1.4 million that consisted of $0.5 million for financial advisory and legal fees, and $0.9 million for the Facility Fee and Final Fee related to the term A loan. Final Fees are payable upon the earliest to occur of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans. The total debt discount of $1.4 million related to the term A loan will be accreted to interest expense using the effective interest method. Concurrently with the execution of the Loan Agreement, the Company entered into an exit fee agreement (the “Exit Fee Agreement”) that provides for a fee of 4.00% of the funded principal balance of each term loan in the event certain transactions (defined as “Exit Events”) occur prior to April 13, 2031. Exit Events include, but are not limited to, sales of substantially all assets, certain mergers, change of control transactions, and issuances of Common Stock that result in new investors owning more than 35% of the Company’s shares. If the Company determines that it is probable that an Exit Event will occur over the ten-year term of the Exit Fee Agreement, a liability will be recognized, and the corresponding fee will be accounted for as an additional debt discount. The Company has the option to prepay all, but not less than all, of the outstanding principal balance of the term loans. In the event of a voluntary or mandatory prepayment prior to the Maturity Date, the Company will incur a prepayment fee ranging from 1.00% to 3.00% of the outstanding principal balance. The Company’s obligations under the Loan Agreement are secured by a first-priority security interest in substantially all the Company’s assets, including its intellectual property. The Loan Agreement contains customary representations, warranties and covenants and also includes customary events of default, including payment defaults, breaches of covenants, and a default upon the occurrence of a material adverse change affecting the Company. Upon the occurrence of an event of default, a default interest rate of an additional 5.00% per annum may be applied to the outstanding loan balance, and the Lenders may declare all outstanding obligations immediately due and payable and exercise all their rights and remedies as set forth in the Loan Agreement. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
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. On October 7, 2020, the Board of Directors approved reverse stock split whereby fifty shares were exchanged into one newly-issued share 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. On February 17, 2021, the Company filed a certificate of correction (the “Charter Revision”) with the State of Delaware Secretary of State. The Charter Revision changed the number of authorized shares of Common Stock from 500,000,000 shares to 10,000,000 on February 17, 2021. The Charter Revision also changed the number of authorized shares of Preferred Stock from 20,000,000 shares to 400,000 shares that were authorized beginning on February 17, 2021. 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 fiscal 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 and nine months ended March 31, 2021 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 and nine months ended March 31, 2020 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 On February 12, 2021, the Company filed a certificate of dissolution with the State of Delaware Secretary of State to dissolve AntriaBio Delaware, Inc., which was a dormant company with no assets, liabilities or operations. As a result, the Company now has two wholly owned subsidiaries consisting of Rezolute (Bio) Ireland Limited and Rezolute Bio UK, Ltd. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its two 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, determination of the fair value of the derivative liability for an authorized share deficiency, fair value of share-based payments, management’s assessment of going concern, accrued clinical trial liabilities, and estimates of the probability and potential magnitude of contingent liabilities. 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 8. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the fiscal year ended June 30, 2020. During the three months ended March 31, 2021 , the Company did not adopt any new accounting policies, however the Company did make the following accounting policy election with respect to accounting policies which are currently applied, as necessary, during the quarter: |
Derivative Liability for Authorized Share Deficiency | Derivative Liability for Authorized Share Deficiency As discussed above, the Company filed the Charter Revision that changed the number of authorized shares of Common Stock from 500,000,000 shares to 10,000,000 shares effective on February 17, 2021. Upon filing the Charter Revision, the Company had approximately 8,352,000 shares of Common Stock issued and outstanding plus approximately 2,428,000 shares reserved for issuance pursuant to the Company’s stock option plans and outstanding warrant agreements. Since authorized shares were limited to 10,000,000 shares, the Company could be required to settle in cash the shares subject to the deficiency of 780,000 shares. Since all of the Company’s outstanding stock options and warrants previously met the criteria for classification in stockholders’ equity, the Company is required to reclassify the fair value related to 780,000 shares from stockholders’ equity to a liability beginning on February 17, 2021. For the three months ended March 31, 2021, the Company made an accounting policy election to select the stock options and warrants with the earliest issuance dates to compute the estimated fair value of the financial instruments associated with the authorized share deficiency. The result of the election of this accounting policy was to determine the liability using the stock options and warrants that generally had the highest exercise prices that were least likely to be exercised. Fair value of the stock options and warrants associated with the deficiency are computed on the date the deficiency arose and at the end of each reporting period using the Black-Scholes-Merton (“BSM”) option-pricing model. Key assumptions inherent in this valuation model include the historical volatility of the Company’s Common Stock, the remaining contractual term of the options and warrants, and the market price of our Common Stock on the valuation date. Changes in these factors from period to period can result in significant increases and decreases in fair value of the derivative liability, with corresponding gains or losses reflected in our operating results for each reporting period. If the Company’s stockholders subsequently approve a sufficient increase in authorized shares, the Company will no longer include the derivative liability in its balance sheets after the approval date. However, any gains or losses reflected prior to the approval date will not be reversed. |
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. 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. 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. |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
OPERATING LEASES | |
Summary of carrying value of ROU assets and operating lease liabilities | The carrying value of right-of-use (“ROU”) assets and operating lease liabilities are as follows (in thousands): March 31, June 30, 2021 2020 Right-of-Use Assets, net $ 472 $ 383 Operating Lease Liabilities: Current $ 321 $ 245 Long-term 213 165 Total $ 534 $ 410 |
Summary of operating lease expense | For the three and nine months ended March 31, 2021 and 2020, operating lease expense was as follow (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Research and development $ 75 $ 49 $ 185 $ 138 General and administrative 28 21 83 60 Total $ 103 $ 70 $ 268 $ 198 |
Summary of future payments under operating lease agreements | Future payments under all operating lease agreements as of March 31, 2021 are as follows (in thousands): Fiscal year ending June 30, Remainder of fiscal year 2021 $ 92 2022 283 2023 117 Thereafter 79 Total lease payments 571 Less imputed interest (37) Present value of operating lease liabilities $ 534 |
EMPLOYEE TERMINATION BENEFITS (
EMPLOYEE TERMINATION BENEFITS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
EMPLOYEE TERMINATION BENEFITS | |
Summary of activity affecting the accrued liability for severance benefits | For the three and nine months ended March 31, 2021, activity affecting the accrued liability for severance benefits is summarized as follows (in thousands): Accrued severance, beginning of period $ — Severance expense incurred 201 Cash payments (31) Accrued severance, end of period $ 170 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
Summary of changes in stockholder's equity | Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Equity Three Months Ended March 31, 2021: Balances as of December 31, 2020 8,352 $ 8 $ 193,831 $ (157,953) $ 35,886 Stock-based compensation — — 530 — 530 Reclassification of derivative liability for authorized share deficiency — — (3,591) — (3,591) Fair value of warrants issued to consultants for services — — 2 — 2 Net loss — — — (3,695) (3,695) Balances as of March 31, 2021 8,352 $ 8 $ 190,772 $ (161,648) $ 29,132 Three Months Ended March 31, 2020: Balances as of December 31, 2019 5,867 $ 6 $ 153,331 $ (138,649) $ 14,688 Stock-based compensation — — 675 — 675 Fair value of warrants issued to consultants for services — — 3 — 3 Net loss — — — (5,040) (5,040) Balances as of March 31, 2020 5,867 $ 6 $ 154,009 $ (143,689) $ 10,326 |
Summary of the derivative liability associated with stock options and warrants | Presented below is a summary of the derivative liability associated with stock options and warrants as of February 17, 2021 and March 31, 2021 (in thousands, expect per share amounts): February 17, 2021 March 31, 2021 Stock Stock Options Warrants Total Options Warrants Total Number of shares 253 527 780 213 527 740 Weighted average fair value per share $ 6.46 $ 3.71 $ 4.60 $ 4.03 $ 1.80 $ 2.44 Fair value of derivative liability $ 1,638 $ 1,953 $ 3,591 $ 858 $ 949 $ 1,807 |
Summary of weighted-average assumptions for the valuations performed to determine the fair value of the stock options and warrants | February 17, 2021 March 31, 2021 Stock Stock Options Warrants Total Options Warrants Total Market price of Common Stock $ 11.99 $ 11.99 $ 11.99 $ 7.06 $ 7.06 $ 7.06 Exercise price $ 84.19 $ 63.88 $ 70.48 $ 70.48 $ 63.84 $ 65.75 Risk-free interest rate 0.6 % 0.1 % 0.3 % 1.0 % 0.2 % 0.4 % Dividend rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Remaining contractual term (years) 4.6 1.5 2.5 5.3 1.4 2.5 Historical volatility 112.6 % 123.5 % 119.9 % 118.4 % 112.0 % 113.9 % |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND WARRANTS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
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 of the number of shares authorized, outstanding, and available for future grants under each of the Company’s stock option plans as of March 31, 2021 (in thousands): Termination Number of Shares Description Date Authorized Outstanding Available 2014 Plan March 2019 3 3 — 2015 Plan February 2020 88 88 — 2016 Plan October 2021 560 483 77 2019 Plan July 2029 300 300 — Total 951 874 77 |
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 nine months ended March 31, 2021 (shares in thousands): Shares Price (1) Term (2) Outstanding, July 1, 2020 963 $ 33.06 8.1 Stock options granted: Awards with time-based vesting 8 24.05 Stock options forfeited: Awards with time-based vesting (72) 95.28 Awards with hybrid vesting conditions (25) 14.50 Outstanding, March 31, 2021 874 28.41 7.2 Vested, March 31, 2021 508 38.02 6.5 (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 and nine months ended March 31, 2021 and 2020 is included in compensation and benefits under the following captions in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2021 2020 2021 2020 Research and development $ 284 $ 354 $ 1,098 $ 1,279 General and administrative 246 321 1,207 1,455 Total $ 530 $ 675 $ 2,305 $ 2,734 |
Schedule of warrant activity | The Company has issued warrants in conjunction with various debt and equity financings and for services. The following table sets forth a summary of the warrant activity for the nine months ended March 31, 2021 (shares in thousands): Shares Price (1) Term (2) Outstanding, June 30, 2020 618 $ 57.46 2.3 Warrants issued 820 (3) 19.50 Warrants expired (1) 92.50 Outstanding, March 31, 2021 1,437 35.77 4.4 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term for the number of years until the warrants expire. Represents warrants granted in connection with the Fiscal 2021 Equity Financing on October 9, 2020. The warrants are exercisable at $19.50 per share for a period of 7 years and may be exercised on a cash or cashless basis at the election of the holder. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
EARNINGS PER SHARE | |
Summary of potential common stock equivalents were excluded from the computation of diluted net loss per share | As of March 31, 2021 and 2020, the following outstanding potential common stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): 2021 2020 Stock options 874 963 Warrants 1,437 618 Total 2,311 1,581 |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of adoption (Details) | Feb. 12, 2021item | Oct. 23, 2020 | Oct. 07, 2020$ / shares | Mar. 31, 2021$ / sharesshares | Feb. 17, 2021shares | Feb. 16, 2021shares | Jun. 30, 2020$ / sharesshares | Aug. 31, 2019$ / shares |
Nature of operations and Significant accounting policies | ||||||||
Reverse stock split, Exchange ratio | 0.02 | |||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 500,000,000 | 500,000,000 | ||||
Preferred stock, shares authorized | 400,000 | 400,000 | 20,000,000 | 20,000,000 | ||||
Number of wholly owned subsidiaries | item | 2 | |||||||
Minimum | ||||||||
Nature of operations and Significant accounting policies | ||||||||
Reverse stock split, Exchange ratio | 50 | |||||||
Maximum | ||||||||
Nature of operations and Significant accounting policies | ||||||||
Reverse stock split, Exchange ratio | 1 |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Liability for Authorized Share Deficiency (Details) - shares | Mar. 31, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Jun. 30, 2020 |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 8,352,000 | 8,352,000 | 5,867,000 | |
Common stock, shares outstanding | 8,352,000 | 8,352,000 | 5,867,000 | |
Shares reserved for issuance | 2,428,000 | |||
Shares subject to the deficiency, required to settle in cash | 780,000 | |||
Reclassification of fair value from stockholders' equity to a liability (in shares) | 740,000 | 780,000 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands, shares in Millions | Apr. 14, 2021 | Oct. 09, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Net loss | $ (3,695) | $ (5,040) | $ (14,412) | $ (16,786) | $ 20,300 | ||||
Net cash used in operating activities | (15,211) | (20,090) | 24,200 | ||||||
Accumulated deficit | (161,648) | (161,648) | (147,236) | ||||||
Cash, cash equivalents and restricted cash | 31,989 | 14,033 | 31,989 | 14,033 | 9,955 | $ 11,573 | |||
Total liabilities | 3,801 | 3,801 | 3,600 | ||||||
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 | ||||||||
Restricted Cash | 0 | 0 | |||||||
Existing cash and cash equivalents balance | $ 31,989 | $ 14,033 | $ 31,989 | $ 14,033 | $ 9,955 | ||||
Subsequent events | |||||||||
Debt financing proceeds | $ 15,000 | ||||||||
Loan and security agreement | |||||||||
Variable margin rate | 0.12% | ||||||||
Loan and security agreement | Subsequent events | |||||||||
Maximum borrowing capacity | $ 30,000 | 30,000 | |||||||
Debt financing proceeds | 15,000 | ||||||||
Remaining borrowing capacity | 15,000 | ||||||||
Restricted Cash | $ 5,000 | ||||||||
Stated interest rate | 8.75% | 8.75% | |||||||
Variable margin rate | 0.12% | 0.12% |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) | Oct. 28, 2020USD ($)ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) |
OPERATING LEASES | ||||||
Lease space | ft² | 5,000 | |||||
Average monthly rent | $ 103,000 | $ 70,000 | $ 268,000 | $ 198,000 | ||
Lease and rental expense | $ 8,700 | |||||
Option to extend the lease | false | |||||
Discount rate | 6.00% | |||||
Renewal term | 40 months | |||||
Right-of-use assets, net | $ 300,000 | 472,000 | 472,000 | $ 383,000 | ||
Operating lease liability | $ 300,000 | $ 534,000 | $ 534,000 | $ 410,000 | ||
Weighted average remaining lease term under operating leases | 2 years 1 month 6 days | 2 years 1 month 6 days | ||||
Weighted average discount rate for operating lease liabilities | 7.60% | 7.60% | ||||
Cash paid for amounts included in measurement of operating lease liabilities | $ 200,000 | $ 200,000 |
OPERATING LEASES - Assets and o
OPERATING LEASES - Assets and operating lease liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Oct. 28, 2020 | Jun. 30, 2020 |
Carrying value of ROU assets and operating lease liabilities | |||
Right-of-use assets, net | $ 472 | $ 300 | $ 383 |
Operating Lease Liabilities: | |||
Current | 321 | 245 | |
Long-term | 213 | 165 | |
Total | $ 534 | $ 300 | $ 410 |
OPERATING LEASES - Operating le
OPERATING LEASES - Operating lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Lease Cost [Line Items] | ||||
Operating lease cost | $ 103 | $ 70 | $ 268 | $ 198 |
Research and Development Expense | ||||
Lease Cost [Line Items] | ||||
Operating lease cost | 75 | 49 | 185 | 138 |
General and Administrative Expense | ||||
Lease Cost [Line Items] | ||||
Operating lease cost | $ 28 | $ 21 | $ 83 | $ 60 |
OPERATING LEASES - Operating _2
OPERATING LEASES - Operating lease agreements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Oct. 28, 2020 | Jun. 30, 2020 |
Future lease payments related to operating lease agreements | |||
Remainder of fiscal year 2021 | $ 92 | ||
2022 | 283 | ||
2023 | 117 | ||
Thereafter | 79 | ||
Total lease payments | 571 | ||
Less imputed interest | (37) | ||
Present value of operating lease liabilities | $ 534 | $ 300 | $ 410 |
LICENSE AGREEMENTS - Additional
LICENSE AGREEMENTS - Additional Information - (Detail) - USD ($) $ in Thousands | Dec. 03, 2020 | Oct. 23, 2020 | Oct. 09, 2020 | Aug. 04, 2017 | Oct. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2021 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Proceeds from private placement of equity shares | $ 41,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 7 | ||||||
License agreement | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 2,600 | ||||||
Activesite Pharmaceuticals Inc | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone Payments | $ 1,000 | ||||||
Maximum Amount of Milestone Events | $ 46,500 | ||||||
First milestone payment due after completion of the preclinical work | $ 1,000 | ||||||
Royalties percentage | 2.00% | ||||||
Xoma | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Milestone Payments | $ 37,000 | ||||||
Proceeds from private placement of equity shares | $ 41,000 | ||||||
Payments of outstanding balance of license | $ 1,400 | ||||||
Xoma | License agreement | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 162,000 | ||||||
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. |
EMPLOYEE TERMINATION BENEFITS -
EMPLOYEE TERMINATION BENEFITS - Additional Information - (Details) - Severance benefits $ / shares in Units, $ in Millions | 9 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Restructuring Cost and Reserve [Line Items] | |
Monthly payments | $ | $ 0.2 |
Stock options exercisable | shares | 46,250 |
Weighted average price | $ / shares | $ 18.17 |
Stock options vested | shares | 38,750 |
Stock options never would have vested | shares | 7,500 |
Increase in fair value of the modified awards | $ | $ 0.1 |
Aggregate charge related to severance costs and the modification of stock options | $ | $ 0.3 |
EMPLOYEE TERMINATION BENEFITS_2
EMPLOYEE TERMINATION BENEFITS (Details) - Severance benefits $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Accrued severance, beginning of period | $ 0 |
Severance expense incurred | 201 |
Cash payments | (31) |
Accrued severance, end of period | $ 170 |
STOCKHOLDERS' EQUITY - (Details
STOCKHOLDERS' EQUITY - (Details) - USD ($) $ in Thousands | Oct. 09, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 |
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | $ 35,886 | $ 14,688 | $ 7,365 | $ 1,752 | $ 1,752 | |
Stock-based compensation | 530 | 675 | 2,305 | 2,734 | ||
Reclassification of derivative liability for authorized share deficiency | (3,591) | 3,591 | ||||
Fair value of warrants issued to consultants for services | 2 | 3 | 8 | 76 | ||
Issuance of Units for cash | 41,000 | |||||
Issuance of Units for cash (In shares) | 2,500,000 | |||||
Advisory fees and other offering costs | (3,550) | (1,500) | ||||
Issuance of common stock for services | 7 | |||||
Net loss | (3,695) | (5,040) | (14,412) | (16,786) | 20,300 | |
Balance | 29,132 | 10,326 | 29,132 | 10,326 | 7,365 | |
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | $ 8 | $ 6 | $ 6 | $ 4 | $ 4 | |
Balance (in shares) | 8,352 | 5,867 | 5,867 | 4,208 | 4,208 | |
Issuance of Units for cash | $ 2 | |||||
Issuance of Units for cash (In shares) | 2,485 | |||||
Balance | $ 8 | $ 6 | $ 8 | $ 6 | $ 6 | |
Balance (in shares) | 8,352 | 5,867 | 8,352 | 5,867 | 5,867 | |
Additional Paid-in Capital | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | $ 193,831 | $ 153,331 | $ 154,595 | $ 128,651 | $ 128,651 | |
Stock-based compensation | 530 | 675 | 2,305 | 2,734 | ||
Reclassification of derivative liability for authorized share deficiency | (3,591) | 3,591 | ||||
Fair value of warrants issued to consultants for services | 2 | 3 | 8 | 76 | ||
Issuance of Units for cash | 40,998 | |||||
Advisory fees and other offering costs | (3,550) | (1,500) | ||||
Issuance of common stock for services | 7 | |||||
Net loss | 0 | 0 | 0 | 0 | ||
Balance | 190,772 | 154,009 | 190,772 | 154,009 | 154,595 | |
Accumulated Deficit | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | (157,953) | (138,649) | (147,236) | (126,903) | (126,903) | |
Stock-based compensation | 0 | 0 | 0 | 0 | ||
Reclassification of derivative liability for authorized share deficiency | 0 | 0 | ||||
Fair value of warrants issued to consultants for services | 0 | 0 | 0 | 0 | ||
Issuance of Units for cash | 0 | |||||
Advisory fees and other offering costs | 0 | 0 | ||||
Issuance of common stock for services | 0 | |||||
Net loss | (3,695) | (5,040) | (14,412) | (16,786) | ||
Balance | $ (161,648) | $ (143,689) | $ (161,648) | $ (143,689) | $ (147,236) |
STOCKHOLDERS' EQUITY - Derivati
STOCKHOLDERS' EQUITY - Derivative Liability for Authorized Share Deficiency (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Mar. 31, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Jun. 30, 2020 | |
STOCKHOLDERS' EQUITY | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 8,352,000 | 8,352,000 | 5,867,000 | |
Common stock, shares outstanding | 8,352,000 | 8,352,000 | 5,867,000 | |
Shares reserved for issuance | 2,428,000 | |||
Shares subject to the deficiency, required to settle in cash | 780,000 | |||
Reclassification of fair value from stockholders' equity to a liability (in shares) | 740,000 | 780,000 | ||
Fair value of stock options and warrants | $ 1,807 | $ 3,591 | ||
Number of stock options expired | 40,000,000 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock options and warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 17, 2021 | Mar. 31, 2021 | Mar. 31, 2021 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Number of shares | 780,000 | 740,000 | 740,000 |
Weighted average fair value per share | $ 4.60 | $ 2.44 | |
Fair value of derivative liability | $ 3,591 | $ 1,807 | $ 1,807 |
Gain on change in fair value of derivative liability | $ 1,800 | $ 1,784 | $ 1,784 |
Stock Options | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Number of shares | 253,000 | 213,000 | 213,000 |
Weighted average fair value per share | $ 6.46 | $ 4.03 | |
Fair value of derivative liability | $ 1,638 | $ 858 | $ 858 |
Warrants | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Number of shares | 527,000 | 527,000 | 527,000 |
Weighted average fair value per share | $ 3.71 | $ 1.80 | |
Fair value of derivative liability | $ 1,953 | $ 949 | $ 949 |
STOCKHOLDERS' EQUITY - Weighted
STOCKHOLDERS' EQUITY - Weighted-average assumptions fair value of the stock options and warrants (Details) | Mar. 31, 2021 | Feb. 17, 2021 |
Market price of Common Stock | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 7.06 | 11.99 |
Market price of Common Stock | Stock Options | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 7.06 | 11.99 |
Market price of Common Stock | Warrants | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 7.06 | 11.99 |
Exercise price | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 65.75 | 70.48 |
Exercise price | Stock Options | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 70.48 | 84.19 |
Exercise price | Warrants | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 63.84 | 63.88 |
Risk-free interest rate | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 0.4 | 0.3 |
Risk-free interest rate | Stock Options | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 1 | 0.6 |
Risk-free interest rate | Warrants | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 0.2 | 0.1 |
Dividend rate | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 0 | 0 |
Dividend rate | Stock Options | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 0 | 0 |
Dividend rate | Warrants | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 0 | 0 |
Remaining contractual term (years) | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 2.5 | 2.5 |
Remaining contractual term (years) | Stock Options | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 5.3 | 4.6 |
Remaining contractual term (years) | Warrants | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 1.4 | 1.5 |
Historical volatility | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 113.9 | 119.9 |
Historical volatility | Stock Options | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 118.4 | 112.6 |
Historical volatility | Warrants | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Fair value of stock options and warrants | 112 | 123.5 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2020shares | Dec. 18, 2020USD ($) | Oct. 09, 2020$ / sharesshares | Sep. 15, 2020 | Jul. 23, 2019USD ($)$ / sharesshares | Jun. 19, 2019USD ($) | Jul. 23, 2019$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Feb. 17, 2021shares |
Class of Stock [Line Items] | |||||||||||||
Agents Commission (In percent) | 0.00% | ||||||||||||
Deferred offering cost | $ 221 | $ 0 | |||||||||||
Warrant price (per share) | $ / shares | $ 35.77 | $ 57.46 | |||||||||||
Qualified expenditures | $ 1,600 | $ 2,300 | |||||||||||
Rescinded of the previous designation of shares | shares | 3,800,000 | 3,800,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,500,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 41,000 | ||||||||||||
Share Price | $ / shares | $ 14.50 | ||||||||||||
Volume weighted average closing price of common stock | 75.00% | ||||||||||||
Gross proceeds from issuance of common stock | $ 41,000 | $ 0 | |||||||||||
Purchase of Common Stock | 10,000 | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 2,428,000 | ||||||||||||
Restricted cash | $ 0 | $ 0 | |||||||||||
Accumulated Deficit | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | 0 | ||||||||||||
Other Investors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 279,000 | ||||||||||||
Share Price | $ / shares | $ 14.50 | ||||||||||||
Gross proceeds from issuance of common stock | $ 4,100 | ||||||||||||
Other Investors [Member] | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000 | ||||||||||||
Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Additional Transaction fees (In percent) | 6.00% | ||||||||||||
Sale of units | shares | 2,500,000 | ||||||||||||
Warrants holders entitle to purchase common stock | shares | 800,000 | ||||||||||||
Warrant price (per share) | $ / shares | $ 19.50 | ||||||||||||
Professional fees and offering costs | $ 1,100 | ||||||||||||
Reverse stock split ratio | 0.02 | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 189,000 | 1,400,000 | 1,400,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 20,000 | ||||||||||||
Proceeds from Stock Options Exercised | $ 14,500 | ||||||||||||
Share Price | $ / shares | $ 14.50 | $ 14.50 | $ 16.50 | ||||||||||
Gross proceeds from issuance of common stock | $ 20,000 | $ 41,000 | |||||||||||
Amount of advisory fee payable | $ 1,500 | 2,500 | |||||||||||
Net proceeds from private placement | 37,500 | ||||||||||||
Percent of advisory fee payable | 6.00% | 6.00% | |||||||||||
EDA [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Agents Commission (In percent) | 3.00% | ||||||||||||
Deferred offering cost | $ 100 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 262,000 | ||||||||||||
Gross proceeds from issuance of common stock | $ 3,800 | ||||||||||||
Private Placement [Member] | Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Net proceeds from private placement | $ 22,600 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND WARRANTS - Stock option plans (Details) - shares shares in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 951 | |
Number of shares outstanding | 874 | 963 |
Number of shares available | 77 | |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 3 | |
Number of shares outstanding | 3 | |
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 | 483 | |
Number of shares available | 77 | |
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 | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2020 | |
Number of Options | ||
Outstanding | 963 | |
Outstanding | 874 | 963 |
Vested | 508 | |
Weighted Average Exercise Price | ||
Outstanding | $ 33.06 | |
Warrants issued (in dollars per share) | 19.50 | |
Outstanding | 28.41 | $ 33.06 |
Vested | $ 38.02 | |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Lives | 7 years 2 months 12 days | 8 years 1 month 6 days |
Vested | 6 years 6 months | |
Award with time-based vesting | ||
Number of Options | ||
Shares granted | 8 | |
Forfeited | (72) | |
Weighted Average Exercise Price | ||
Warrants issued (in dollars per share) | $ 24.05 | |
Forfeited | $ 95.28 | |
Awards with hybrid vesting conditions | ||
Number of Options | ||
Forfeited | (25) | |
Weighted Average Exercise Price | ||
Forfeited | $ 14.50 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND WARRANTS - Stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 530 | $ 675 | $ 2,305 | $ 2,734 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | 284 | 354 | 1,098 | 1,279 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 246 | $ 321 | $ 1,207 | $ 1,455 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND WARRANTS - Warrants (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | |
STOCK-BASED COMPENSATION AND WARRANTS | ||
Warrants outstanding-Beginning (In shares) | 618 | |
Weighted average exercise price( Per share) | $ 57.46 | |
Weighted average remaining contractual term | 4 years 4 months 24 days | 2 years 3 months 18 days |
Warrants issued (In shares) | 820 | |
Warrants issued (in dollars per share) | $ 19.50 | |
Warrants expired | (1) | |
Warrants expired (in dollars per share) | $ 92.50 | |
Warrants outstanding-Ending (In shares) | 1,437 | |
Weighted average exercise price (Per share) | $ 35.77 |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND WARRANTS - Additional information (Details) $ / shares in Units, $ in Thousands | Nov. 03, 2020USD ($) | Jul. 31, 2019item$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Nov. 02, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 951,000 | 951,000 | |||||||
Weighted average exercise price( Per share) | $ / shares | $ 35.77 | $ 35.77 | $ 57.46 | ||||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, stock options | $ | $ 1,500 | $ 1,500 | |||||||
Compensation cost | $ | $ 530 | $ 675 | $ 2,305 | $ 2,734 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | ||||||||
Class of Warrant or Right, Outstanding | 1,437,000 | 1,437,000 | 618,000 | ||||||
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 | $ | $ 1,200 | $ 1,200 | $ 1,900 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 3 months 18 days | ||||||||
2014 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000 | 3,000 | |||||||
2015 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 88,000 | 88,000 | |||||||
2021 Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,200,000 | 1,200,000 | |||||||
Expiration period | 10 years | ||||||||
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 | ||||||||
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 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 | ||||||||
Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants issued (years) | 7 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Oct. 09, 2020 | Sep. 15, 2020 | Jul. 23, 2019 | Jul. 23, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 2,500,000 | ||||||||||
Price per share | $ 14.50 | ||||||||||
Fair Value Adjustment of Warrants | $ 8 | $ 76 | |||||||||
Related Party Transaction, Employee Services | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Master Services Agreement ("MSA") | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fair Value Adjustment of Warrants | $ 100 | ||||||||||
Related Party Licensing Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Pharmaceutical License Agreement, Term | 20 years | ||||||||||
Pharmaceutical License Agreement, Milestone Payment | $ 500 | ||||||||||
Pharmaceutical License Agreement, Transfer Price | 70.00% | ||||||||||
Milestone payments earned | $ 0 | ||||||||||
Investor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 189,000 | 1,400,000 | 1,400,000 | ||||||||
Price per share | $ 14.50 | $ 14.50 | $ 16.50 | ||||||||
Gross proceeds from issuance | $ 20,000 | ||||||||||
Investor [Member] | Master Services Agreement ("MSA") | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses | $ 100 | ||||||||||
Handok [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ownership interest by related party | 24.00% | ||||||||||
Genexine [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ownership interest by related party | 22.00% |
EARNINGS PER SHARE - Anti-dilut
EARNINGS PER SHARE - Anti-dilutive (Details) - shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2020 | |
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 | 2,311 | 1,581 |
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 | 874 | 963 |
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 | 1,437 | 618 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | ||||
Cash, cash equivalents, and restricted cash | $ 31,989 | $ 9,955 | $ 14,033 | $ 11,573 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Apr. 14, 2021 | Apr. 30, 2021 |
Loan and security agreement | ||
Subsequent Event [Line Items] | ||
Variable margin rate | 0.12% | |
Subsequent events | ||
Subsequent Event [Line Items] | ||
Gross proceeds from issuance of debt | $ 15 | |
Subsequent events | Loan and security agreement | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 30 | 30 |
Gross proceeds from issuance of debt | 15 | |
Remaining borrowing capacity | $ 15 | |
Funding based on ability to obtain equity or subordinated debt financing and the achievement of certain clinical milestones | $ 70 | |
Stated interest rate | 8.75% | 8.75% |
Variable margin rate | 0.12% | 0.12% |
Contractual rate | 8.87% | |
Non-refundable facility fee | 1.00% | |
Final fee | 4.75% | |
Debt discounts | $ 1.4 | |
Financial advisory and legal fees | $ 0.5 | |
Exit fee on the funded principal balance | 4.00% | |
Percentage of entity's shares held by investors | 35.00% | |
Exit event term | 10 years | |
Default interest rate | 5.00% | |
Subsequent events | Loan and security agreement | Term A loan | ||
Subsequent Event [Line Items] | ||
Gross proceeds from issuance of debt | $ 15 | |
Debt discounts | 1.4 | |
Facility Fee and Final Fee | 0.9 | |
Subsequent events | Loan and security agreement | Term B loan | ||
Subsequent Event [Line Items] | ||
Remaining borrowing capacity | 7.5 | |
Funding based on ability to obtain equity or subordinated debt financing and the achievement of certain clinical milestones | 35 | |
Cash balance requirement | 5 | |
Subsequent events | Loan and security agreement | Term C loan | ||
Subsequent Event [Line Items] | ||
Remaining borrowing capacity | 7.5 | |
Funding based on ability to obtain equity or subordinated debt financing and the achievement of certain clinical milestones | $ 35 | |
Subsequent events | Loan and security agreement | Minimum | ||
Subsequent Event [Line Items] | ||
Prepayment fee | 1.00% | |
Subsequent events | Loan and security agreement | Maximum | ||
Subsequent Event [Line Items] | ||
Prepayment fee | 3.00% |