Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Enochian Biosciences Inc | |
Entity Central Index Key | 1,527,728 | |
Document Type | 10-Q | |
Trading Symbol | ENOB | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 36,163,924 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
CURRENT ASSETS: | ||
Cash | $ 17,018,493 | $ 3,941,712 |
Other Receivables | 31,270 | 223,777 |
Prepaid Expenses | 15,385 | 33,391 |
Total Current Assets | 17,065,148 | 4,198,880 |
PROPERTY AND EQUIPMENT | ||
Property and Equipment | 275,414 | 226,381 |
Accumulated Depreciation | (246,515) | (226,381) |
PROPERTY AND EQUIPMENT, Net Accumulated Depreciation | 28,899 | |
OTHER ASSETS | ||
Definite Life Intangible Assets, Net | 127,137,725 | 124,393 |
Deposits | 32,619 | 2,739 |
Loan Receivable | 196,140 | |
Total Other Assets | 127,170,344 | 323,272 |
TOTAL ASSETS | 144,264,391 | 4,522,152 |
CURRENT LIABILITIES: | ||
Advances for the Purchase of Common Stock | 1,600,354 | |
Notes Payable - Related Party, current portion | 87,817 | |
Notes Payable - Related Party | 663,576 | 434,973 |
Accounts Payable-Trade | 235,000 | 235,000 |
Convertible Notes Payable - Related Party | 401,673 | |
Accrued Expenses | 7,490 | 229,601 |
Total Current Liabilities | 906,066 | 2,989,418 |
Total Liabilities | 906,066 | 2,989,418 |
STOCKHOLDER'S EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized, 36,163,924, and 12,433,290 issued and outstanding at March 31, 2018 and June 30, 2017, respectively | 3,616 | 1,243 |
Additional Paid-In Capital | 176,328,822 | 29,622,183 |
Accumulated deficit | (32,706,403) | (28,443,524) |
Other Comprehensive (Loss) Income, Net | (267,710) | 352,832 |
Total Stockholder's Equity | 143,358,325 | 1,532,734 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 144,264,391 | $ 4,522,152 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 36,163,924 | 12,433,290 |
Common stock, shares outstanding | 36,163,924 | 12,433,290 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of Goods Sold | ||||
Gross profit (Loss) | ||||
Operating Expenses | ||||
General and Administrative Expenses | 1,874,609 | 168,503 | 2,831,556 | 722,051 |
Non-Cash and Stock-Based Compensation Expense | 105,000 | 217,837 | 626,487 | |
Research and Development Expenses | 137,916 | 16,290 | 511,537 | 47,181 |
Depreciation and Amortization | 761,250 | 3,498 | 769,150 | 10,869 |
Consulting Expenses | 359,783 | 162,739 | 815,881 | 345,518 |
Total Operating Expense | 3,238,558 | 351,030 | 5,145,961 | 1,752,106 |
(LOSS) FROM OPERATIONS | (3,238,558) | (351,030) | (5,145,961) | (1,752,106) |
Other Income (Expense) | ||||
Interest (Expense) | (2,217) | (5,430) | ||
Interest (Expense) - Related Party | 1,183 | (3,818) | (12,060) | (11,019) |
Income (Loss) on Currency Transactions | 183,511 | 96,816 | 779,943 | (256,801) |
Other Income, Forgiveness of Debt | 87,817 | 87,817 | ||
Interest and Other Income | 1,153 | 16,081 | ||
Total Other Income (Expense) | 273,664 | 90,781 | 871,781 | (273,250) |
(Loss) Before Income Taxes | (2,964,894) | (260,249) | (4,274,180) | (2,025,356) |
Income Tax (Benefit) | (4,729) | (14,078) | (11,301) | (67,400) |
NET (LOSS) | $ (2,960,165) | $ (246,171) | $ (4,262,879) | $ (1,957,956) |
BASIC AND DILUTED LOSS PER SHARE (in dollar per shares) | $ (0.12) | $ (0.03) | $ (0.25) | $ (0.21) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED (in shares) | 24,790,153 | 9,533,290 | 17,303,255 | 9,533,290 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (2,960,165) | $ (246,171) | $ (4,262,879) | $ (1,957,956) |
Currency Translation, Net of Taxes | (235,960) | (107,576) | (620,542) | 270,983 |
Other Comprehensive Loss | $ (3,196,125) | $ (353,747) | $ (4,883,421) | $ (1,686,973) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||
NET (LOSS) | $ (4,262,879) | $ (1,957,956) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and Amortization | 769,150 | 10,869 |
Non-Cash and Stock-Based Compensation Expense | 217,837 | 626,487 |
Accrued Interest on Notes Payable - Related Party | 1,763 | |
Accrued Interest on Notes Receivable | (10,874) | |
Loss on Forgiveness on Note Receivable | 457,813 | |
(Gain) on Forgiveness of Debt, Related Party | (87,817) | |
Accretion of Discount on Notes Payable | 11,997 | 14,166 |
CHANGES IN ASSETS AND LIABILITIES: | ||
(Increase) Decrease in Other Receivables | 192,507 | 501,109 |
(Increase) Decrease in Prepaid Expenses/Deposits | (11,874) | 7,071 |
Increase (Decrease) in Accounts Payable | 219,597 | (267,864) |
Increase (Decrease) in Accounts Payable - Related Party | 286,015 | |
Increase (Decrease) in Accrued Expenses | (222,111) | 99,832 |
Total Adjustments | 1,536,225 | 1,279,448 |
NET CASH USED IN OPERATING ACTIVITIES | (2,726,654) | (678,508) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net (Increase) Cash Acquired in Acquisition Enochian Biopharma Inc. | 2,067 | |
Purchase of Property and Equipment | (30,000) | |
Net (Increase) in Note Receivables | (250,799) | |
NET CASH USED BY INVESTING ACTIVITIES | (278,732) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds on Notes Payable - Related Party | 413,670 | |
Proceeds from Stock Issuances | 16,712,715 | |
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES | 16,712,715 | 413,670 |
Gain (Loss) on Currency Translation | (630,548) | 275,169 |
NET INCREASE (DECREASE) IN CASH | 13,076,781 | 10,331 |
CASH, BEGINNING OF PERIOD | 3,941,712 | 23,368 |
CASH, END OF PERIOD | 17,018,493 | 33,699 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | ||
Income Taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Imputed interest on Non-interest bearing Convertible Notes Payable | 14,888 | |
Beneficial Conversion Feature of Convertible Notes Payable | 17,294 | |
Amortization of discount on Convertible Notes Payable | 11,997 | 14,166 |
Stock options to the Board | 626,487 | |
Stock issued in exchange for services | 217,837 | |
Convertible notes payable converted to 183,356 common shares | 401,673 | |
Common Stock issued and contingent common shares to acquire EBI | $ 127,764,437 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Convertible notes payable converted to Common shares | $ 183,356 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2018 and 2017 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2017 audited financial statements. The results of operations for the periods ended March 31, 2018 and March 31, 2017 are not necessarily indicative of the operating results for the full year. Business and Basis of Presentation – Subsidiaries Enochian Biopharma Inc. (“EBI”) was incorporated on May 19, 2017 and is a 100% owned subsidiary of the Registrant. EBI owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of EBI from the date of the acquisition which was completed on February 16, 2018. DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”)). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. Acquisition of EBI - On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Acquisition Sub”), EBI and Weird Science LLC, a California limited liability company and the majority stockholder of EBI (“Weird Science”) entered into an Agreement and Plan of Merger (the “Acquisition Agreement”). On February 16, 2018, the transaction was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation (the “Acquisition”). Year End Consolidation Functional Currency / Foreign currency translation Cash and Cash Equivalents Property and Equipment Intangible Assets Impairment of Long-Lived Assets Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. Revenue Recognition and Sales The sale of the Company’s product is limited to compassionate use within approved countries. The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), and FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer. The sale of the Company’s product, ENO-4001 (previously known as MCV), is limited to compassionate use within approved countries. Performance Obligations We recognized revenue upon completion of our performance obligation. Our performance obligation is the delivery of product. Product revenue performance obligations are completed upon delivery and at that point in time, the control of the product is transferred to the customer and we are entitled to bill the customer for the product delivered. Products are primarily shipped FOB shipping point at which time title passes to the customer. Value Added Tax — Research and Development Expenses Income Taxes Loss Per Share Fair Value of Financial Instruments ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities. Stock Options and Warrants - Stock-Based Compensation - The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Accounting Estimates Reclassification Recently Issued Accounting Standards: Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
ACQUISITION OF ENOCHIAN BIOSCIE
ACQUISITION OF ENOCHIAN BIOSCIENCES | 9 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION OF ENOCHIAN BIOSCIENCES | NOTE 2 – ACQUISITION OF ENOCHIAN BIOSCIENCES On January 12, 2018, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants and 5,838,122 warrants which were outstanding at closing. On February 16, 2018, the Registrant issued 18,081,962 shares of Common Stock and has recorded contingent consideration of potentially 6,488,122 shares of Common Stock to be issued upon the exercise of 5,838,122 warrants and 650,000 Grant Warrants of the Registrant which remain outstanding. The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management in the preliminary determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements are preliminary and represent management’s best estimate of fair values as of the Closing Date. The Company has recorded estimated amounts of the fair market value of the assets acquired. The determination of the allocation of the purchase price to the underlying tangible and intangible assets in the financial statements are subject to change as additional information becomes available. As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Non-controlling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for Closing Date recognition of the fair value of net assets acquired. The following are the fair value of assets acquired and liabilities assumed as of the Closing Date of February 16, 2018: Cash and cash equivalents $ 2,067 Accounts payable (9,006 ) Other intangible assets [1] 127,771,376 Total Consideration $ 127,764,437 The estimated fair value of the major components of the other intangible assets acquired and their estimated useful lives are as follows: Preliminary Fair Value Weighted Average Useful Life (in Years) Definite life intangible asset “License agreement” $ 127,771,376 20 Total $ 127,771,376 [1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as operating expenses in the periods in which the costs are incurred. Acquisition-related costs were $2,392,224 during the nine months ended March 31, 2018. As of March 31, 2018, revenues of $0 and net loss of $15,000 from February 16, 2018 to March 31, 2018 of the acquired subsidiaries have been included in the Consolidated Financial Statements. The following unaudited pro forma condensed financial information presents the combined results of operations of Company and EBI as if the acquisition had occurred as of the beginning of each period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the period presented and should not be taken as being representative of the future consolidated results of operations of the Company : For the Nine Months ended March 31, 2018 Historical Pro forma Company EBI Adjustments Combined Net sales $ - $ - $ - $ - Operating expenses 5,145,961 1,208,732 4,035,308 [a] (1,005,531) [b] 9,384,470 Other (income) expense (871,781) (1,005,531) 1,005,531 [b] (871,781) Income Taxes Expense (Benefit) (11,301) (11,301) Net (loss) (4,262,879) (203,201) 4,035,308 [a] (8,501,388) Net (loss) per common share, basic and diluted $ $ $ $ 0.26 Shares Outstanding, Basic and Diluted 32,547,537 For the Three Months ended March 31, 2018 Historical Pro forma Company EBI Adjustments Combined Net sales $ - $ - $ - $ - Operating expenses 3,238,558 438,329 841,023 [a] (598,035) [b] 3,919,875 Other (income) expense (273,664) (598,035) 598,035 [b] (273,664) Income Taxes Expense (Benefit) (4,729) (4,729) Net (loss) (2,960,165) 159,705 (841,023) [a] (3,641,483) Net (loss) per common share, basic and diluted $ $ $ $ (0.11) Shares Outstanding, Basic and Diluted 34,232,955 [a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI. These assets were amortized on a straight-line basis over their estimated useful lives. [b] Eliminates intercompany transactions. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2018 and June 30, 2017: Useful Life March 31, June 30, Lab Equipment and Instruments 4-7 $ 212,804 $ 168,627 Computer Equipment 4-7 62,610 57,754 Total 275,414 226,381 Less Accumulated Depreciation (246,515 ) (226,381 ) Net Property and Equipment $ 28,899 $ - Depreciation expense amounted to $1,101 and $0 for the nine month period ended March 31, 2018 and 2017, respectively. |
DEFINITE-LIFE INTANGIBLE ASSETS
DEFINITE-LIFE INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DEFINITE-LIFE INTANGIBLE ASSETS | NOTE 4 — DEFINITE-LIFE INTANGIBLE ASSETS At March 31, 2018 and June 30, 2017, definite-life intangible assets consisted of the following: Useful Life March 31, 2018 Acquisition Effect of Currency Translation June 30, 2017 Patents 20 Years $ 330,122 $ $ 25,602 $ 304,520 License Agreement 20 Years 127,771,376 127,771,376 - - Total 128,101,498 127,771,376 25,602 304,520 Less Accumulated Amortization (963,773 ) (768,049 ) (15,597 ) (180,127 ) Net Definite-Life Intangible Assets $ 127,137,725 $ 127,771,376 10,005 $ 124,393 During February 2018, the Company acquired a License Agreement to the HIV therapy (“ENO-1001”) which consists of a a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans . Amortization expense for the nine months ended March 31, 2018 and 2017 was $764,967 and $10,869, respectively. Expected future amortization expense for the years ended are as follows: Year ending June 30, 2019 6,404,728 2020 6,404,728 2021 6,404,728 2022 6,404,728 2023 6,404,728 Thereafter 95,114,085 $ 127,137,725 Impairment – During the fourth quarter of each year, Management performs its annual test of impairment of intangible assets assessing the qualitative factors and determines if it is more than likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 5 — NOTE RECEIVABLE On July 14, 2017, the Registrant agreed to loan to EBI |
NOTES PAYABLE - RELATED PARTY
NOTES PAYABLE - RELATED PARTY | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - RELATED PARTY | NOTE 6 — NOTES PAYABLE – RELATED PARTY Notes payable to related parties consists of the following as of March 31, 2018 and June 30, 2017: March 31, June 30, Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc. $ - $ 38,235 6% Promissory Note Payable to NLBDIT 2010 Enterprises, LLC - 49,581 Total Notes Payable – Related Party - 87,816 Less Current Maturities - (87,816 ) Note Payables – Related Party Long Term $ - $ - As of March 31, 2018 and June 30, 2017 the outstanding balances of the loan payable to Sunrise Financial Group Inc. was $0, and $38,235, respectively as the loan was forgiven on March 19, 2018. A 6% promissory note payable to NLBDIT 2010 Enterprises, LLC, an entity controlled by a shareholder of the Registrant, was acquired by the Registrant in the Share Exchange, payable on February 12, 2014 upon the completion date of the Share Exchange. As of March 31, 2018, and June 30, 2017, the outstanding balance on such note, including accrued interest, was $0 and $49,581, respectively. During the three and nine months ended March 31, 2018, the Registrant recorded related party interest on the note of $502 and $1,686, respectively and during the three and nine months ended March 31, 2017, the Registrant recorded related party interest on the note of $579 and $1,763, respectively, as the loan was forgiven on March 19, 2018. |
CONVERTIBLE NOTES PAYABLE - REL
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | 9 Months Ended |
Mar. 31, 2018 | |
Convertible Notes Payable - Related Party [Abstract] | |
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | NOTE 7 — CONVERTIBLE NOTES PAYABLE – RELATED PARTY Convertible notes payable to related parties consisted of the following as of March 31, 2018 and June 30, 2017: March 31, June 30, Non-Interest Bearing Notes Payable to a Shareholder $ - $ 120,300 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 240,600 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 52,770 Less Discount - (11,997 ) Total Convertible Notes Payable – Related Party - $ 401,673 Less Current Maturities - (401,673 ) Net Convertible Note Payables – Related Party Long Term $ - - On July 1, 2016, the Registrant entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Registrant (the “July 1 Note”). The July 1 Note matured on December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 9). The July 1 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share and matured on December 31, 2017. As the Common Stock was trading at $2.50 on July 1, 2016, the Registrant bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $15,038. As the July 1 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $2,639. The interest was amortized to expense using the effective interest method through the December 31, 2017 maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $3,697 and $1,216 respectively, was recorded for the amortization of the discount. The July 1 Note was converted into 37,594 shares of Common Stock on On July 19, 2016, the Registrant entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Registrant (the “July 19 Note”). The July 19 Note matured on December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 9). The July 19 Note was amended on October 31, 2017, whereby was convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. As the July 19 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $2,555. The interest will be amortized to expense using the effective interest method through the December 31, 2017 maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $3,697 and $1,216 respectively, was recorded for the amortization of the discount. The July 19 Note was converted into 37,594 shares of Common Stock on On August 24, 2016, the Registrant entered into a non-interest bearing convertible note for $90,225 with a shareholder of the Registrant (the “August 24 Note”) . The was later acquired by an entity controlled by a then board member and shareholder of the Registrant. The had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share. As the Common Stock was trading at $2.05 on August 24, 2016, the Registrant bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $2,256. As the was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $3,577. Interest was amortized to expense using the effective interest method through maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $1,610 and $2,539, respectively, was recorded for the amortization of the discount. The August 24 Note was converted to 56,390 shares of Common Stock on November 29, 2017 . On September 21, 2016 the Registrant entered into a non-interest bearing convertible note for $150,375 with a shareholder of the Registrant (the “September 21 Note”). The was later acquired by an entity controlled by a then board member and shareholder of the Registrant For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $1,202and $2,244, respectively, was recorded for the amortization of the discount. The September 21 Note was converted to 93,984 shares of Common Stock on November 29, 2017 . On March 9, 2017, the Registrant entered into a non-interest-bearing convertible note for $52,770 with an entity controlled by shareholder and former board member of the Registrant (the “March 9 Note”) . The March 9 Note was originally convertible into shares of Common Stock at $2.00 per share, and had an original maturity date of June 30, 2017. As the note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $486. The interest was amortized to expense using the effective interest method through November 29, 2017, when the March 9 Note was converted to 32,982 shares of Common Stock . |
LEASES
LEASES | 9 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
LEASES | NOTE 8 — LEASES Operating Leases The Registrant had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated effective November 30, 2017. On November 13, 2017, the Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”) with Plaza Medical Office Building, LLC, a California limited liability company (the “Landlord”), as landlord, pursuant to which the Registrant agreed to lease from the Landlord certain premises (the “Leased Premises”) located in Los Angeles. The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Registrant is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018. On March 21, 2018, the Registrant entered into a Sub Lease Agreement for a term of five years commencing on April 2, 2018, with Rodeo Realty, Inc., a California Corporation (the “Lessee”), as lessee, pursuant to which the Lessee agreed to lease the Leased Premises from the Registrant under the same terms and conditions for the Leased Premises between the Registrant and the Landlord. For the nine months ended March 31, 2018 and March 31, 2017 the lease expenses charged to general and administrative expenses amounted to $15,385 and $12,027, respectively . For the three months ended March 31, 2018 and March 31, 2017 the lease expenses charged to general and administrative expenses amounted to $0 and $4,451, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 — STOCKHOLDERS’ EQUITY Common Stock Voting — Dividends — Liquidation Rights — Common Stock Issuances — On June 9, 2017, the Registrant issued 200,000 shares of Common Stock valued at $240,000 in connection with a consulting agreement at $1.20 per share. On July 12, 2017, the Registrant completed a private placement offering of 1,231,561 Units at a price of $1.30 per Unit, for total proceeds to the Registrant of $1,601,029. On August 30, 2017, the Registrant issued 62,687 shares of Common Stock to the CEO and recorded non-cash compensation expense of $112,837 with a cost basis of $1.80 per share. On November 29, 2017 pursuant to the exercise of certain convertible promissory notes of $90,225, $150,375 and $52,770, the Registrant issued 183,356 shares of Common Stock with at a conversion price of $1.60 per share. On February 13, 2018, the Registrant issued 18,750 shares of Common Stock with a cost basis of $5.60 per share or $105,000 for non-cash consulting compensation. On February 16, 2018, the Registrant issued 75,188 shares of Common Stock at a conversion price of $1.60 per share for the conversion of $120,300 convertible promissory notes. On February 16, 2018, the Registrant issued 2,400,000 shares of Common Stock pursuant to the exercise of warrants at strike prices ranging from $1.60 per share to $2.00 per share for total proceeds of $3,295,000. On February 16, 2018, the Registrant issued 1,677,130 shares of Common Stock at a price of $8.00 per share pursuant to a private placement for total proceeds to the Registrant of $13,417,040. On February 16, 2018, the Registrant issued 18,081,962 shares of Common Stock valued at the February 16, 2018 closing price of $5.20 pursuant to the Acquisition Agreement. Stock Grants — Acquisition of EBI / Contingently issuable shares — On January 12, 2018, the Registrant, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. Acquisition of DanDrit Denmark — On February 6, 2014, the Board adopted the Registrant’s 2014 Equity Incentive Plan (the “Plan”), and the Registrant has reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. To date the Registrant has granted options under the Plan (“Plan Options”) to purchase 30,304 shares of Common Stock A summary of the status of the Plan Options and the Grant Warrants at March 31, 2018, and changes during the period are presented below: March 31, 2018 Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 900,000 $ 2.00 1.8 $ - Granted 37,912 8.00 10.0 - Exercised (250,000 ) 2.00 1.8 800,000 Forfeited - - - - Expired - - - - Outstanding at end of period 687,912 $ 2.36 2.17 $ 2,275,000 Vested and expected to vest 687,912 $ 2.36 2.17 $ 2,275,000 Exercisable end of period 650,000 $ 2.00 1.8 $ 2,275,000 At March 31, 2018, all Grant Warrants issued are exercisable and none of the Plan Options are vested or exercisable. The total intrinsic value of Grant Warrants at March 31, 2018 was $2,275,000. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at March 31, 2018 (for outstanding Grant Warrants), less the applicable exercise price. The Registrant recognized stock-based compensation expense related to Plan Options and Grant warrants of $0 and $626,487 for the three and nine months ended March 31, 2018, respectively. At March 31, 2018, the Company had $225,000 of unrecognized compensation cost related to non-vested Plan Options. Pursuant to the Plan on February 28, 2018, when the stock price was $5.95 per share, the Board granted Plan Options to purchase 22,824 shares of Common Stock at exercise price of $8.00 per share, life and expected term of 10 years, volatility of 174.34%, risk free interest rate of 2.77% and dividend yield of 0%, with a Black Scholes fair value of $45,000, to three board members in consideration of their service to the Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service. Pursuant to the Plan on March 6, 2018, when the stock price was $6.00 per share, the Board granted Plan Options to purchase 15,088 shares of Common Stock at exercise price of $8.00 per share, life and expected term of 10 years, volatility of 174.34%, risk free interest rate of 2.88% and dividend yield of 0%, with a Black Scholes fair value of $45,000, to two board members in consideration of their service to the Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service. The Company recognizes compensation costs for the Plan Options and Grant Warrants to employees based on their grant-date fair value. The value of each Grant Warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the Grant Warrant granted during 2016 were life and expected term of 3.29 years, volatility of 189.65%, risk free interest rate of 0.87% and dividend yield of 0%, A summary of the status of the Plan Options and Grant Warrants issued to an officer, and two (now former) directors outstanding at March 31, 2018 is presented below: Options/Grant Warrants Outstanding Options/ Grant Warrants Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 8.00 37,912 9.9 8.00 - - $ 2.00 650,000 1.8 $ 2.00 650,000 $ 2.00 Total 687,912 2.17 $ 2.36 650,000 $ 2.00 Common Stock Purchase Warrants A summary of the status of shares of Common Stock underlying the warrants outstanding at March 31, 2018 is presented below: Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 4,500,000 4.3 $ 1.30 4,500,000 $ 1.30 $ 1.30 1,338,122 3.75 $ 1.30 1,338,122 $ 1.30 Total 5,838,122 4.0 $ 1.30 5,838,122 $ 1.30 The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES Consulting Agreements On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant will pay $10,000 per month for 3 months. Pre-Clinical Trial Loan EBI Clinical Trial Agreements On April 28, 2015, DanDrit Denmark entered into a service agreement with Fondazione GISCAD per la RicercasuiTumori to support Dandrit in a clinical trial to be conducted in Italy. Patient Name Use Program Agreements On April 23, 2015, the Company entered into a collaboration agreement with Riyadh Pharma in Saudi Arabia to promote cooperation in the manufacturing and marketing of DanDrit’s dendritic cell cancer vaccine ENO-4001. Manufacturing Agreements - On August 8, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the Melanoma Cell Lysate. Shares held for Non-Consenting Shareholders Food and Drug Administration (FDA) - Employment Agreements Contingencies |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 — RELATED PARTY TRANSACTIONS Between July 1, 2016 and March 9, 2017, the Registrant entered into the 2016/2017 Notes with shareholders of the Registrant, one of whom is a former director of the Registrant (see Note 7). On October 31, 2017, the Registrant executed amendments to the 2016/2017 Notes and issued replacement notes to the current holders of such notes. The 2016/2017 Notes, as amended, were convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. The holders of the 2016/2017 Notes have converted such notes into 150,374 shares of Common Stock (See Note 7). On December 29, 2017, the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018. In consideration for the consulting services in connection with the negotiation and structuring of the acquisition of EBI , the Registrant paid RS Group ApS $367,222. On July 1, 2016, the Registrant entered into a consulting agreement with APE Invest AS (an entity owned by a former director of the Registrant) for consultancy. The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016. The agreement was terminated on June 9, 2017. On September 15, 2016, the Registrant recorded $626,487 in stock-based compensation for the grant of 900,000 Grant Warrants to employees, officers, and certain directors of the Registrant, which shall be fully vested upon grant, to purchase shares of Common Stock at $2.00 per share, and expire December 31, 2019. The Grant Warrants contain certain anti-dilution provisions applicable in the discretion of the Company. On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant shall pay $10,000 per month for 3 months. For the three months ended March 31, 2018, Carl Sandler was paid $10,000 for consulting services. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations. On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. The following material subsequent events occurred: On April 1, 2018 DanDrit Denmark amended its articles of incorporation whereby the company has been transformed into a private limited company CVR-NR 26027322 pursuant to the Danish Companies Act 2010 as amended and had its name changed to Dandrit Biotech ApS. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation – |
Subsidiaries | Subsidiaries Enochian Biopharma Inc. (“EBI”) was incorporated on May 19, 2017 and is a 100% owned subsidiary of the Registrant. EBI owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of EBI from the date of the acquisition which was completed on February 16, 2018. DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”)). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. |
Acquisition of EBI | Acquisition of EBI - On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Acquisition Sub”), EBI and Weird Science LLC, a California limited liability company and the majority stockholder of EBI (“Weird Science”) entered into an Agreement and Plan of Merger (the “Acquisition Agreement”). On February 16, 2018, the transaction was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation (the “Acquisition”). |
Year End | Year End |
Consolidation | Consolidation |
Functional Currency / Foreign currency translation | Functional Currency / Foreign currency translation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. |
Revenue Recognition and Sales | Revenue Recognition and Sales The sale of the Company’s product, ENO-4001 (previously known as MCV), is limited to compassionate use within approved countries. Performance Obligations We recognized revenue upon completion of our performance obligation. Our performance obligation is the delivery of product. Product revenue performance obligations are completed upon delivery and at that point in time, the control of the product is transferred to the customer and we are entitled to bill the customer for the product delivered. Products are primarily shipped FOB shipping point at which time title passes to the customer. |
Value Added Tax | Value Added Tax — |
Research and Development Expenses | Research and Development Expenses |
Income Taxes | Income Taxes |
Loss Per Share | Loss Per Share |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities. |
Stock Options and Warrants | Stock Options and Warrants - |
Stock-Based Compensation | Stock-Based Compensation - The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Accounting Estimates | Accounting Estimates |
Reclassification | Reclassification |
Recently Issued Accounting Standards | Recently Issued Accounting Standards: Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
ACQUISITION OF ENOCHIAN BIOSC21
ACQUISITION OF ENOCHIAN BIOSCIENCES (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of fair value of assets acquired and liabilities | The following are the fair value of assets acquired and liabilities assumed as of the Closing Date of February 16, 2018: Cash and cash equivalents $ 2,067 Accounts payable (9,006 ) Other intangible assets [1] 127,771,376 Total Consideration $ 127,764,437 [1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. |
Schedule of fair value of the major components of the other intangible assets acquired | The estimated fair value of the major components of the other intangible assets acquired and their estimated useful lives are as follows: Preliminary Fair Value Weighted Average Useful Life (in Years) Definite life intangible asset “License agreement” $ 127,771,376 20 Total $ 127,771,376 |
Schedule of pro forma condensed financial information | The following unaudited pro forma condensed financial information presents the combined results of operations of Company and EBI as if the acquisition had occurred as of the beginning of each period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the period presented and should not be taken as being representative of the future consolidated results of operations of the Company : For the Nine Months ended March 31, 2018 Historical Pro forma Company EBI Adjustments Combined Net sales $ - $ - $ - $ - Operating expenses 5,145,961 1,208,732 4,035,308 [a] (1,005,531) [b] 9,384,470 Other (income) expense (871,781) (1,005,531) 1,005,531 [b] (871,781) Income Taxes Expense (Benefit) (11,301) (11,301) Net (loss) (4,262,879) (203,201) 4,035,308 [a] (8,501,388) Net (loss) per common share, basic and diluted $ $ $ $ 0.26 Shares Outstanding, Basic and Diluted 32,547,537 For the Three Months ended March 31, 2018 Historical Pro forma Company EBI Adjustments Combined Net sales $ - $ - $ - $ - Operating expenses 3,238,558 438,329 841,023 [a] (598,035) [b] 3,919,875 Other (income) expense (273,664) (598,035) 598,035 [b] (273,664) Income Taxes Expense (Benefit) (4,729) (4,729) Net (loss) (2,960,165) 159,705 (841,023) [a] (3,641,483) Net (loss) per common share, basic and diluted $ $ $ $ (0.11) Shares Outstanding, Basic and Diluted 34,232,955 [a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI. These assets were amortized on a straight-line basis over their estimated useful lives. [b] Eliminates intercompany transactions. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment consisted of the following at March 31, 2018 and June 30, 2017: Useful Life March 31, June 30, Lab Equipment and Instruments 4-7 $ 212,804 $ 168,627 Computer Equipment 4-7 62,610 57,754 Total 275,414 226,381 Less Accumulated Depreciation (246,515 ) (226,381 ) Net Property and Equipment $ 28,899 $ - |
DEFINITE-LIFE INTANGIBLE ASSE23
DEFINITE-LIFE INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of life intangible assets | At March 31, 2018 and June 30, 2017, definite-life intangible assets consisted of the following: Useful Life March 31, 2018 Acquisition Effect of Currency Translation June 30, 2017 Patents 20 Years $ 330,122 $ $ 25,602 $ 304,520 License Agreement 20 Years 127,771,376 127,771,376 - - Total 128,101,498 127,771,376 25,602 304,520 Less Accumulated Amortization (963,773 ) (768,049 ) (15,597 ) (180,127 ) Net Definite-Life Intangible Assets $ 127,137,725 $ 127,771,376 10,005 $ 124,393 |
Schedule of expected future amortization expense | Expected future amortization expense for the years ended are as follows: Year ending June 30, 2019 6,404,728 2020 6,404,728 2021 6,404,728 2022 6,404,728 2023 6,404,728 Thereafter 95,114,085 $ 127,137,725 |
NOTES PAYABLE - RELATED PARTY (
NOTES PAYABLE - RELATED PARTY (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of notes payable to related parties | Notes payable to related parties consists of the following as of March 31, 2018 and June 30, 2017: March 31, June 30, Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc. $ - $ 38,235 6% Promissory Note Payable to NLBDIT 2010 Enterprises, LLC - 49,581 Total Notes Payable – Related Party - 87,816 Less Current Maturities - (87,816 ) Note Payables – Related Party Long Term $ - $ - |
CONVERTIBLE NOTES PAYABLE - R25
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Convertible Notes Payable - Related Party [Abstract] | |
Schedule of convertible notes payable to related parties | Convertible notes payable to related parties consisted of the following as of March 31, 2018 and June 30, 2017: March 31, June 30, Non-Interest Bearing Notes Payable to a Shareholder $ - $ 120,300 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 240,600 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 52,770 Less Discount - (11,997 ) Total Convertible Notes Payable – Related Party - $ 401,673 Less Current Maturities - (401,673 ) Net Convertible Note Payables – Related Party Long Term $ - - |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of stock options outstanding | A summary of the status of the Plan Options and the Grant Warrants at March 31, 2018, and changes during the period are presented below: March 31, 2018 Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 900,000 $ 2.00 1.8 $ - Granted 37,912 8.00 10.0 - Exercised (250,000 ) 2.00 1.8 800,000 Forfeited - - - - Expired - - - - Outstanding at end of period 687,912 $ 2.36 2.17 $ 2,275,000 Vested and expected to vest 687,912 $ 2.36 2.17 $ 2,275,000 Exercisable end of period 650,000 $ 2.00 1.8 $ 2,275,000 |
Summary of stock option activity | A summary of the status of the Plan Options and Grant Warrants issued to an officer, and two (now former) directors outstanding at March 31, 2018 is presented below: Options/Grant Warrants Outstanding Options/ Grant Warrants Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 8.00 37,912 9.9 8.00 - - $ 2.00 650,000 1.8 $ 2.00 650,000 $ 2.00 Total 687,912 2.17 $ 2.36 650,000 $ 2.00 |
Summary of common stock shares purchased underlying the warrants outstanding | summary of the status of shares of Common Stock underlying the warrants outstanding at March 31, 2018 is presented below: Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 4,500,000 4.3 $ 1.30 4,500,000 $ 1.30 $ 1.30 1,338,122 3.75 $ 1.30 1,338,122 $ 1.30 Total 5,838,122 4.0 $ 1.30 5,838,122 $ 1.30 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 16, 2018 | Apr. 01, 2001 | Jul. 12, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | May 19, 2017 |
Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of subsidiary | 100.00% | ||||||||
Cash held in financial institutions | $ 16,768,493 | $ 16,768,493 | $ 3,624,482 | ||||||
Property plant and equipment estimated useful lives, Description | Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to nine years | ||||||||
Value added tax, percentage | 25.00% | ||||||||
Value added tax paid to Danish and EU vendors | 25.00% | ||||||||
Research and development expense | 137,916 | $ 16,290 | $ 511,537 | $ 47,181 | |||||
Share exchange agreement, acquisition percentage | 3.08% | ||||||||
Share exchange outstanding share of common stock | 185,053 | ||||||||
Share exchange agreement, shares issued to parent company | 123,464 | ||||||||
Non-cash compensation | 105,000 | 0 | 217,837 | 626,487 | |||||
Recognized tax benefit | (4,729) | $ (14,078) | $ (11,301) | (67,400) | |||||
Amortized the patents on a straight line basis over the estimated useful life | 20 years | ||||||||
Private placement offering units | 1,231,561 | ||||||||
Total proceeds | $ 1,601,029 | ||||||||
Advances for purchase of common shares | $ 1,600,354 | $ 1,600,354 | |||||||
Employees and Consultants [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Non-cash compensation | 626,487 | 626,487 | |||||||
Recognized tax benefit | $ 0 | $ 0 | |||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Shares issued on business combination | 18,081,962 | ||||||||
Common shares contingently issuable | 6,488,122 | 6,488,122 | |||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Common Stock [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Shares issued on business combination | 650,000 | ||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Warrant [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Shares issued on business combination | 5,838,122 | ||||||||
Enochian Biopharma Inc. [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of subsidiary | 100.00% |
ACQUISITION OF ENOCHIAN BIOSC28
ACQUISITION OF ENOCHIAN BIOSCIENCES (Details) - Enochian Biopharma Inc. and Weird Science LLC [Member] | Feb. 16, 2018USD ($) | |
Cash and cash equivalents | $ 2,067 | |
Accounts payable | (9,006) | |
Other intangible assets | 127,771,376 | [1] |
Total Consideration | $ 127,764,437 | |
[1] | a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. |
ACQUISITION OF ENOCHIAN BIOSC29
ACQUISITION OF ENOCHIAN BIOSCIENCES (Details 1) - USD ($) | Feb. 16, 2018 | Mar. 31, 2018 | |
Definite life intangible asset License agreement, Weighted Average Useful Life | 20 years | ||
Enochian Biopharma Inc. and Weird Science LLC [Member] | |||
Definite life intangible asset "License agreement", Preliminary Fair Value | [1] | $ 127,771,376 | |
Enochian Biopharma Inc. and Weird Science LLC [Member] | Other Intangible Assets [Member] | |||
Definite life intangible asset "License agreement", Preliminary Fair Value | $ 127,771,376 | ||
Definite life intangible asset License agreement, Weighted Average Useful Life | 20 years | ||
[1] | a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. |
ACQUISITION OF ENOCHIAN BIOSC30
ACQUISITION OF ENOCHIAN BIOSCIENCES (Details 2) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Net sales | ||||||
Operating expenses | 3,238,558 | 351,030 | 5,145,961 | 1,752,106 | ||
Operating income (loss) | (3,238,558) | (351,030) | (5,145,961) | (1,752,106) | ||
Other (income) expense | (273,664) | (90,781) | (871,781) | 273,250 | ||
Income Taxes Expense (Benefit) | (4,729) | (14,078) | (11,301) | (67,400) | ||
Net (loss) | $ 15,000 | $ (2,960,165) | $ (246,171) | $ (4,262,879) | $ (1,957,956) | |
Net (loss) per common share, basic and diluted | $ (0.12) | $ (0.03) | $ (0.25) | $ (0.21) | ||
Shares Outstanding, Basic and Diluted | 24,790,153 | 9,533,290 | 17,303,255 | 9,533,290 | ||
Pro Forma [Member] | ||||||
Operating expenses | [1] | $ 841,023 | $ 4,035,308 | |||
Operating income (loss) | [2] | (598,035) | (1,005,531) | |||
Other (income) expense | [2] | 598,035 | 1,005,531 | |||
Net (loss) | [1] | (841,023) | 4,035,308 | |||
Enochian Biopharma Inc. [Member] | ||||||
Net sales | ||||||
Operating expenses | 438,329 | 1,208,732 | ||||
Other (income) expense | (598,035) | (1,005,531) | ||||
Net (loss) | 159,705 | (203,201) | ||||
Combined [Member] | ||||||
Net sales | ||||||
Operating income (loss) | 3,919,875 | 9,384,470 | ||||
Other (income) expense | (273,664) | (871,781) | ||||
Income Taxes Expense (Benefit) | (4,729) | (11,301) | ||||
Net (loss) | $ (3,641,483) | $ (8,501,388) | ||||
Net (loss) per common share, basic and diluted | $ (0.11) | $ 0.26 | ||||
Shares Outstanding, Basic and Diluted | 34,232,955 | 32,547,537 | ||||
[1] | Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI. These assets were amortized on a straight-line basis over their estimated useful lives. | |||||
[2] | Eliminate intercompany transactions. |
ACQUISITION OF ENOCHIAN BIOSC31
ACQUISITION OF ENOCHIAN BIOSCIENCES (Details Narrative) - USD ($) | Feb. 16, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Acquisition-related costs | $ 2,392,224 | |||||
Revenues | $ 0 | |||||
Net (loss) | $ 15,000 | $ (2,960,165) | $ (246,171) | $ (4,262,879) | $ (1,957,956) | |
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | ||||||
Shares issued on business combination | 18,081,962 | |||||
Description of equity interests issued and issuable | Registrant issued 18,081,962 shares of Common Stock and has recorded contingent consideration of potentially 6,488,122 shares of Common Stock to be issued upon the exercise of 5,838,122 warrants and 650,000 Grant Warrants of the Registrant which were outstanding at closing and which remain outstanding as of the date of this report. | |||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Common Stock [Member] | ||||||
Shares issued on business combination | 650,000 | |||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Warrant [Member] | ||||||
Shares issued on business combination | 5,838,122 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2017 | |
Summary of property and equipment | ||
Total | $ 275,414 | $ 226,381 |
Less Accumulated Depreciation | (246,515) | (226,381) |
PROPERTY AND EQUIPMENT, Net accumulated Depreciation | 28,899 | |
Lab Equipment And Instruments [Member] | ||
Summary of property and equipment | ||
Total | $ 212,804 | 168,627 |
Lab Equipment And Instruments [Member] | Minimum [Member] | ||
Summary of property and equipment | ||
Useful Life | 4 years | |
Lab Equipment And Instruments [Member] | Maximum [Member] | ||
Summary of property and equipment | ||
Useful Life | 7 years | |
Computer Equipment [Member] | ||
Summary of property and equipment | ||
Total | $ 62,610 | $ 57,754 |
Computer Equipment [Member] | Minimum [Member] | ||
Summary of property and equipment | ||
Useful Life | 4 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Summary of property and equipment | ||
Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai33
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 1,101 | $ 0 |
DEFINITE-LIFE INTANGIBLE ASSE34
DEFINITE-LIFE INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2017 | |
Useful Life | 20 years | |
Definite-life intangible assets beginning balance | $ 128,101,498 | |
Acquisition | 127,771,376 | |
Effect of Currency Translation | 10,005 | |
Net Definite-Life Intangible Assets | $ 127,137,725 | $ 124,393 |
Patents [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets beginning balance | $ 304,520 | |
Acquisition | ||
Effect of Currency Translation | 25,602 | |
Definite-life intangible assets Ending balance | $ 330,122 | |
Licensing Agreements [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets beginning balance | $ 127,771,376 | |
Acquisition | 127,771,376 | |
Effect of Currency Translation | ||
Definite-life intangible assets Ending balance | ||
Accumulated Amortization [Member] | ||
Definite-life intangible assets beginning balance | (180,127) | |
Acquisition | (768,049) | |
Effect of Currency Translation | (15,597) | |
Definite-life intangible assets Ending balance | $ (963,773) |
DEFINITE-LIFE INTANGIBLE ASSE35
DEFINITE-LIFE INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Schedule of expected future amortization expense | ||
2,019 | $ 6,404,728 | |
2,020 | 6,404,728 | |
2,021 | 6,404,728 | |
2,022 | 6,404,728 | |
2,023 | 6,404,728 | |
Thereafter | 95,114,085 | |
Definite-life intangible assets, net | $ 127,137,725 | $ 124,393 |
DEFINITE-LIFE INTANGIBLE ASSE36
DEFINITE-LIFE INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Definite-Life Intangible Assets (Textual) | |||
Definite-life intangible assets | $ 127,137,725 | $ 124,393 | |
Amortization expense | $ 764,967 | $ 10,869 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | Jul. 14, 2017 | Jul. 14, 2017 | Mar. 31, 2018 | Jun. 30, 2017 |
Note Receivable (Textual) | ||||
Related party exchange for a promissory note executed | $ 500,000 | |||
Loan receivable | $ 196,140 | |||
Loss on Forgiveness on Note Receivable | $ 457,813 | |||
Enochian Biopharma, Inc. [Member] | ||||
Note Receivable (Textual) | ||||
Related party exchange for a promissory note executed | $ 500,000 | |||
Loss on Forgiveness on Note Receivable | $ 457,813 |
NOTES PAYABLE - RELATED PARTY38
NOTES PAYABLE - RELATED PARTY (Details) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Summary of notes payable to related parties | ||
Total Notes Payable - Related Party | $ 87,816 | |
Less Current Maturities | (87,817) | |
Note Payables - Related Party Long Term | ||
Six Percent Promissory Note Payable To Nlbdit Two Zero One Zero Enterprises, LLC [Member] | ||
Summary of notes payable to related parties | ||
Total Notes Payable - Related Party | 49,581 | |
Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc. [Member] | ||
Summary of notes payable to related parties | ||
Total Notes Payable - Related Party | $ 38,235 |
NOTES PAYABLE - RELATED PARTY39
NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Notes Payable - Related Party (Textual) | |||||
Related party interest | $ 502 | $ 579 | $ 1,763 | ||
Six Percent Promissory Note Payable To Nlbdit Two Zero One Zero Enterprises, LLC [Member] | |||||
Notes Payable - Related Party (Textual) | |||||
Outstanding balance on note including accrued interest | 50,765 | $ 49,581 | |||
Sunrise Financial Group Inc[Member] | |||||
Notes Payable - Related Party (Textual) | |||||
Outstanding balance for professional fees paid by a shareholder and amounts advanced to parent | $ 0 | $ 0 | $ 38,235 |
CONVERTIBLE NOTES PAYABLE - R40
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Schedule of convertible notes payable to related parties | ||
Non-Interest Bearing Notes Payable to a Shareholder | $ 120,300 | |
Non-Interest Bearing Notes Payable to a Former Director and Shareholder | 240,600 | |
Non-Interest Bearing Notes Payable to a Former Director and Shareholder | 52,770 | |
Less Discount | (11,997) | |
Total Convertible Notes Payable - Related Party | 401,673 | |
Less Current Maturities | $ (401,673) |
CONVERTIBLE NOTES PAYABLE - R41
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | Mar. 09, 2017 | Feb. 16, 2018 | Nov. 29, 2017 | Oct. 31, 2017 | Sep. 21, 2016 | Aug. 24, 2016 | Jul. 19, 2016 | Jul. 02, 2016 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Convertible Notes Payable - Related Party (Textual) | |||||||||||
Convertible notes payable | $ 120,300 | $ 90,225 | |||||||||
Converted into common stock | 150,374 | ||||||||||
March 9 Note [Member] | |||||||||||
Convertible Notes Payable - Related Party (Textual) | |||||||||||
Convertible notes payable | $ 52,770 | ||||||||||
Interest rate | 3.00% | ||||||||||
Common stock at per share | $ 2 | $ 1.60 | $ 1.60 | ||||||||
Maturity date | Jun. 30, 2017 | Dec. 31, 2017 | |||||||||
Discount rate | $ 486 | ||||||||||
Converted into common stock | 32,982 | ||||||||||
July 19 Note [Member] | |||||||||||
Convertible Notes Payable - Related Party (Textual) | |||||||||||
Convertible notes payable | $ 60,150 | ||||||||||
Interest rate | 3.00% | ||||||||||
Common stock at per share | $ 1.60 | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||
Discount rate | $ 2,555 | ||||||||||
Amortization of discount | $ 3,697 | $ 1,216 | |||||||||
Converted into common stock | 37,594 | ||||||||||
September 21 Note [Member] | |||||||||||
Convertible Notes Payable - Related Party (Textual) | |||||||||||
Convertible notes payable | $ 150,375 | ||||||||||
Interest rate | 3.00% | ||||||||||
Common stock at per share | $ 1.60 | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||
Discount rate | $ 5,630 | ||||||||||
Amortization of discount | 1,202 | 2,244 | |||||||||
Converted into common stock | 93,984 | ||||||||||
August 24 Note [Member] | |||||||||||
Convertible Notes Payable - Related Party (Textual) | |||||||||||
Convertible notes payable | $ 90,225 | ||||||||||
Interest rate | 3.00% | ||||||||||
Common stock at per share | $ 1.60 | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||
Trading price | $ 2.05 | ||||||||||
Discount rate | $ 3,577 | ||||||||||
Beneficial conversion feature discount | $ 2,256 | ||||||||||
Amortization of discount | 1,610 | 2,539 | |||||||||
Converted into common stock | 56,390 | ||||||||||
July 1 Note [Member] | |||||||||||
Convertible Notes Payable - Related Party (Textual) | |||||||||||
Convertible notes payable | $ 60,150 | ||||||||||
Interest rate | 3.00% | ||||||||||
Common stock at per share | $ 1.60 | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||
Trading price | $ 2.50 | ||||||||||
Discount rate | $ 2,639 | ||||||||||
Beneficial conversion feature discount | $ 15,038 | ||||||||||
Amortization of discount | $ 3,697 | $ 1,216 | |||||||||
Converted into common stock | 37,594 |
LEASES (Details Textual)
LEASES (Details Textual) - USD ($) | Nov. 13, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Leases (Textual) | |||
Rental payments for operating leases | $ 15,385 | $ 12,027 | |
lease expenses | $ 0 | 4,451 | |
Lease premises, description | The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Registrant is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018. | ||
Lease agreement term, description | The Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”). | ||
Virtual Office [Member] | |||
Leases (Textual) | |||
Lease premises, description | The Registrant had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated effective November 30, 2017. | ||
Leased Laboratory Space [Member] | |||
Leases (Textual) | |||
Rental payments for operating leases | 1,000 | ||
Leased Laboratory Space [Member] | DKK [Member] | |||
Leases (Textual) | |||
Rental payments for operating leases | $ 6,300 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Mar. 31, 2018 | Jun. 30, 2017 | |
Summary of stock option activity | |||
Granted | 900,000 | ||
Employee Stock Option [Member] | |||
Summary of stock option activity | |||
Outstanding at beginning of period | 900,000 | ||
Granted | 37,912 | ||
Exercised | (250,000) | ||
Forfeited | |||
Expired | |||
Outstanding at end of period | 687,912 | 900,000 | |
Vested and expected to vest | 687,912 | ||
Exercisable end of period | 650,000 | ||
Weighted average exercise price, Outstanding at beginning of period | $ 2 | ||
Weighted average exercise price, Granted | 8 | ||
Weighted average exercise price, Exercised | 2 | ||
Weighted average exercise price, Forfeited | |||
Weighted average exercise price, Expired | |||
Weighted average exercise price, Outstanding at end of period | 2.36 | $ 2 | |
Weighted average exercise price, Vested and expected to vest | 2.36 | ||
Weighted average exercise price, Exercisable end of period | $ 2 | ||
Average remaining life, Outstanding at beginning of period | 1 year 9 months 18 days | ||
Average remaining life, Granted | 10 years | ||
Average remaining life, Exercised | 1 year 9 months 18 days | ||
Average remaining life, Outstanding at end of period | 2 years 2 months 12 days | ||
Average remaining life, Vested and expected to vest | 2 years 2 months 12 days | ||
Average remaining life, Exercisable end of period | 1 year 9 months 18 days | ||
Weighted average intrinsic value, Outstanding at beginning of period | |||
Weighted average intrinsic value, Granted | |||
Weighted average intrinsic value, Exercised | 800,000 | ||
Weighted average intrinsic value, Forfeited | |||
Weighted average intrinsic value, Expired | |||
Weighted average intrinsic value, Outstanding at end of period | 2,275,000 | ||
Weighted average intrinsic value, Vested and expected to vest | 2,275,000 | ||
Weighted average intrinsic value, Exercisable end of period | $ 2,275,000 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2017 | |
Summary of stock options outstanding | ||
Options Outstanding, Number Outstanding | 687,912 | 900,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years 2 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $ 2.36 | $ 2 |
Options Exercisable, Number Exercisable | 650,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 2 | |
Exercise Price Range 8.00 [Member] | ||
Summary of stock options outstanding | ||
Exercise Prices | $ 8 | |
Options Outstanding, Number Outstanding | 37,912 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 10 months 24 days | |
Options Outstanding, Weighted Average Exercise Price | $ 8 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 2.00 [Member] | ||
Summary of stock options outstanding | ||
Exercise Prices | $ 2 | |
Options Outstanding, Number Outstanding | 650,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 1 year 9 months 18 days | |
Options Outstanding, Weighted Average Exercise Price | $ 2 | |
Options Exercisable, Number Exercisable | 650,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 2 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Summary of common stock purchase underlying the warrants outstanding | |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 5,838,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 5,838,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Exercise Price Range 1.30 [Member] | |
Summary of common stock purchase underlying the warrants outstanding | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 4,500,000 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 3 months 18 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 4,500,000 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Exercise Price Range 1.30 [Member] | |
Summary of common stock purchase underlying the warrants outstanding | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 1,338,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 3 years 9 months |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 1,338,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Mar. 06, 2018 | Feb. 28, 2018 | Feb. 16, 2018 | Feb. 13, 2018 | Jul. 12, 2017 | Jun. 09, 2017 | May 15, 2017 | Feb. 16, 2014 | Apr. 01, 2001 | Nov. 29, 2017 | Oct. 31, 2017 | Aug. 30, 2017 | Apr. 21, 2017 | Sep. 15, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Feb. 12, 2014 |
Stockholders' Equity (Textual) | ||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||
Common stock, shares issued | 36,163,924 | 36,163,924 | 12,433,290 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock, shares outstanding | 36,163,924 | 36,163,924 | 12,433,290 | |||||||||||||||||
Offering of common stock, shares | 75,188 | 183,356 | ||||||||||||||||||
Common stock price per share | $ 1.60 | $ 5.60 | $ 1.60 | $ 1.80 | ||||||||||||||||
Proceeds of common stock | $ 16,712,715 | |||||||||||||||||||
Common stock reserved for issuance | 185,053 | 185,053 | 185,053 | 185,053 | ||||||||||||||||
Share exchange agreement, acquisition percentage | 3.08% | |||||||||||||||||||
Share exchange agreement, shares issued to parent company | 123,464 | |||||||||||||||||||
Options granted and outstanding | 900,000 | |||||||||||||||||||
Stock based compensation expense | $ 0 | $ 626,487 | ||||||||||||||||||
Unrecognized compensation cost related to non-vested options | 225,000 | 225,000 | ||||||||||||||||||
Non-cash compensation expense | $ 105,000 | $ 112,837 | 105,000 | $ 217,837 | $ 626,487 | |||||||||||||||
Expected term (in years) | 3 years 3 months 15 days | |||||||||||||||||||
Volatility | 189.65% | |||||||||||||||||||
Risk free interest rate | 0.87% | |||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||
Shares issued for compensation as non-cash compensation | 18,750 | 62,687 | ||||||||||||||||||
Convertible promissory note | $ 120,300 | $ 90,225 | ||||||||||||||||||
Convertible promissory note one | 150,375 | |||||||||||||||||||
Convertible promissory note two | $ 52,770 | |||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Offering of common stock, shares | 300,000 | |||||||||||||||||||
Options granted and outstanding | 37,912 | |||||||||||||||||||
Intrinsic value of stock option | 2,275,000 | $ 2,275,000 | ||||||||||||||||||
Maturity date | Dec. 31, 2019 | |||||||||||||||||||
Strike price | $ 2 | |||||||||||||||||||
Weighted average intrinsic value, exercisable | $ 2,275,000 | $ 2,275,000 | ||||||||||||||||||
Weighted average exercise price | $ 8 | |||||||||||||||||||
Expected life, granted | 10 years | |||||||||||||||||||
2014 Equity Incentive Plan [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Common stock reserved for issuance | 1,206,000 | |||||||||||||||||||
Options granted and outstanding | 15,088 | 22,824 | 30,304 | |||||||||||||||||
Strike price | $ 6 | $ 5.95 | ||||||||||||||||||
Volatility | 174.34% | 174.34% | ||||||||||||||||||
Risk free interest rate | 2.88% | 2.77% | ||||||||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||||||||
Weighted average exercise price | $ 8 | $ 8 | ||||||||||||||||||
Expected life, granted | 10 years | 10 years | ||||||||||||||||||
Fair value of share based awards | $ 45,000 | $ 45,000 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Proceeds of common stock | $ 3,295,000 | |||||||||||||||||||
Warrants issued to purchase shares of common stock | 2,400,000 | |||||||||||||||||||
Non-cash compensation expense | $ 115,754 | |||||||||||||||||||
Warrants issued for consulting services | 100,000 | |||||||||||||||||||
Expected term (in years) | 5 years | |||||||||||||||||||
Volatility | 188.00% | |||||||||||||||||||
Risk free interest rate | 1.77% | |||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Strike price | $ 2 | |||||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Strike price | $ 1.60 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Offering of common stock, shares | 1,677,130 | 1,231,561 | ||||||||||||||||||
Common stock price per share | $ 8 | $ 1.30 | $ 1.30 | |||||||||||||||||
Sold of common stock | 2,700,000 | |||||||||||||||||||
Proceeds of common stock | $ 3,510,000 | |||||||||||||||||||
Warrants issued to purchase shares of common stock | 5,400,000 | |||||||||||||||||||
Strike price | $ 1.30 | |||||||||||||||||||
Proceeds from stock offering, net | $ 13,417,040 | $ 1,601,029 | ||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Offering of common stock, value | $ 240,000 | |||||||||||||||||||
Offering of common stock, shares | 200,000 | |||||||||||||||||||
Common stock price per share | $ 1.20 | |||||||||||||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Shares issued on business combination | 18,081,962 | |||||||||||||||||||
Common shares contingently issuable | 6,488,122 | 6,488,122 | ||||||||||||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Warrant [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Shares issued on business combination | 5,838,122 | |||||||||||||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Common Stock [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Shares issued on business combination | 650,000 | |||||||||||||||||||
Acquisition Agreement [Member] | ||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||
Offering of common stock, shares | 18,081,962 | |||||||||||||||||||
Common stock price per share | $ 5.20 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Feb. 16, 2018 | Jul. 14, 2017 | Dec. 16, 2013 | Dec. 29, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Consulting expenses | $ 359,783 | $ 162,739 | $ 815,881 | $ 345,518 | ||||
Common stock reserved for issuance | 185,053 | 185,053 | 185,053 | 185,053 | ||||
Terminate of agreement | 180 days | |||||||
Payments for royalty period | 20 years | |||||||
Related party exchange for a promissory note executed | $ 500,000 | |||||||
Consulting Agreement [Member] | ||||||||
Consulting agreement, description | On December 29, 2017 the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018.In consideration for the consulting services, the Registrant will pay RS Group ApS $367,222. At March 31, 2017 the Registrant had a payable to RS Group ApS of $0. | |||||||
Consulting Agreement [Member] | Carl Sandler [Member] | ||||||||
Consulting agreement, description | On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant. In consideration for his services actually rendered, the Registrant shall pay $10,000 per month for 3 months. | |||||||
Consulting expenses | $ 10,000 | |||||||
Consulting Agreement [Member] | Weird Science [Member] | ||||||||
Consulting agreement, description | On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 16, 2018 | Dec. 29, 2017 | Oct. 31, 2017 | Sep. 15, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Feb. 13, 2018 | Nov. 29, 2017 | Aug. 30, 2017 |
Related Party Transaction [Line Items] | ||||||||||||
Shares price, per share | $ 1.60 | $ 5.60 | $ 1.60 | $ 1.80 | ||||||||
Stock option grants | 900,000 | |||||||||||
Non-cash compensation | $ 105,000 | $ 0 | $ 217,837 | $ 626,487 | ||||||||
Debt conversion shares issued | 150,374 | |||||||||||
Consulting expenses | 359,783 | $ 162,739 | $ 815,881 | $ 345,518 | ||||||||
Officers And Directors [Member] | Employee Stock Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock option grants | 900,000 | |||||||||||
Ape Invest As [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Financial service agreement, description | The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016. | |||||||||||
Lease expiration date | Jun. 9, 2017 | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares price, per share | $ 2 | |||||||||||
Non-cash compensation | $ 626,487 | |||||||||||
Lease expiration date | Dec. 31, 2019 | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Consulting agreement, description | On December 29, 2017 the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018.In consideration for the consulting services, the Registrant will pay RS Group ApS $367,222. At March 31, 2017 the Registrant had a payable to RS Group ApS of $0. | |||||||||||
Consulting Agreement [Member] | Carl Sandler [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Consulting agreement, description | On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant. In consideration for his services actually rendered, the Registrant shall pay $10,000 per month for 3 months. | |||||||||||
Consulting expenses | $ 10,000 | |||||||||||
Consulting Agreement [Member] | Weird Science [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Consulting agreement, description | On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month. |