Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Enochian Biosciences Inc | |
Entity Central Index Key | 0001527728 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity File Number | 001-38758 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 46,497,409 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Current Assets: | ||
Cash | $ 10,939,166 | $ 12,282,224 |
Other receivables | 20,794 | |
Prepaid expenses | 326,378 | 191,969 |
Total Current Assets | 11,265,544 | 12,494,987 |
Property and equipment, net | 793,672 | 687,517 |
OTHER ASSETS | ||
Definite life intangible assets, net | 79,403 | 93,299 |
Indefinite life intangible assets | 154,824,000 | 154,824,000 |
Goodwill | 11,640,000 | 11,640,000 |
Deposits and other assets | 137,550 | 137,550 |
Right of use assets | 1,769,209 | |
Total Other Assets | 168,450,162 | 166,694,849 |
TOTAL ASSETS | 180,509,378 | 179,877,353 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 328,366 | 538,563 |
Accounts payable - non-trade | 235,000 | |
Accrued Expenses | 376,724 | 336,853 |
Lease liabilities, current | 266,181 | |
Total Current Liabilities | 971,271 | 1,110,416 |
NON-CURRENT LIABILITIES: | ||
Contingent consideration liability | 2,006,798 | 5,667,000 |
Lease liabilities, non-current | 1,601,155 | |
Convertible notes payable - long-term | 1,200,000 | |
Notes payable - long-term, net of discount | 4,506,808 | |
Total Liabilities | 10,286,032 | 6,777,416 |
STOCKHOLDERS' 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, 46,497,409 shares issued and outstanding at March 31, 2020; 45,273,924 issued and outstanding at June 30, 2019 | 4,650 | 4,527 |
Additional paid-in capital | 230,364,478 | 225,765,432 |
Accumulated deficit | (60,090,037) | (52,771,840) |
Other comprehensive (loss) income | (55,745) | 101,818 |
Total Stockholders' Equity | 170,223,346 | 173,099,937 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 180,509,378 | $ 179,877,353 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 46,497,409 | 45,273,924 |
Common stock, shares outstanding | 46,497,409 | 45,273,924 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of Goods Sold | ||||
Gross profit (Loss) | ||||
Operating Expenses | ||||
General and administrative | 1,486,561 | 1,951,685 | 5,622,721 | 6,845,699 |
Research and development | 2,307,336 | 730,255 | 3,388,996 | 2,012,778 |
Depreciation and amortization | 35,764 | 3,939 | 78,912 | 21,415 |
Total Operating Expense | 3,829,661 | 2,685,879 | 9,090,629 | 8,879,892 |
LOSS FROM OPERATIONS | (3,829,661) | (2,685,879) | (9,090,629) | (8,879,892) |
Other Income (Expense) | ||||
Change in fair value of contingent consideration | 2,310,202 | (217,000) | 1,450,202 | (10,342,390) |
Interest expense | (12,030) | (43) | (12,030) | (130) |
(Loss) gain on currency transactions | (371) | 164,114 | 148,936 | (37,347) |
Gain on settlement | 5,000 | 140,000 | ||
Interest and other income | 12,371 | 8,724 | 45,324 | 72,531 |
Total Other Income (Expense) | 2,315,172 | (44,205) | 1,772,432 | (10,307,336) |
Loss Before Income Taxes | (1,514,489) | (2,730,084) | (7,318,197) | (19,187,228) |
Income Tax Benefit | ||||
NET LOSS | $ (1,514,489) | $ (2,730,084) | $ (7,318,197) | $ (19,187,228) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.03) | $ (0.07) | $ (0.16) | $ (0.52) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 46,275,591 | 37,070,152 | 46,280,139 | 37,070,152 |
CONSOLIDATED STATEMENTS OF OTHE
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (1,514,489) | $ (2,730,084) | $ (7,318,197) | $ (19,187,228) |
Foreign Currency Translation, Adjustments | (10,198) | (139,710) | (157,563) | (6,857) |
Other Comprehensive Loss | $ (1,524,687) | $ (2,869,794) | $ (7,475,760) | $ (19,194,085) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning Balance, Value at Jun. 30, 2018 | $ 3,616 | $ 193,283,798 | $ (34,755,360) | $ 205,680 | $ 158,737,734 |
Issuance of Shares, Value | 1 | 39,999 | 40,000 | ||
Stock-based compensation | 46,166 | 46,166 | |||
Net Loss | (350,081) | (350,081) | |||
Currency Translations, Net of Taxes | (91,517) | (91,517) | |||
Ending Balance at Sep. 30, 2018 | 3,617 | 193,369,963 | (35,105,441) | 114,163 | 158,382,302 |
Beginning Balance, Value at Jun. 30, 2018 | 3,616 | 193,283,798 | (34,755,360) | 205,680 | 158,737,734 |
Net Loss | (19,187,228) | ||||
Currency Translations, Net of Taxes | (6,857) | ||||
Ending Balance at Mar. 31, 2019 | 3,879 | 206,361,885 | (53,942,588) | 198,823 | 152,621,999 |
Beginning Balance, Value at Sep. 30, 2018 | 3,617 | 193,369,963 | (35,105,441) | 114,163 | 158,382,302 |
Stock issued pursuant to warrants exercised, Value | 131 | 1,699,870 | 1,700,001 | ||
Contingent Share issued pursuant to Acquisition Agreement, Value | 131 | 9,415,259 | 9,415,390 | ||
Stock-based compensation | 1,780,060 | 1,780,060 | |||
Net Loss | (16,107,063) | (16,107,063) | |||
Currency Translations, Net of Taxes | 224,370 | 224,370 | |||
Ending Balance at Dec. 31, 2018 | 3,879 | 206,265,152 | (51,212,504) | 338,533 | 155,395,060 |
Stock-based compensation | 96,733 | 96,733 | |||
Net Loss | (2,730,084) | (2,730,084) | |||
Currency Translations, Net of Taxes | (139,710) | (139,710) | |||
Ending Balance at Mar. 31, 2019 | 3,879 | 206,361,885 | (53,942,588) | 198,823 | 152,621,999 |
Beginning Balance, Value at Jun. 30, 2019 | 4,527 | 225,765,432 | (52,771,840) | 101,818 | 173,099,937 |
Stock issued pursuant to warrants exercised, Value | 50 | 999,950 | 1,000,000 | ||
Contingent Share issued pursuant to Acquisition Agreement, Value | 50 | 2,209,950 | 2,210,000 | ||
Stock-based compensation | 234,010 | 234,010 | |||
Net Loss | (4,083,177) | (4,083,177) | |||
Foreign currency translation adjustment | (278,656) | (278,656) | |||
Ending Balance at Sep. 30, 2019 | 4,627 | 229,209,342 | (56,855,017) | (176,838) | 172,182,114 |
Beginning Balance, Value at Jun. 30, 2019 | 4,527 | 225,765,432 | (52,771,840) | 101,818 | 173,099,937 |
Net Loss | (7,318,197) | ||||
Currency Translations, Net of Taxes | (157,563) | ||||
Ending Balance at Mar. 31, 2020 | 4,650 | 230,364,478 | (60,090,037) | (55,745) | 170,223,346 |
Beginning Balance, Value at Sep. 30, 2019 | 4,627 | 229,209,342 | (56,855,017) | (176,838) | 172,182,114 |
Stock-based compensation | 546,061 | 546,061 | |||
Shares issued for consulting services, Value | 3 | 143,997 | 144,000 | ||
Net Loss | (1,720,531) | (1,720,531) | |||
Foreign currency translation adjustment | 131,291 | 131,291 | |||
Ending Balance at Dec. 31, 2019 | 4,630 | 229,899,400 | (58,575,548) | (45,547) | 171,282,935 |
Stock-based compensation | (28,094) | (28,094) | |||
Shares issued in kind for prepaid interest on notes payable - long-term, Value | 19 | 493,173 | 493,192 | ||
Shares issued for fully vested RSU's, Value | 1 | (1) | |||
Net Loss | (1,514,489) | (1,514,489) | |||
Foreign currency translation adjustment | (10,198) | (10,198) | |||
Currency Translations, Net of Taxes | (10,198) | ||||
Ending Balance at Mar. 31, 2020 | $ 4,650 | $ 230,364,478 | $ (60,090,037) | $ (55,745) | $ 170,223,346 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
NET LOSS | $ (7,318,197) | $ (19,187,228) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and amortization | 78,912 | 21,415 |
Change in contingent consideration liability | (1,450,202) | 10,342,390 |
Stock Based Compensation Expense | 895,976 | 1,962,958 |
Right of use asset | 192,335 | |
Gain on settlement for non-trade payable | (140,000) | |
CHANGES IN ASSETS AND LIABILITIES: | ||
Other receivables | 16,892 | 120,391 |
Prepaid expenses/deposits | (130,507) | (194,101) |
Accounts payable | (205,197) | 463,520 |
Accounts payable-non-trade | (100,000) | |
Accrued expenses | 132,622 | 181,890 |
Operating lease liabilities | (186,959) | |
NET CASH USED IN OPERATINGACTIVITIES | (8,214,325) | (6,288,765) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (174,015) | (733,176) |
NET CASH USED IN INVESTING ACTIVITIES | (174,015) | (733,176) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable - long-term | 1,200,000 | |
Proceeds from notes payable - long-term | 5,000,000 | |
Proceeds from exercise of warrants | 1,000,000 | 1,700,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 7,200,000 | 1,700,000 |
Loss on currency translation | (154,718) | (6,726) |
NET CHANGE IN CASH | (1,343,058) | (5,328,667) |
CASH, BEGINNING OF PERIOD | 12,282,224 | 15,600,865 |
CASH, END OF PERIOD | 10,939,166 | 10,272,198 |
Non-cash investing and financing activities: | ||
Contingent Shares issued in connection with Acquisition Agreement | 2,210,000 | 9,415,388 |
Compensation for the issuance of stock for consulting services | 144,000 | |
Right of use assets obtained in exchange for operating lease liabilities upon adoption of Leases | 2,054,295 | |
Discount on $5 million note payable related to prepaid interest paid in the form of shares issued | 493,192 | |
Disposition of fully depreciated assets | $ 231,174 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Discount on note payable | $ 5,000,000 |
THE BUSINESS AND SUMMARY OF SIG
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business– Acquisition of Enochian Biopharma- On January 12, 2018, Enochian, DanDrit Acquisition Sub, Inc., (“Acquisition Sub”), Enochian Biopharma and Weird Science, LLC (“Weird Science”) entered into an agreement to acquire Enochian Biopharma (the “Acquisition Agreement”), pursuant to which on February 16, 2018, Enochian Biopharma became a wholly owned subsidiary of the Company (the “Acquisition”). As consideration for the Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Enochian Common Stock and (ii) the right to receive earn-out shares of Common Stock (“Contingent Shares”) pro rata upon the exercise or conversion of warrants, which were outstanding at closing. At March 31, 2020, 1,438,122 Contingent Shares remained unissued. Basis of Presentation– Consolidation Reclassification Functional Currency / Foreign Currency Translation Recent Adopted Accounting Pronouncements Leases (Topic 842), Targeted Improvements to Leases (Topic 842) Codification Improvements to Leases (Topic 842) Codification Improvements to Leases (Topic 842) using the prospective transition method allowed per ASU 2018-11, and applied the standard only to leases that existed on that date. Under the prospective transition method, New Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. 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. Accounting Estimates Cash and Cash Equivalents Property and Equipment Intangible Assets Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement cost represents the fair value of the license agreement on the date acquired and are tested annually for impairment at the end of each fiscal year. The fair value analysis performed on the license agreements, and the fair value analysis performed on goodwill supported that both indefinite life intangible assets are not impaired as of June 30, 2019 (See Note 4). Goodwill We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the fair value exceeds carrying value, then it is concluded that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. The carrying value of goodwill at March 31, 2020, was $11,640,000. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material. 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. Leases- Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expense in the unaudited condensed consolidated statement of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred. (See Note 5). 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. The following table sets forth the liabilities at March 31, 2020, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Reporting Date Using (In thousands) March 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent Consideration Liability $ 2,006,798 $ — $ — $ 2,006,798 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2019 $ 5,667,000 Contingent shares issued pursuant to the Acquisition Agreement $ (2,210,000 ) Fair value adjustment, net $ (1,450,202 ) Balance March 31, 2020 $ 2,006,798 Stock Options and Warrants Stock-Based Compensation - |
REVISION OF FINANCIAL STATEMENT
REVISION OF FINANCIAL STATEMENTS | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
REVISION OF 2018 FINANCIAL STATEMENTS | NOTE 2 — REVISION OF 2018 FINANCIAL STATEMENTS The Company discovered that it had incorrectly classified the intangible assets that were purchased as part of the acquisition of Enochian Biopharma, Inc. as finite-lived (amortizable), rather than indefinite-lived intangible assets (not amortized). ASC 350- Intangibles- Goodwill and Other The Company has revised its previously issued consolidated financial statements for the year ended June 30, 2018 to correct the error that occurred during that fiscal year. Management assessed the materiality of the error identified in accordance with ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and concluded based on qualitative and quantitative considerations that the effect of the correction in the period in which the related misstatement originated was not material. The following table sets forth the impact on the lines impacted by the correction on the Company’s financial statements for the three months ended March 31, 2019 in thousands. For the Three Months Ended March 31, 2019 Adjustments For the Three Months Ended March 31, (As Reported) (As Revised) Statement of Operations: Depreciation & Amortization $ 1,979,701 $ (1,975,762 ) $ 3,939 Total Operating Expense $ 4,661,641 $ (1,975,762 ) $ 2,685,879 Loss Before Income Taxes $ (4,705,846 ) $ 1,975,762 $ (2,730,084 ) Net (loss) Income $ (4,705,846 ) $ 1,975,762 $ (2,730,084 ) Basic & Diluted Loss per Share $ (0.13 ) $ 0.06 $ (0.07 ) Consolidated Statement of Other Comprehensive Income Other Comprehensive Income $ (4,566,136 ) $ 1,696,342 $ (2,869,794 ) The following table sets forth the impact on the lines impacted by the correction on the Company’s financial statements as of and for the nine months ended March 31, 2019 in thousands. For the Nine Months Ended March 31, Adjustments For the Nine Months Ended March 31, (As Reported) (As Revised) Balance Sheet: Definite life intangible assets, net $ 106,994 — $ 106,994 Indefinite life intangible assets $ 146,170,570 $ 8,653,430 $ 154,824,000 Total Assets $ 169,305,692 $ 8,653,430 $ 177,959,122 Statement of Operations: Depreciation & Amortization $ 5,834,817 $ (5,813,402 ) $ 21,415 Total Operating Expense $ 14,693,294 $ (5,813,402 ) $ 8,879,892 Loss Before Income Taxes $ (25,000,630 ) $ 5,813,402 $ (19,187,228 ) Net Income (Loss) $ (25,000,630 ) $ 5,813,402 $ (19,187,228 ) Basic & Diluted Loss per Share $ (0.67 ) $ 0.15 $ (0.52 ) Consolidated Statement of Other Comprehensive Income Other Comprehensive Income $ (25,007,487 ) $ 5,813,402 $ (19,194,085 ) Consolidated Statement of Changes to Shareholders’ Equity Accumulated Deficit $ (62,596,019 ) $ 8,653,431 $ (53,942,588 ) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 — PROPERTY AND EQUIPMENT Useful Life March 31, 2020 June 30, 2019 Lab Equipment and Instruments 4-7 $ 524,079 $ 479,155 Leasehold Improvements 10 $ 224,629 194,778 Furniture Fixtures and Equipment 4-7 $ 171,975 $ 72,736 Total $ 920,683 $ 746,669 Less Accumulated Depreciation $ (127,011 ) $ (59,152 ) Net Property and Equipment $ 793,672 $ 687,517 During the three months ended March 31, 2020, and 2019, respectively, the Company had depreciation expense of $35,764, and $3,939, respectively, and for the nine months ended March 31, 2020 and 2019, respectively had depreciation expense of $78,912 and $21,415, respectively. The Company disposed of assets valued at $0 and $231,174 in the nine months ended March 31, 2020 and 2019 respectively. |
DEFINITE-LIFE INTANGIBLE ASSETS
DEFINITE-LIFE INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DEFINITE-LIFE INTANGIBLE ASSETS | NOTE 4 — DEFINITE-LIFE INTANGIBLE ASSETS During February 2018, the Company acquired a License Agreement (as licensee) to the HIV therapy being developed as HV-01 which consists of a perpetual, fully paid-up, royalty-free, sub-licensable, 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, and/or amelioration of and/or therapy for HIV in humans, and research and development exclusively relating to HIV in humans (the “License”). At March 31, 2020 and June 30, 2019, definite and indefinite-life intangible assets consisted of the following: June 30, Effect of Currency March 31, Useful Life 2019 Period Change Translation 2020 Definite Life Intangibles Assets Patents 20 Years $ 302,371 — $ (9,347 ) $ 293,024 Less accumulated amortization (209,072 ) (11,052 ) 6,503 (213,621 ) Net Definite Life Intangible Assets $ 93,299 (11,052 ) $ 2,844 $ 79,403 Indefinite Life Intangible Assets License Agreement $ 154,824,000 $ 154,824,000 Goodwill $ 11,640,000 $ 11,640,000 Total $ 166,464,000 $ 166,464,000 Total Indefinite Life Intangible Assets $ 166,464,000 $ 166,464,000 Year ending June 30, 2020 $ 3,788 2021 $ 15,154 2022 $ 15,154 2023 $ 15,154 Thereafter $ 30,153 Total $ 79,403 Impairment – Following 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. |
LEASES
LEASES | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 5 — LEASES Operating Leases On June 19, 2018, Enochian entered into a Lease Agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, Enochian entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the remainder of the first year to $23,186 per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements. The Company identified and assessed the following significant assumptions in recognizing the right-of-use asset and corresponding liabilities: Expected lease term Incremental borrowing rate Lease and non-lease components For the three and nine months ended March 31, 2020, lease expense charged to general and administrative expenses amounted to $88,144 and $270,198, respectively. Below are the lease commitments for the next 5 years and thereafter: Year Ending June 30th Lease Expense 2020 $ 82,658 2021 $ 338,345 2022 $ 348,495 2023 $ 298,305 2024 $ 246,004 Thereafter $ 828,205 Less imputed interest (274,676 ) Total $ 1,867,336 Prior to the adoption of ASC 842-Leases and for the three and nine months ended March 31, 2020, respectively, the Company recognized rent expense on a straight-line basis over the lease period and recorded deferred rent expense for rent expense incurred but not yet paid. The Company also recorded deferred rent attributable to cash incentives received under its lease agreements, which were amortized to rent expense over the lease term. During the three and nine months ended March 31, 2019, the Company recognized total rent expense of $62,368 and $236,991, respectively. Disclosures related to periods prior to the adoption of the new lease standard: Under ASC 840, approximate future minimum rental payments due under these leases as of March 31, 2020 would have been as follows: Year Ending June 30 2020 $ 82,658 2021 $ 338,345 2022 $ 348,495 2023 $ 298,305 2024 $ 246,004 Thereafter $ 1,106,435 Total $ 2,420,242 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 — NOTES PAYABLE Convertible Notes Payable On February 6, 2020, the Company issued two Convertible Notes (the “Convertible Notes”) to an existing stockholder of the Company each with a face value amount of $600,000, convertible into shares of the Company’s common stock, $0.0001 par value per share. The outstanding principal amount of the Convertible Notes is due and payable on February 6, 2023. Interest on the Convertible Notes commenced accruing on the date of issuance at six percent (6%) per annum, computed on the basis of twelve 30-day months, and is compounded monthly on the final day of each calendar month based upon the Principal and all accrued and unpaid Interest outstanding as of such compound date. The interest is payable in cash on a semi-annual basis. The holder of the Convertible Notes has the right at any time prior to the date that is twelve months from issuance to convert all or any part of the outstanding and unpaid Principal and all unpaid Interest into shares of the Company’s common stock. The conversion price is equal to $12.00 per share of Common Stock. The Company evaluated the Convertible Notes in accordance with ASC 470-20 and identified that they each contain an embedded conversion feature that shall not be bifurcated from the host document (i.e., the Convertible Notes) as they are not deemed to be readily convertible into cash. All proceeds received from the issuance have been recognized as a liability on the balance sheet. For the three and nine months ended March 31, 2020, the Company recorded an interest payable and interest expense in the amount of $12,030, respectively. These amounts are reflected in accrued expenses and general and administrative expenses on the face of the financial statements. Note Payable On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $5,000,000 (the “Note”) to Paseco APS, a Danish limited company and an existing stockholder of the Company. The principal amount of the Note will be payable on November 30, 2021 (the “Maturity Date”) and bears interest at a fixed rate of 6% per annum, computed based on the number of days between the Issuance Date and the Maturity Date, which was prepaid by the Company in full on the Issuance Date through the issuance of 188,485 shares of the Company’s common stock based on the closing market price on that date for a total value of $501,370. The Company evaluated the Note and PIK interest in accordance with ASC 470- Debt Interest |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Voting — Dividends — Liquidation Rights — Common Stock Issuances — Acquisition of Enochian Biopharma / Contingently issuable shares — Acquisition of Enochian Denmark — Stock Grants - Recognition of Options The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option 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 stock options granted using the Black-Scholes option-pricing model are as follows: Enochian Expected term (in years) 3-10 Volatility 65.06%-98.15% Risk free interest rate 0.74%-3.23% Dividend yield 0% The Company recognized stock-based compensation expense (excluding other non-cash compensation expense) related to the options of $(28,094) and $96,733 for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020 there were cancellations of options for related to former employees and directors, which reduced the expense for the quarter. Stock based compensation expense was $895,976 and $1,962,958 for the nine months ended March 31, 2020 and 2019, respectively. At March 31, 2020, the Company had approximately $453,607 of unrecognized compensation cost related to non-vested options. Plan Options On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “Plan”), and the Company had reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. On October 30, 2019, the Board approved and on October 31, 2019, the Company’s shareholders adopted the Enochian’s 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan authorized options to be awarded to not exceed the sum of (1) 6,000,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan that, after the effective date of the 2019 Plan, expires, or is terminated, surrendered, or forfeited for any reason without issuance of shares. The remaining shares available for grant related to the 2014 Plan was of 655,769 as of the effective date, this amount along with the new 6,000,000 shares totals 6,655,769 shares available to grant immediately after the effective date of the 2019 Plan. Pursuant to the 2019 Plan, on December 27, 2019, the Company granted options of 21,999 to employees with a three-year vesting period. Additionally, pursuant to the 2019 Plan, during the three months and nine months ended March 31, 2020, the Company granted options of 92,576 and 123,826, respectively to the Board of Directors with a one-year vesting period. Options will be exercisable at the market price of the Company’s common stock on the date of the grant. To date the Company has granted options under the Plan (“Plan Options”) to purchase 726,055 shares of Common Stock. A summary of the status of the Plan Options and Grant Warrants outstanding at March 31, 2020 is presented below: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 2.69 55,762 0.91 $ 2.69 — — $ — $ 3.26 23,006 0.09 $ 3.26 — — $ — $ 3.95 5,063 8.34 $ 3.95 5,063 8.34 $ 3.95 $ 4.63 10,000 9.40 $ 4.63 10,000 9.64 $ 4.63 $ 4.80 53,249 9.75 $ 4.80 — — $ — $ 4.85 4,124 9.4 $ 4.85 — — $ — $ 4.90 9,183 9.36 $ 4.90 3,346 9.40 $ 4.90 $ 5.00 6,000 9.40 $ 5.00 — — $ — $ 5.74 15,679 8.47 $ 5.74 15,679 8.47 $ 5.74 $ 5.80 7,759 8.53 $ 5.80 7,759 8.53 $ 5.80 $ 6.15 60,000 9.19 $ 6.15 20,000 9.19 $ 6.15 $ 6.25 24,001 8.94 $ 6.25 24,001 8.94 $ 6.25 $ 6.50 300,000 8.65 $ 6.50 300,000 8.65 $ 6.50 $ 6.95 4,317 9.03 $ 6.95 — — $ — $ 7.10 10,563 8.92 $ 7.10 10,563 8.92 $ 7.10 $ 8.00 69,235 8.07 $ 8.00 54,504 8.11 8.00 Total $ — 657,941 8.92 $ 5.93 450,915 8.64 $ 6.55 A summary of the status of the Plan Options at March 31, 2020 and changes since July 1, 2019 are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,001,761 4.30 4.96 $ 1,252,785 Granted 179,295 4.02 10.0 - Exercised (500,000 ) - - - Forfeited - 2.00 - - Expired (23,115 ) 4.63 - - Outstanding at end of period 657,941 5.93 8.92 $ 17,286 Vested and expected to vest 450,915 6.55 8.64 - Exercisable end of period 450,915 6.55 8.64 $ - At March 31, 2020, the Company has 450,915 exercisable Plan Options. The total intrinsic value of options at March 31, 2020 was $17,286. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) at March 31, 2020 (for outstanding options), less the applicable exercise price. Common Stock Purchase Warrants A summary of the shares of Common Stock, which can be purchased related to the underlying the warrants outstanding for the nine- month period at March 31, 2020, is presented below: Weighted Average Weighted Average Shares Exercise Remaining Life Outstanding at beginning of period 1,438,122 $ 1.42 - Granted - - - Exercised - - - Cancelled/Expired - - - Outstanding at end of period 1,438,122 $ 1.42 2.24 Exercisable end of period 1,438,122 $ 1.42 2.24 Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weight Average Remaining Contractual Life (years) Weight Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,413,122 2.27 $ 1.30 1,413,122 $ 1.30 $ 8.00 25,000 0.87 $ 8.00 25,000 $ 8.00 Total 1,438,122 2.24 $ 1.42 1,438,122 $ 1.42 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. Restricted Stock Units (RSUs) On December 27, 2019, the Company granted 30,000 restricted stock units vesting immediately for consulting services valued at $144,000. On January 9, 2020, the Company issued 5,000 shares of Common Stock related to restricted share units that vested on January 7, 2020. The RSUs were fully expensed at date of issuance. A summary of the status of Restricted Stock Units outstanding at March 31, 2020 is presented below: Weighted Average Weighted Average Weighted Average Shares Issuance Remaining Life Intrinsic Outstanding at beginning of period 15,000 $ 6.15 1.27 $ — Granted 30,000 $ 4.80 — $ — Exercised (35,000 ) $ 4.99 — $ Cancelled/Expired — $ — — $ — Outstanding at end of period 10,000 $ 6.15 1.27 $ — Exercisable end of period — $ — — $ — Restricted Stock Units Outstanding Grant Price Stock Units Weight Average Remaining Contractual Life (years) Weight Average Issuance Price 6.15 10,000 1.27 $ 6.15 Total 10,000 1.27 $ 6.15 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Consulting Agreements On July 9, 2018, the Company entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, amelioration of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “ G-Tech Agreement On January 31, 2020, the Company entered into a Statement of Work & License Agreement (the “HBV License Agreement”) by and among the Company, G Tech, and G Health Research Foundation, a not for profit entity organized under the laws of California doing business as Seraph Research Institute (“SRI”), whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections in accordance with its agreement in principle with G-Tech and SRI announced by the Company on November 25, 2019. The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24 month period, and provides for an up-front payment of $1.2 million within 7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the HBV License Agreement, in each case subject to the terms of the HBV License Agreement. Additionally, the HBV License Agreement provides for cooperation related to the development of intellectual property related to the Treatment and for a 2% royalty to G Tech on any net sales that may occur under the HBV License. On February 6, 2020, the Company paid the $1.2 million aforementioned. The cash funding for research costs and equipment pursuant to the HBV License Agreement consist of monthly payments amounting to $144,500 that cover scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. During the three and nine months ended March 31, 2020, the Company paid $289,000 for scientific staffing resources and $300,000 for materials. The HBV License Agreement contains customary representations, warranties and covenants of the parties with respect to the development of the Treatment and the HBV License. G Tech and SRI are each controlled by certain members of Weird Science, LLC, a shareholder of the Company. Shares held for non-consenting shareholders – Employment and Service Agreements - Contingencies |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 — RELATED PARTY TRANSACTIONS Consulting Agreements – On July 9, 2018, the Company entered into the G-Tech Agreement. G-Tech was entitled to consulting fees for 20 months, with a monthly consulting fee of not greater than $130,000 per month. Upon the completion of the 20 months, the monthly consulting fee of $25,000 continued for scientific and consulting and knowledge transfer on existing HIV experiments, and will continue until the services are no longer rendered or the agreement is terminated. Certain members of Weird Science control G-Tech. For the three and nine months ended March 31, 2020, $300,000 and $1,050,000, respectively, was charged to research and development expenses in our Condensed Consolidated Statements of Operations. On January 31, 2020, the Company entered into the HBV License Agreement by and among the Company, G Tech and SRI, whereby the Company acquired the HBV License for the Treatment. The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24 month period, and provides for an up-front payment of $1.2 million within 7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the HBV License Agreement, in each case subject to the terms of the HBV License Agreement. Additionally, the HBV License Agreement provides for cooperation related to the development of intellectual property related to the Treatment and for a 2% royalty to G Tech on any net sales that may occur under the HBV License. On February 6, 2020, the Company paid the $1.2 million aforementioned. The cash funding for research costs and equipment pursuant to the HBV License Agreement consist of monthly payments amounting to $144,500 that cover scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. During the three and nine months ended March 31, 2020, the Company paid $289,000 for scientific staffing resources and $300,000 for materials. The HBV License Agreement contains customary representations, warranties and covenants of the parties with respect to the development of the Treatment and the HBV License. G Tech and SRI are each controlled by certain members of Weird Science, LLC, a shareholder of the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10 — SUBSEQUENT EVENTS COVID-19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The pandemic has significantly affected the economic conditions in the U.S., accelerating during the first half of March. A number of states, counties and municipalities issued orders requiring persons who were not engaged in essential activities and businesses to remain at home. On March 27, 2020, the US enacted the Coronavirus Aid, Relief and Economic Security Aid (“CARES Act”) to help stimulate an economic recovery; however, there are no reliable estimates of how long the pandemic will last or how many people are likely to be affected by it. No one knows what over-all effects the COVID-19 pandemic will have on economic conditions during the remainder of 2020. Our senior management team is monitoring COVID-19’s impact on a daily basis and will continue to adjust our operations as necessary. However, the impact of this event on the Company’s results of operations, financial position, and liquidity or capital resources cannot be reasonably estimated at this time. Paycheck Protection Program Promissory Note On April 16, 2020, the Company entered into a Paycheck Protection Program Promissory Note (the “PPP Note”) in the principal amount of $272,700 (the “PPP Loan”) from City National Bank (the “PPP Loan Lender”). The PPP Loan was obtained pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The PPP Loan was disbursed by the PPP Loan Lender to the Company on April 20, 2020 (the “Disbursement Date”), and will mature two years from the Disbursement Date. The PPP Loan bears an interest at 1.00% per annum and is payable monthly commencing seven months from the Disbursement Date. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan may only be used by the Company for payroll costs, costs for continuing group healthcare benefits, mortgage interest payments, rent, utility and interest on any other debt obligations that were incurred before February 15, 2020. Because the U.S. government subsequently changed its position and guidelines related to the PPP Loans, the Company repaid the loan before May 7, 2020. In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. |
THE BUSINESS AND SUMMARY OF S_2
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business | Business– |
Acquisition of Enochian Biopharma | Acquisition of Enochian Biopharma- On January 12, 2018, Enochian, DanDrit Acquisition Sub, Inc., (“Acquisition Sub”), Enochian Biopharma and Weird Science, LLC (“Weird Science”) entered into an agreement to acquire Enochian Biopharma (the “Acquisition Agreement”), pursuant to which on February 16, 2018, Enochian Biopharma became a wholly owned subsidiary of the Company (the “Acquisition”). As consideration for the Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Enochian Common Stock and (ii) the right to receive earn-out shares of Common Stock (“Contingent Shares”) pro rata upon the exercise or conversion of warrants, which were outstanding at closing. At March 31, 2020, 1,438,122 Contingent Shares remained unissued. |
Basis of Presentation | Basis of Presentation– |
Consolidation | Consolidation |
Reclassification | Reclassification |
Functional Currency / Foreign Currency Translation | Functional Currency / Foreign Currency Translation |
Recent Accounting Pronouncements | Recent Adopted Accounting Pronouncements Leases (Topic 842), Targeted Improvements to Leases (Topic 842) Codification Improvements to Leases (Topic 842) Codification Improvements to Leases (Topic 842) using the prospective transition method allowed per ASU 2018-11, and applied the standard only to leases that existed on that date. Under the prospective transition method, |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. 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. |
Accounting Estimates | Accounting Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement cost represents the fair value of the license agreement on the date acquired and are tested annually for impairment at the end of each fiscal year. The fair value analysis performed on the license agreements, and the fair value analysis performed on goodwill supported that both indefinite life intangible assets are not impaired as of June 30, 2019 (See Note 4). |
Goodwill | Goodwill We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the fair value exceeds carrying value, then it is concluded that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. The carrying value of goodwill at March 31, 2020, was $11,640,000. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material. |
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. |
Leases | Leases- Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expense in the unaudited condensed consolidated statement of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred. (See Note 5). |
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. The following table sets forth the liabilities at March 31, 2020, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Reporting Date Using (In thousands) March 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent Consideration Liability $ 2,006,798 $ — $ — $ 2,006,798 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2019 $ 5,667,000 Contingent shares issued pursuant to the Acquisition Agreement $ (2,210,000 ) Fair value adjustment, net $ (1,450,202 ) Balance March 31, 2020 $ 2,006,798 |
Stock Options and Warrants | Stock Options and Warrants |
Stock-Based Compensation | Stock-Based Compensation - |
THE BUSINESS AND SUMMARY OF S_3
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant to the fair value measurement | The following table sets forth the liabilities at March 31, 2020, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Reporting Date Using (In thousands) March 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent Consideration Liability $ 2,006,798 $ — $ — $ 2,006,798 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2019 $ 5,667,000 Contingent shares issued pursuant to the Acquisition Agreement $ (2,210,000 ) Fair value adjustment, net $ (1,450,202 ) Balance March 31, 2020 $ 2,006,798 |
REVISION OF FINANCIAL STATEME_2
REVISION OF FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections | The following table sets forth the impact on the lines impacted by the correction on the Company’s financial statements for the three months ended March 31, 2019 in thousands. For the Three Months Ended March 31, 2019 Adjustments For the Three Months Ended March 31, (As Reported) (As Revised) Statement of Operations: Depreciation & Amortization $ 1,979,701 $ (1,975,762 ) $ 3,939 Total Operating Expense $ 4,661,641 $ (1,975,762 ) $ 2,685,879 Loss Before Income Taxes $ (4,705,846 ) $ 1,975,762 $ (2,730,084 ) Net (loss) Income $ (4,705,846 ) $ 1,975,762 $ (2,730,084 ) Basic & Diluted Loss per Share $ (0.13 ) $ 0.06 $ (0.07 ) Consolidated Statement of Other Comprehensive Income Other Comprehensive Income $ (4,566,136 ) $ 1,696,342 $ (2,869,794 ) The following table sets forth the impact on the lines impacted by the correction on the Company’s financial statements as of and for the nine months ended March 31, 2019 in thousands. For the Nine Months Ended March 31, Adjustments For the Nine Months Ended March 31, (As Reported) (As Revised) Balance Sheet: Definite life intangible assets, net $ 106,994 — $ 106,994 Indefinite life intangible assets $ 146,170,570 $ 8,653,430 $ 154,824,000 Total Assets $ 169,305,692 $ 8,653,430 $ 177,959,122 Statement of Operations: Depreciation & Amortization $ 5,834,817 $ (5,813,402 ) $ 21,415 Total Operating Expense $ 14,693,294 $ (5,813,402 ) $ 8,879,892 Loss Before Income Taxes $ (25,000,630 ) $ 5,813,402 $ (19,187,228 ) Net Income (Loss) $ (25,000,630 ) $ 5,813,402 $ (19,187,228 ) Basic & Diluted Loss per Share $ (0.67 ) $ 0.15 $ (0.52 ) Consolidated Statement of Other Comprehensive Income Other Comprehensive Income $ (25,007,487 ) $ 5,813,402 $ (19,194,085 ) Consolidated Statement of Changes to Shareholders’ Equity Accumulated Deficit $ (62,596,019 ) $ 8,653,431 $ (53,942,588 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Useful Life March 31, 2020 June 30, 2019 Lab Equipment and Instruments 4-7 $ 524,079 $ 479,155 Leasehold Improvements 10 $ 224,629 194,778 Furniture Fixtures and Equipment 4-7 $ 171,975 $ 72,736 Total $ 920,683 $ 746,669 Less Accumulated Depreciation $ (127,011 ) $ (59,152 ) Net Property and Equipment $ 793,672 $ 687,517 |
DEFINITE-LIFE INTANGIBLE ASSE_2
DEFINITE-LIFE INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of life intangible assets | At March 31, 2020 and June 30, 2019, definite and indefinite-life intangible assets consisted of the following: June 30, Effect of Currency March 31, Useful Life 2019 Period Change Translation 2020 Definite Life Intangibles Assets Patents 20 Years $ 302,371 — $ (9,347 ) $ 293,024 Less accumulated amortization (209,072 ) (11,052 ) 6,503 (213,621 ) Net Definite Life Intangible Assets $ 93,299 (11,052 ) $ 2,844 $ 79,403 Indefinite Life Intangible Assets License Agreement $ 154,824,000 $ 154,824,000 Goodwill $ 11,640,000 $ 11,640,000 Total $ 166,464,000 $ 166,464,000 Total Indefinite Life Intangible Assets $ 166,464,000 $ 166,464,000 |
Schedule of expected future amortization expense | Year ending June 30, 2020 $ 3,788 2021 $ 15,154 2022 $ 15,154 2023 $ 15,154 Thereafter $ 30,153 Total $ 79,403 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease commitments | Below are the lease commitments for the next 5 years and thereafter: Year Ending June 30th Lease Expense 2020 $ 82,658 2021 $ 338,345 2022 $ 348,495 2023 $ 298,305 2024 $ 246,004 Thereafter $ 828,205 Less imputed interest (274,676 ) Total $ 1,867,336 Under ASC 840, approximate future minimum rental payments due under these leases as of March 31, 2020 would have been as follows: Year Ending June 30 2020 $ 82,658 2021 $ 338,345 2022 $ 348,495 2023 $ 298,305 2024 $ 246,004 Thereafter $ 1,106,435 Total $ 2,420,242 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Summary of weighted-average assumptions used to estimate the fair values of the stock options granted | The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows: Enochian Expected term (in years) 3-10 Volatility 65.06%-98.15% Risk free interest rate 0.74%-3.23% Dividend yield 0% |
Summary of stock options outstanding | A summary of the status of the Plan Options and Grant Warrants outstanding at March 31, 2020 is presented below: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 2.69 55,762 0.91 $ 2.69 — — $ — $ 3.26 23,006 0.09 $ 3.26 — — $ — $ 3.95 5,063 8.34 $ 3.95 5,063 8.34 $ 3.95 $ 4.63 10,000 9.40 $ 4.63 10,000 9.64 $ 4.63 $ 4.80 53,249 9.75 $ 4.80 — — $ — $ 4.85 4,124 9.4 $ 4.85 — — $ — $ 4.90 9,183 9.36 $ 4.90 3,346 9.40 $ 4.90 $ 5.00 6,000 9.40 $ 5.00 — — $ — $ 5.74 15,679 8.47 $ 5.74 15,679 8.47 $ 5.74 $ 5.80 7,759 8.53 $ 5.80 7,759 8.53 $ 5.80 $ 6.15 60,000 9.19 $ 6.15 20,000 9.19 $ 6.15 $ 6.25 24,001 8.94 $ 6.25 24,001 8.94 $ 6.25 $ 6.50 300,000 8.65 $ 6.50 300,000 8.65 $ 6.50 $ 6.95 4,317 9.03 $ 6.95 — — $ — $ 7.10 10,563 8.92 $ 7.10 10,563 8.92 $ 7.10 $ 8.00 69,235 8.07 $ 8.00 54,504 8.11 8.00 Total $ — 657,941 8.92 $ 5.93 450,915 8.64 $ 6.55 |
Summary of stock option activity | A summary of the status of the Plan Options at March 31, 2020 and changes since July 1, 2019 are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,001,761 4.30 4.96 $ 1,252,785 Granted 179,295 4.02 10.0 - Exercised (500,000 ) - - - Forfeited - 2.00 - - Expired (23,115 ) 4.63 - - Outstanding at end of period 657,941 5.93 8.92 $ 17,286 Vested and expected to vest 450,915 6.55 8.64 - Exercisable end of period 450,915 6.55 8.64 $ - |
Summary of common stock purchase warrants outstanding | A summary of the shares of Common Stock, which can be purchased related to the underlying the warrants outstanding for the nine- month period at March 31, 2020, is presented below: Weighted Average Weighted Average Shares Exercise Remaining Life Outstanding at beginning of period 1,438,122 $ 1.42 - Granted - - - Exercised - - - Cancelled/Expired - - - Outstanding at end of period 1,438,122 $ 1.42 2.24 Exercisable end of period 1,438,122 $ 1.42 2.24 |
Summary of common stock purchase warrants | Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weight Average Remaining Contractual Life (years) Weight Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,413,122 2.27 $ 1.30 1,413,122 $ 1.30 $ 8.00 25,000 0.87 $ 8.00 25,000 $ 8.00 Total 1,438,122 2.24 $ 1.42 1,438,122 $ 1.42 |
Summary of restricted stock units outstanding | A summary of the status of Restricted Stock Units outstanding at March 31, 2020 is presented below: Weighted Average Weighted Average Weighted Average Shares Issuance Remaining Life Intrinsic Outstanding at beginning of period 15,000 $ 6.15 1.27 $ — Granted 30,000 $ 4.80 — $ — Exercised (35,000 ) $ 4.99 — $ Cancelled/Expired — $ — — $ — Outstanding at end of period 10,000 $ 6.15 1.27 $ — Exercisable end of period — $ — — $ — |
Summary of restricted stock units activity | Restricted Stock Units Outstanding Grant Price Stock Units Weight Average Remaining Contractual Life (years) Weight Average Issuance Price 6.15 10,000 1.27 $ 6.15 Total 10,000 1.27 $ 6.15 |
THE BUSINESS AND SUMMARY OF S_4
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Contingent Consideration Liability | $ 2,006,798 |
Fair Value, Inputs, Level 1 [Member] | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 2 [Member] | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 3 [Member] | |
Contingent Consideration Liability | $ 2,006,798 |
THE BUSINESS AND SUMMARY OF S_5
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning | $ 5,667,000 |
Contingent Shares issued pursuant to the Acquisition Agreement | (2,210,000) |
Fair value adjustment | (1,450,202) |
Balance at end | $ 2,006,798 |
THE BUSINESS AND SUMMARY OF S_6
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 16, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jul. 02, 2019 | Jun. 30, 2019 |
Cash held in financial institutions | $ 10,939,166 | $ 10,939,166 | $ 1,282,224 | ||||
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 ten years (See Note 3). | ||||||
Research and development expense | 2,307,336 | $ 730,255 | $ 3,388,996 | $ 2,012,778 | |||
Potential dilutive shares | 3,554,185 | ||||||
Operating lease right - of - use assets | 1,769,209 | $ 1,769,209 | $ 1,961,544 | ||||
Operating lease liabilities | 1,867,336 | 1,867,336 | $ 2,054,295 | ||||
Goodwill | 11,640,000 | 11,640,000 | $ 11,640,000 | ||||
Stock based compensation expense | $ (28,094) | 96,733 | $ 895,976 | 1,962,958 | |||
Patents [Member] | |||||||
Amortized the patents on a straight line basis over the estimated useful life | 20 years | ||||||
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 | ||||||
General and Administrative Expense [Member] | |||||||
Consulting Expenses | $ 0 | $ 94,760 |
REVISION OF FINANCIAL STATEME_3
REVISION OF FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Definite life intangible assets, net | $ 79,403 | $ 106,994 | $ 79,403 | $ 106,994 | $ 93,299 | ||||
Indefinite life intangible assets | 154,824,000 | 154,824,000 | 154,824,000 | 154,824,000 | 154,824,000 | ||||
Total Assets | 180,509,378 | 177,959,122 | 180,509,378 | 177,959,122 | 179,877,353 | ||||
Depreciation & Amortization | 3,939 | 78,912 | 21,415 | ||||||
Total Operating Expense | 3,829,661 | 2,685,879 | 9,090,629 | 8,879,892 | |||||
Loss Before Income Taxes | (2,730,084) | (19,187,228) | |||||||
Net (loss) Income | $ (1,514,489) | $ (1,720,531) | $ (4,083,177) | $ (2,730,084) | $ (16,107,063) | $ (350,081) | $ (7,318,197) | $ (19,187,228) | |
Basic & Diluted Loss per Share | $ (0.03) | $ (0.07) | $ (0.16) | $ (0.52) | |||||
Other Comprehensive Income | $ (2,869,794) | $ (19,194,085) | |||||||
Accumulated Deficit | $ (60,090,037) | (53,942,588) | $ (60,090,037) | (53,942,588) | $ (52,771,840) | ||||
Previously Reported [Member] | |||||||||
Definite life intangible assets, net | 106,994 | 106,994 | |||||||
Indefinite life intangible assets | 146,170,570 | 146,170,570 | |||||||
Total Assets | 169,305,692 | 169,305,692 | |||||||
Depreciation & Amortization | 1,979,701 | 5,834,817 | |||||||
Total Operating Expense | 4,661,641 | 14,693,294 | |||||||
Loss Before Income Taxes | (4,705,846) | (25,000,630) | |||||||
Net (loss) Income | $ (4,705,846) | $ (25,000,630) | |||||||
Basic & Diluted Loss per Share | $ (0.13) | $ (0.67) | |||||||
Other Comprehensive Income | $ (4,566,136) | $ (25,007,487) | |||||||
Accumulated Deficit | (62,596,019) | (62,596,019) | |||||||
Restatement Adjustment [Member] | |||||||||
Definite life intangible assets, net | |||||||||
Indefinite life intangible assets | 8,653,430 | 8,653,430 | |||||||
Total Assets | 8,653,430 | 8,653,430 | |||||||
Depreciation & Amortization | (1,975,762) | (5,813,402) | |||||||
Total Operating Expense | (1,975,762) | (5,813,402) | |||||||
Loss Before Income Taxes | 1,975,762 | 5,813,402 | |||||||
Net (loss) Income | $ 1,975,762 | $ 5,813,402 | |||||||
Basic & Diluted Loss per Share | $ 0.06 | $ 0.15 | |||||||
Other Comprehensive Income | $ 1,696,342 | $ 5,813,402 | |||||||
Accumulated Deficit | $ 8,653,431 | $ 8,653,431 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 920,683 | $ 746,669 |
Less Accumulated Depreciation | (127,011) | (59,152) |
PROPERTY AND EQUIPMENT, Net accumulated Depreciation | 793,672 | 687,517 |
Lab equipment and instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 524,079 | 479,145 |
Lab equipment and instruments [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Lab equipment and instruments [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 10 years | |
Total | $ 224,629 | 194,788 |
Furniture fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 171,975 | $ 72,736 |
Furniture fixtures and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Furniture fixtures and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 35,764 | $ 3,939 | $ 78,912 | $ 21,415 |
Disposed of assets | $ 0 | $ 231,174 |
DEFINITE-LIFE INTANGIBLE ASSE_3
DEFINITE-LIFE INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Definite-life intangible assets | $ 79,403 | $ 93,299 |
Period Change | (11,052) | |
Effect of Currency Translation | 2,844 | |
Indefinite Life Intangible Assets | 166,464,000 | 166,464,000 |
Accumulated Amortization [Member] | ||
Accumulated Amortization | (213,621) | (209,072) |
Period Change | (11,052) | |
Effect of Currency Translation | $ 6,503 | |
Patents [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 293,024 | 302,371 |
Period Change | 0 | |
Effect of Currency Translation | (9,347) | |
Licensing Agreements [Member] | ||
Indefinite Life Intangible Assets | 154,824,000 | 154,824,000 |
Goodwill [Member] | ||
Indefinite Life Intangible Assets | 11,640,000 | 11,640,000 |
Total [Member] | ||
Indefinite Life Intangible Assets | $ 166,464,000 | $ 166,464,000 |
DEFINITE-LIFE INTANGIBLE ASSE_4
DEFINITE-LIFE INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 |
Schedule of expected future amortization expense | |||
2020 | $ 3,788 | ||
2021 | 15,154 | ||
2022 | 15,154 | ||
2023 | 15,154 | ||
Thereafter | 30,153 | ||
Definite-life intangible assets, net | $ 79,403 | $ 93,299 | $ 106,994 |
LEASES (Details)
LEASES (Details) | Mar. 31, 2020USD ($) |
2020 | $ 82,658 |
2021 | 338,345 |
2022 | 348,495 |
2023 | 298,305 |
2024 | 246,004 |
Thereafter | 828,205 |
Less imputed interest | (274,676) |
Total | 1,867,336 |
ASC 840 | |
2020 | 82,658 |
2021 | 338,345 |
2022 | 348,495 |
2023 | 298,305 |
2024 | 246,004 |
Thereafter | 1,106,435 |
Total | $ 2,420,242 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Nov. 13, 2017 | Jun. 19, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Operating Leased Assets [Line Items] | ||||||
Lease premises, description | On November 13, 2017, Enochian 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 Company agreed to lease from the Landlord approximately 2,325 rentable square feet. The base rent increases by 3% each year, 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 Company received $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 June 19, 2018, Enochian entered into a Lease Agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, Enochian entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the remainder of the first year to $23,186 per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements. | ||||
Weighted-average remaining term | 6 years 8 months 2 days | 6 years 8 months 2 days | ||||
Weighted-average discount rate | 3.99% | 3.99% | ||||
Lease expense | $ 88,144 | $ 270,198 | ||||
ASC 842 | ||||||
Operating Leased Assets [Line Items] | ||||||
Rental payments for operating leases | $ 62,368 | $ 236,991 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 9 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Note Payable [Member] | |
Principal amount | $ 5,000,000 |
Issuance Date | Mar. 30, 2020 |
Maturity Date | Nov. 30, 2021 |
Interest rate | 6.00% |
Stock issued for debt conversion, shares | shares | 188,485 |
Stock issued for debt conversion | $ 501,370 |
Proceeds received from issuance of shares | 493,192 |
Discount | 493,192 |
Convertible Notes Payable [Member] | |
Principal amount | $ 600,000 |
Issuance Date | Feb. 6, 2020 |
Maturity Date | Feb. 6, 2023 |
Stock price | $ / shares | $ 0.0001 |
Interest rate | 6.00% |
Conversion price | $ / shares | $ 12 |
Interest payable and interest expense | $ 12,030 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Enochian Biosciences [Member] | 9 Months Ended |
Mar. 31, 2020 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected term (in years) | 3 years |
Volatility | 65.06% |
Risk free interest rate | 0.74% |
Maximum [Member] | |
Expected term (in years) | 10 years |
Volatility | 98.15% |
Risk free interest rate | 3.23% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 657,941 | 1,001,761 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 1 day | |
Options Outstanding, Weighted Average Exercise Price | $ 5.93 | $ 4.3 |
Options Exercisable, Number Exercisable | 450,915 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 7 months 21 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.55 | |
Exercise Price Range 2.69 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 2.69 | |
Options Outstanding, Number Outstanding | 55,762 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 10 months 28 days | |
Options Outstanding, Weighted Average Exercise Price | $ 2.69 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 3.26 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 3.26 | |
Options Outstanding, Number Outstanding | 23,006 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 1 month 2 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.26 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 4.85 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 3.95 | |
Options Outstanding, Number Outstanding | 5,063 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 4 months 2 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.95 | |
Options Exercisable, Number Exercisable | 5,063 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 4 months 2 days | |
Options Exercisable, Weighted Average Exercise Price | $ 3.95 | |
Exercise Price Range 4.90 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.63 | |
Options Outstanding, Number Outstanding | 10,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 4 months 24 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.63 | |
Options Exercisable, Number Exercisable | 10,000 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 9 years 7 months 21 days | |
Options Exercisable, Weighted Average Exercise Price | $ 4.63 | |
Exercise Price Range 5.00 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.8 | |
Options Outstanding, Number Outstanding | 53,249 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 9 months | |
Options Outstanding, Weighted Average Exercise Price | $ 4.8 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 5.72 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.85 | |
Options Outstanding, Number Outstanding | 4,124 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 4 months 24 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.85 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 5.74 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.9 | |
Options Outstanding, Number Outstanding | 9,183 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 4 months 9 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.9 | |
Options Exercisable, Number Exercisable | 3,346 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 9 years 4 months 24 days | |
Options Exercisable, Weighted Average Exercise Price | $ 4.9 | |
Exercise Price Range 5.80 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 5 | |
Options Outstanding, Number Outstanding | 6,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 4 months 24 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 6.15 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 5.74 | |
Options Outstanding, Number Outstanding | 15,679 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 5 months 20 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5.74 | |
Options Exercisable, Number Exercisable | 15,679 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 5 months 20 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.74 | |
Exercise Price Range 6.25 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 5.8 | |
Options Outstanding, Number Outstanding | 7,759 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 6 months 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5.8 | |
Options Exercisable, Number Exercisable | 7,759 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 6 months 10 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.8 | |
Exercise Price Range 6.50 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.15 | |
Options Outstanding, Number Outstanding | 60,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 2 months 8 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.15 | |
Options Exercisable, Number Exercisable | 20,000 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 9 years 2 months 8 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.15 | |
Exercise Price Range 6.95 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.25 | |
Options Outstanding, Number Outstanding | 24,001 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 8 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.25 | |
Options Exercisable, Number Exercisable | 24,001 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 8 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.25 | |
Exercise Price Range 7.10 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.5 | |
Options Outstanding, Number Outstanding | 300,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 7 months 24 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.5 | |
Options Exercisable, Number Exercisable | 300,000 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 7 months 24 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.5 | |
Exercise Price Range 8.00 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.95 | |
Options Outstanding, Number Outstanding | 4,317 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 11 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.95 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 4.80 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 7.1 | |
Options Outstanding, Number Outstanding | 10,563 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 1 day | |
Options Outstanding, Weighted Average Exercise Price | $ 7.1 | |
Options Exercisable, Number Exercisable | 10,563 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 1 day | |
Options Exercisable, Weighted Average Exercise Price | $ 7.1 | |
Exercise Price Range 8.00 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 8 | |
Options Outstanding, Number Outstanding | 69,235 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 26 days | |
Options Outstanding, Weighted Average Exercise Price | $ 8 | |
Options Exercisable, Number Exercisable | 54,504 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 1 month 9 days | |
Options Exercisable, Weighted Average Exercise Price | $ 8 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Employee Stock Option [Member] - USD ($) | 9 Months Ended |
Mar. 31, 2020 | |
Option Indexed to Issuer's Equity [Line Items] | |
Options Outstanding at beginning of period | 1,001,761 |
Options Outstanding, Granted | 179,295 |
Options Outstanding, Exercised | (500,000) |
Options Outstanding, Forfeited | |
Options Outstanding, Expired | (23,115) |
Options Outstanding at end of period | 657,941 |
Vested and expected to vest | 450,915 |
Options Exercisable, Number Exercisable | 450,915 |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 4.3 |
Weighted Average Exercise Price, Granted | 4.02 |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | 2 |
Weighted Average Exercise Price, Expired | 4.63 |
Weighted Average Exercise Price, Outstanding at end of period | 5.93 |
Weighted Average Exercise Price, Vested and expected to vest | 6.55 |
Weighted Average Exercise Price, Exercisable | $ 6.55 |
Weighted Average remaining life, Outstanding at beginning of period | 4 years 11 months 15 days |
Weighted Average remaining life, Granted | 10 years |
Weighted Average remaining life, Outstanding at end of period | 8 years 11 months 1 day |
Weighted Average Remaining Life, Vested and expected to vest | 8 years 7 months 21 days |
Weighted Average Remaining Life, Exercisable end of period | 8 years 7 months 21 days |
Weighted Average Intrinsic Value, Outstanding at beginning of period | $ 1,252,785 |
Weighted Average Intrinsic Value, Granted | |
Weighted Average Intrinsic Value, Exercised | |
Weighted average intrinsic value, Forfeited | |
Weighted average intrinsic value, Expired | |
Weighted Average Intrinsic Value, Outstanding at end of period | 17,286 |
Weighted Average Intrinsic Value, Vested and expected to vest | |
Weighted Average Intrinsic Value, Exercisable end of period |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Common Stock Purchase Warrants [Member] | 9 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Outstanding at beginning of period | shares | 1,438,122 |
Granted | shares | |
Exercised | shares | |
Cancelled/Expired | shares | |
Outstanding at end of period | shares | 1,438,122 |
Exercisable end of period | shares | 1,438,122 |
Weighted average exercise price, Outstanding at beginning of period | $ / shares | $ 1.42 |
Weighted average exercise price, Granted | $ / shares | |
Weighted average exercise price, Exercised | $ / shares | |
Weighted average exercise price, Expired | $ / shares | |
Weighted average exercise price, Outstanding at end of period | $ / shares | 1.42 |
Weighted average exercise price, Exercisable end of period | $ / shares | $ 1.42 |
Weighted Average remaining life, Outstanding | 2 years 2 months 27 days |
Weighted Average remaining life, Exercisable end of period | 2 years 2 months 27 days |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Warrant [Member] | 12 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 1,438,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years 2 months 27 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.42 |
Equivalent Shares Exercisable, Number Exercisable | shares | 1,438,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.42 |
Exercise Price Range 1.30 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 1,413,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years 3 months 8 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 1,413,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Exercise Price Range 7.10 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Exercise Prices | $ 8 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 25,000 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 10 months 14 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 8 |
Equivalent Shares Exercisable, Number Exercisable | shares | 25,000 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 8 |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - Employee Stock Option [Member] - USD ($) | 9 Months Ended |
Mar. 31, 2020 | |
Outstanding at beginning of period | 15,000 |
Granted | 30,000 |
Exercised | (35,000) |
Cancelled/Expired | |
Outstanding at end of period | 10,000 |
Exercisable end of period | |
Weighted average Issuance price, Outstanding at beginning of period | $ 6.15 |
Weighted average Issuance price, Granted | 4.8 |
Weighted average Issuance price, Exercised | 4.99 |
Weighted average Issuance price, Expired | |
Weighted average Issuance price, Outstanding at end of period | $ 6.15 |
Weighted average Issuance price, Exercisable end of period | |
Weighted Average remaining life, Outstanding | 1 year 3 months 8 days |
Weighted Average remaining life, grant | |
Weighted Average remaining life, Exercisable end of period | 1 year 3 months 8 days |
Weighted Average Intrinsic Value, Outstanding at Beginning of period | |
Weighted Average Intrinsic Value, Outstanding at end of period | |
Weighted average Intrinsic Value, Exercisable end of period |
STOCKHOLDERS' EQUITY (Details 6
STOCKHOLDERS' EQUITY (Details 6) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2019 | |
Stock Units | 10,000 | 15,000 |
Weighted Average remaining life, Outstanding | 1 year 3 months 8 days | |
Weight Average Issuance Price | $ 6.15 | |
Exercise Price Range 6.15 [Member] | ||
Grant Price | $ 6.15 | |
Stock Units | 10,000 | |
Weighted Average remaining life, Outstanding | 1 year 3 months 8 days | |
Weight Average Issuance Price | $ 6.15 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Jan. 09, 2020 | Feb. 16, 2018 | Feb. 06, 2014 | Dec. 27, 2019 | Oct. 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 46,497,409 | 46,497,409 | 45,273,924 | |||||||
Common stock, shares outstanding | 46,497,409 | 46,497,409 | 45,273,924 | |||||||
Common stock reserved for issuance | 82,237 | 82,237 | 92,237 | |||||||
Share exchange agreement, shares issued to parent company | 92,237 | |||||||||
Warrants granted | 900,000 | |||||||||
Stock based compensation expense | $ (28,094) | $ 96,733 | $ 895,976 | $ 1,962,958 | ||||||
Unrecognized compensation cost related to non-vested options | $ 4,453,607 | |||||||||
Vested warrants shares | 1,438,122 | |||||||||
Grant Warrants exercised | 0 | 500,000 | ||||||||
Grant Warrants outstanding | 500,000 | |||||||||
Stock issued in exchange for services,Value | $ 40,000 | |||||||||
Stock issued in exchange for services,Shares | 10,000 | |||||||||
Common stock issued | 0 | 10,000 | ||||||||
DanDrit Denmark [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares issued | 102,816 | 102,816 | ||||||||
2019 Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options granted and outstanding | 21,999 | 726,055 | ||||||||
Plan option description | Board approved and on October 31, 2019, the Company's shareholders adopted the Enochian's 2019 Equity Incentive Plan (the "2019 Plan"), which replaced the 2014 Plan. The 2019 Plan authorized options to be awarded to not exceed the sum of (1) 6,000,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan that, after the effective date of the 2019 Plan, expires, or is terminated, surrendered, or forfeited for any reason without issuance of shares. The remaining shares available for grant related to the 2014 Plan was of 655,769 as of the effective date, this amount along with the new 6,000,000 shares totals 6,655,769 shares available to grant immediately after the effective date of the 2019 Plan. | |||||||||
2019 Equity Incentive Plan [Member] | Board of Directors [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options granted and outstanding | 92,576 | 123,826 | ||||||||
Employee Stock Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options granted and outstanding | 179,295 | |||||||||
Option Exercisable | 450,915 | |||||||||
Intrinsic value of stock option | $ 17,286 | $ 17,286 | ||||||||
2014 Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock reserved for issuance | 1,206,000 | |||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued on business combination | 18,081,962 | |||||||||
Employee Stock Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options granted and outstanding | 30,000 | |||||||||
Number of restricted Stock granted | 5,000 | 30,000 | ||||||||
Value of Restricted Stock granted | $ 144,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Feb. 06, 2020 | Jul. 09, 2018 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Research and development expenses | $ 2,307,336 | $ 730,255 | $ 3,388,996 | $ 2,012,778 | ||||
Common stock reserved for issuance | 82,237 | 82,237 | 92,237 | |||||
Common stock issued | 0 | 10,000 | ||||||
Compensation description | Company's bylaws and receives annual compensation in the amount of $430,000, plus 300,000 options that vested immediately. The Company has an employment agreement with the Chief Financial Officer with a base annual compensation of $200,000 plus 60,000 options and 15,000 shares of restricted stock. The Company executed a consulting agreement for services for a Senior Medical Advisor, in the amount of $175,000 on a part-time basis. The Company maintains employment agreements with other staff in the ordinary course of business. | |||||||
G-Tech[Member] | License Agreement | ||||||||
Royalty Percentage | 2.00% | |||||||
Payment for license | $ 1,200,000 | |||||||
Consulting Agreement [Member] | G-Tech[Member] | ||||||||
Consulting expenses | $ 130,000 | |||||||
Monthly consulting fee | $ 25,000 | |||||||
Research and development expenses | $ 300,000 | 1,050,000 | ||||||
Monthly research costs | 144,500 | |||||||
Payment for scientific staffing resources | 289,000 | 289,000 | ||||||
Payment for materials | $ 300,000 | $ 300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 06, 2020 | Jul. 09, 2018 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Research and development expenses | $ 2,307,336 | $ 730,255 | $ 3,388,996 | $ 2,012,778 | |||
G-Tech[Member] | License Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty Percentage | 2.00% | ||||||
Payment for license | $ 1,200,000 | ||||||
Consulting Agreement [Member] | G-Tech[Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consulting expenses | $ 130,000 | ||||||
Monthly consulting fee | 25,000 | ||||||
Research and development expenses | 300,000 | 1,050,000 | |||||
Monthly research costs | 144,500 | ||||||
Payment for scientific staffing resources | 289,000 | 289,000 | |||||
Payment for materials | $ 300,000 | $ 300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - PPP Note [Member] - PPP Loan Lender [Member] | 1 Months Ended |
Apr. 16, 2020USD ($) | |
Principal amount | $ 272,700 |
Interest rate | 1.00% |