Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 12, 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 | Sep. 30, 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 | false | |
Entity Small Business | true | |
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 | 46,636,976 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Current Assets: | ||
Cash | $ 5,965,661 | $ 8,696,361 |
Other receivables | 1,982 | |
Prepaid expenses | 99,872 | 242,866 |
Total Current Assets | 6,065,533 | 8,941,209 |
Property and equipment, net | 751,573 | 778,118 |
OTHER ASSETS | ||
Definite life intangible assets, net | 76,834 | 77,323 |
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 | 1,637,878 | 1,703,859 |
Total Other Assets | 168,316,262 | 168,382,732 |
TOTAL ASSETS | 175,133,368 | 178,102,059 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 282,376 | 592,877 |
Accrued Expenses | 273,345 | 470,636 |
Current portion of operating lease liabilities | 276,456 | 271,285 |
Total Current Liabilities | 832,177 | 1,334,798 |
NON-CURRENT LIABILITIES: | ||
Contingent consideration liability | 2,755,034 | 3,182,434 |
Lease liabilities, non-current | 1,461,156 | 1,531,779 |
Convertible Notes Payable-LT | 1,200,000 | 1,200,000 |
Notes payable - LT, net of discount | 4,654,765 | 4,580,787 |
Total Liabilities | 10,903,132 | 11,829,798 |
Commitments and Contingencies | ||
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, 46,636,976 shares issued and outstanding at September 30, 2020; 46,497,409 shares issued and outstanding at June 30, 2020 | 4,664 | 4,650 |
Additional paid-in capital | 230,823,367 | 230,497,225 |
Accumulated deficit | (66,584,768) | (64,188,198) |
Accumulated other comprehensive loss | (13,027) | (41,416) |
Total Stockholders' Equity | 164,230,236 | 166,272,261 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 175,133,368 | $ 178,102,059 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 |
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 | 46,636,976 | 46,497,409 |
Common stock, shares outstanding | 46,636,976 | 46,497,409 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of Goods Sold | ||
Gross profit (Loss) | ||
Operating Expenses | ||
General and administrative | 1,777,923 | 1,900,812 |
Research and development | 1,050,376 | 520,192 |
Depreciation and amortization | 30,458 | 21,481 |
Total Operating Expense | 2,858,757 | 2,442,485 |
LOSS FROM OPERATIONS | (2,858,757) | (2,442,485) |
Other Income (Expense) | ||
Change in fair value of contingent consideration | 427,400 | (1,942,000) |
Interest income (expense) | (92,313) | |
Gain (loss) on currency transactions | 286,755 | |
Interest and other income | 4,306 | 14,553 |
Total Other Income (Expense) | 339,393 | (1,640,692) |
Loss Before Income Taxes | (2,519,365) | (4,083,177) |
Income Tax Benefit | 122,794 | |
NET LOSS | $ (2,396,570) | $ (4,083,177) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.05) | $ (0.09) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 46,605,118 | 46,241,315 |
CONSOLIDATED STATEMENTS OF OTHE
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (2,396,570) | $ (4,083,177) |
Foreign Currency Translation, Adjustments | 28,389 | (278,656) |
Other Comprehensive Loss | $ (2,368,181) | $ (4,361,833) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning Balance, Value at Jun. 30, 2019 | $ 4,527 | $ 225,765,432 | $ (52,771,840) | $ 101,818 | $ 173,099,937 |
Beginning Balance, Shares at Jun. 30, 2019 | 45,273,924 | ||||
Stock issued pursuant to warrants exercised, Value | $ 50 | 999,950 | 1,000,000 | ||
Stock issued pursuant to warrants exercised, Shares | 500,000 | ||||
Contingent Share issued pursuant to Acquisition Agreement, Value | $ 50 | 2,209,950 | 2,210,000 | ||
Contingent Share issued pursuant to Acquisition Agreement, Shares | 500,000 | ||||
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, Value at Sep. 30, 2019 | $ 4,627 | 229,209,342 | (56,855,017) | (176,838) | 172,182,114 |
Ending Balance, Shares at Sep. 30, 2019 | 46,273,924 | ||||
Beginning Balance, Value at Jun. 30, 2020 | $ 4,650 | 230,497,225 | (64,188,198) | (41,416) | 166,272,261 |
Beginning Balance, Shares at Jun. 30, 2020 | 46,497,409 | ||||
Issuance of commitment shares, Value | $ 14 | (14) | |||
Issuance of commitment shares, Shares | 139,567 | ||||
Stock-based compensation | 326,156 | 326,156 | |||
Net Loss | (2,396,570) | (2,396,570) | |||
Foreign Currency Translation Adjustment | 28,389 | 28,389 | |||
Ending Balance, Value at Sep. 30, 2020 | $ 4,664 | $ 230,823,367 | $ (66,584,768) | $ (13,027) | $ 164,230,236 |
Ending Balance, Shares at Sep. 30, 2020 | 46,636,976 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
NET LOSS | $ (2,396,570) | $ (4,083,177) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and amortization | 30,458 | 21,481 |
Change in contingent consideration liability | (427,400) | 1,942,000 |
Stock Based Compensation Expense | 326,156 | 234,010 |
ROU assets | 65,981 | 68,866 |
Amortization of Discount of Notes Payable | 73,978 | |
CHANGES IN ASSETS AND LIABILITIES: | ||
Other Receivables | 1,982 | 6,098 |
Prepaid Expenses/Deposits | 142,994 | 135,793 |
Accounts Payable | (310,501) | 71,022 |
Accrued Expenses | (197,291) | (136,424) |
Operating Lease Liabilities | (65,452) | (60,256) |
NET CASH USED IN OPERATINGACTIVITIES | (2,755,665) | (1,800,587) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (68,616) | |
NET CASH USED IN INVESTING ACTIVITIES | (68,616) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of warrants | 1,000,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,000,000 | |
(Loss) on Currency Translation | 24,965 | (274,769) |
NET CHANGE IN CASH | (2,730,700) | (1,143,972) |
CASH, BEGINNING OF PERIOD | 8,696,361 | 12,282,224 |
CASH, END OF PERIOD | 5,965,661 | 11,138,252 |
Cash paid during the quarter end for: | ||
Interest | 42,365 | |
Income Taxes | 37 | |
Non-cash operating, investing and financing Activities: | ||
Contingent Shares issued in connection with Acquisition Agreement | $ 2,210,000 |
THE BUSINESS AND SUMMARY OF SIG
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business– Basis of Presentation- Consolidation Reclassification Accounting Estimates COVID-19 Our senior management team is monitoring COVID-19’s impact daily 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. Functional Currency & Foreign currency translation Cash and Cash Equivalents Property and Equipment Intangible Assets - Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application. 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 costs represent the Fair Value of the license agreement on the date acquired and are tested annually for impairment. 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, 2020, and no impairment is deemed necessary as of September 30, 2020. (See Note 4) Goodwill th 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 September 30, 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 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. The Company adopted ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements, Stock Options and Restricted Share Units ASC Topic 718, Compensation - Stock Compensation Stock-Based Compensation - Recent Adopted Accounting Pronouncements The Company adopted 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 do not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 2 — FAIR VALUE MEASUREMENT ● 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. The were no Level 1, 2 or 3 assets, nor and Level 1 or 2 liabilities as of September 30, 2020. Level 3 liabilities held as of September 30, 2020 consisted of a contingent consideration liability related to the February 16, 2018 acquisition of Enochian BioPharma (the “Acquisition”). As consideration for the Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive Contingent Shares pro rata upon the exercise of warrants, which were outstanding at closing. The contingent consideration liability was recorded at fair value of $21,516,000 at the time of acquisition and is subsequently remeasured to fair value at each reporting period. At September 30, 2020, 1,438,122 Contingent Shares are issuable in connection with the Acquisition of Enochian Biopharma. The fair value of the contingent consideration liability is estimated using an option-pricing model. The key inputs to the model are all contractual or observable with the exception being volatility, which is computed, based on the Company’s underlying stock. The key inputs to valuing the contingent consideration liability on the date of acquisition and as of September 30, 2020, include the Company’s stock price on the valuation date of $3.58; the exercise price of the warrants of $1.30, the risk-free rate of .13% the expected volatility of the Company’s Common Stock of 99.3%, the digital call rate 54%, and the 1,438,122 of contingent shares remaining at the end of the period. Fair Value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. 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 Level 3 liability at September 30, 2020, which is recorded on the balance sheet at fair value on a recurring basis. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Quoted Prices in Significant Other Significant Other Unobservable (Level 1) (Level 2) (Level 3) Contingent Consideration Liability — — $ 2,755,034 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2020 — — $ 3,182,434 Contingent Shares issued pursuant to the Acquisition Agreement — — $ — Fair value adjustment — — $ (427,400 ) Balance September 30, 2020 — — $ 2,755,034 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 — PROPERTY AND EQUIPMENT Useful Life September 30, 2020 June 30, 2020 Lab Equipment and Instruments 4-7 $ 534,527 $ 534,527 Leasehold Improvements 10 $ 224,629 224,629 Furniture Fixtures and Equipment 4-7 $ 171,975 $ 171,975 Total $ 931,131 $ 931,131 Less Accumulated Depreciation $ (179,558 ) $ (153,013 ) Net Property and Equipment $ 751,573 $ 778,118 During the three months ended September 30, 2020, and 2019, respectively, the Company had depreciation expense of $26,545, and $21,481, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 —INTANGIBLE ASSETS At September 30, 2020 and June 30, 2020, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $76,834 and $77,323, respectively. The patents are recorded at cost and amortized over twenty years from the date of application. Amortization expense for the three months ended September 30, 2020 and 2019 was $3,913 and zero, respectively. At September 30, 2020 and 2019, indefinite life intangibles assets consisted of a licenses agreements classified as In-Process Research and Development (“IPR&D”) intangible assets, which are not amortizable until the intangible asset provides economic benefit, and goodwill. At September 30, 2020 and June 30, 2020, definite and indefinite-life intangible assets consisted of the following: Useful Life June 30, Period Change Effect of Currency Translation September 30, Definite Life Intangible Assets Patents 20 Years $ 299,175 $ 13,247 312,422 Less Accumulated Amortization $ (221,852 ) $ (3, 913 ) (9,823 ) (235,588 ) Net Definite-Life Intangible Assets $ 77,323 $ (3,913 ) 3,424 76,834 Indefinite Life Intangible Assets License Agreement $ 154,824,000 $ 154,824,000 Goodwill $ 11,640,000 $ 11,640,000 Total Indefinite Life Intangible Assets $ 166,464,000 $ 166,464,000 Year ending September 30, 2021 $ 11,241 2022 $ 15,154 2023 $ 15,154 2024 $ 15,154 2025 $ 15,154 Thereafter $ 4,977 Total $ 76,834 During February 2018, the Company acquired a License Agreement (as licensee) to the HIV therapy being developed as ENOB-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, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. Because the HIV License Agreement is considered, an IPR&D intangible asset it is classified as an indefinite life asset that is tested annually for impairment. Impairment – Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing a quantitative assessment 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. The results of the quantitative assessment supported Management’s conclusion that an impairment adjustment was not required as of June 30, 2020. |
LEASES
LEASES | 3 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 5 — LEASES Operating Leases On June 19, 2018, the Registrant 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, the Registrant 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 equalized monthly lease payment for the term of the lease is $20,050. The Company was entitled to $148,168 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 months ended September 30, 2020, and September 30, 2019, lease expense charged to general and administrative expenses amounted to $89,684 and $101,521, respectively. Below are the lease commitments for the next 5 years and thereafter: Year Ending June 30 th Lease Expense 2021 $ 255,137 2022 $ 348,495 2023 $ 298,305 2024 $ 246,004 2025 $ 253,384 Thereafter $ 574,821 Less imputed interest (238,535 ) Total $ 1,737,611 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Sep. 30, 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. 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. The Convertible Notes balance as of September 30, 2020 and June 30, 2020, was $1,200,000. Note Payable On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $5,000,000 (the “Unsecured 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 Unsecured Note and PIK interest in accordance with ASC 470-Debt and ASC 835-Interest, respectively. Pursuant to ASC 470-20, proceeds received from the issuance are to be recognized at their relative fair value, thus the liability is shown net of the corresponding discount of $493,192, which is the relative fair value of the shares issued for the PIK interest on the closing date using the effective interest method. The discount will be accreted over the life of the Unsecured Note. The Note Payable balance, net of discount at September 30, 2020 is $4,654,765. For the three months ended September 30, 2020, the Company recorded accrued interest and interest expense in the amount of $6,000, and $92,313, respectively. The interest expense includes $73,978 related to the amortization of the discount related to the Unsecured Note. These amounts are reflected in accrued expenses and general and administrative expenses. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Voting — Dividends — Liquidation Rights — Purchase Agreement with Lincoln Park Capital On July 8, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $20,000,000 of shares of our Common Stock from time to time from August 1, 2023. Under the Purchase Agreement, we may direct Lincoln Park, at our sole discretion subject to certain conditions, to purchase up to 200,000 shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances up to 125,000 shares of Common Stock, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $1,000,000. In the event we purchase the full amount allowed for a Regular Purchase on any given business day, we may also direct Lincoln Park to purchase additional amounts as accelerated and additional accelerated purchases. The purchase price of shares of Common Stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase Agreement. Our sale of shares of Common Stock to Lincoln Park subsequent to the Amendment Date is limited to 12,016,457 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the Amendment Date unless (i) stockholder approval is obtained, (ii) the average price of all applicable sales to Lincoln Park under the Purchase Agreement equals or exceeds the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of the closing prices on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Purchase Agreement or (ii) to the extent it would cause Lincoln Park to beneficially own more than 9.99% of the Company’s outstanding shares of Common Stock at any given time. In consideration for entering into the Purchase Agreement, we issued 139,567 shares of Common Stock to Lincoln Park as a commitment fee on July 21, 2020. During the three months ended September 30, 2020, we did not sell any shares of Common Stock to Lincoln Park under the Purchase Agreement. Common Stock Issuances — As of September 30, 2020, there were no other Common Stock issuances outside of the 139,567 shares of Common Stock issued to Lincoln Park as a commitment fee. On July 3, 2019, the Registrant issued 500,000 shares of Common Stock valued at the price of $2.00 strike price per share pursuant to the exercise of vested options for total proceeds of $1.0 million. On July 3, 2019, the Registrant issued 500,000 shares of Common Stock valued at the price of $4.42 per share in connection with the acquisition of Enochian Biopharma. This non-cash transaction impacted shareholders’ equity in the amount of $2.2 million. Acquisition of Enochian Biopharma / Contingently issuable shares — Acquisition of Enochian Denmark — 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) 5.5 Volatility 79.92%-80.03% Risk free interest rate 0.26%-.34% Dividend yield 0% The Company recognized stock-based compensation expense related to the options of $316,950 and $226,266 for the three months ended September 30, 2020 and year ended 2019, respectively. At September 30, 2020, the Company had approximately $836,754 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 of Common Stock, and (2) the number of shares of Common Stock 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 of Common Stock 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 of Common Stock available to grant immediately after the effective date of the 2019 Plan. For the three months ended September 30, 2020, the Company granted annual options to purchase 24,196 shares of Common Stock to members of the Board of Directors and Scientific Advisory Board 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. For the three months ended September 30, 2019, the Company granted annual options of 13,470 to members of the Board of Directors and Scientific Advisory Board with a one-year vesting period pursuant to their contracts, and granted 20,000 fully vested options to senior employees in pursuant to the 2014 Plan. Options will be exercisable at the market price of the Companys common stock on the date of the grant. To date the Company has granted options under the 2019 Plan (“Plan Options”) to purchase 1,129,638 shares of Common Stock. A summary of the status of the Plan Options and Grant Warrants outstanding at September 30, 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 9.44 $ 2.69 — — $ — $ 3.26 23,006 9.42 $ 3.26 — — $ — $ 3.84 11,719 9.84 $ 3.84 — — $ — $ 3.85 5,195 9.84 $ 3.85 — — $ — $ 3.95 5,063 7.84 $ 3.95 5,063 7.84 $ 3.95 $ 4.12 7,282 9.80 $ 4.12 — — $ — $ 4.63 10,000 8.90 $ 4.63 10,000 8.90 $ 4.63 $ 4.80 50,749 9.25 $ 4.80 — — $ — $ 4.85 4,124 8.90 $ 5.00 4,124 8.90 $ 5.00 $ 4.90 9,183 8.86 $ 4.90 9,183 8.86 $ 4.90 $ 5.00 6,000 8.90 $ 5.00 6000 — $ 5.00 $ 5.74 15,679 7.97 $ 5.74 15,679 7.97 $ 5.74 $ 5.80 7,759 8.03 $ 5.80 7,759 8.03 $ 5.80 $ 6.15 60,000 8.69 $ 6.15 20,000 8.69 $ 6.15 $ 6.25 24,001 8.44 $ 6.25 24,001 8.44 $ 6.25 $ 6.50 300,000 8.15 $ 6.50 300,000 8.15 $ 6.50 $ 6.95 4,317 8.53 $ 6.95 4,317 8.53 $ 6.95 $ 7.10 10,563 8.42 $ 7.10 10,563 8.42 $ 7.10 $ 8.00 519,235 9.42 $ 8.00 55,695 7.60 $ 8.00 Total $ — 1,129,638 8.96 $ 6.72 472,385 8.17 $ 6.50 A summary of the status of the Plan Options at September 30, 2020 and changes since July 1, 2020 are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,105,442 $ 6.78 9.19 $ 107,931 Granted 24,196 $ 3.93 10.0 - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 1,129,638 $ 6.72 8.96 $ 56,990 Vested and expected to vest - Exercisable end of period 472,385 $ 6.50 8.17 $ - At September 30, 2020, the Company had 472,385 exercisable Plan Options. The total intrinsic value of options at September 30, 2020 is zero. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) at September 30, 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 three-month period as of September 30, 2020, is presented below: Weighted Average Weighted Average Shares Exercise Remaining Life Outstanding at beginning of period 1,438,122 $ 1.42 1.74 Granted Exercised - - - Cancelled/Expired - - - Outstanding at end of period 1,438,122 $ 1.42 1.74 Exercisable end of period 1,438,122 $ 1.42 1.74 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 1.76 $ 1.30 1,413,122 $ 1.30 $ 8.00 25,000 .37 $ 8.00 25,000 $ 8.00 Total 1,438,122 1.74 $ 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) The Company recognized stock-based compensation expense related to the RSUs of $9,206 and $7,744 for the three months ended September 30, 2020 and 2019, respectively A summary of the status of Restricted Stock Units outstanding at September 30, 2020 is presented below: Weighted Average Weighted Average Weighted Average Shares Issuance Remaining Life Intrinsic Outstanding at beginning of period 10,000 $ 6.15 .77 $ — Granted $ $ — Exercised $ Cancelled/Expired $ $ — Outstanding at end of period 10,000 $ 6.15 .77 $ — 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 .77 $ 6.15 Total 10,000 .77 $ 6.15 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 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 Bio, LLC, a California limited liability 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. 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 months ended September 30, 2020, the Company paid $433,500 for scientific staffing resources and $400,000 for mouse studies conducted by a collaborating partner. 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 | 3 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 — RELATED PARTY TRANSACTIONS On July 9, 2018, the Company entered into a consulting agreement with G-Tech to assist the Company with the development of the gene therapy and autologous and allogenic cell therapy modalities for the prevention, treatment, amelioration of HIV in humans, and with the development of a genetically enhanced Allogenic Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases). (See Note 8) 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. (See Note 8) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10 — SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. There have been no subsequent events of a significant and reportable nature as of November 12, 2020. |
THE BUSINESS AND SUMMARY OF S_2
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Business | Business– |
Basis of Presentation | Basis of Presentation- |
Consolidation | Consolidation |
Reclassification | Reclassification |
Accounting Estimates | Accounting Estimates |
COVID-19 | COVID-19 Our senior management team is monitoring COVID-19’s impact daily 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. |
Functional Currency & Foreign currency translation | Functional Currency & Foreign currency translation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets - Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application. 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 costs represent the Fair Value of the license agreement on the date acquired and are tested annually for impairment. 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, 2020, and no impairment is deemed necessary as of September 30, 2020. (See Note 4) |
Goodwill | Goodwill th 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 September 30, 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 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. The Company adopted ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements, |
Stock Options and Restricted Share Units | Stock Options and Restricted Share Units ASC Topic 718, Compensation - Stock Compensation |
Stock-Based Compensation | Stock-Based Compensation - |
Recent Adopted Accounting Pronouncements | Recent Adopted Accounting Pronouncements The Company adopted 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 do not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant to the fair value measurement | The following table sets forth the Level 3 liability at September 30, 2020, which is recorded on the balance sheet at fair value on a recurring basis. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Quoted Prices in Significant Other Significant Other Unobservable (Level 1) (Level 2) (Level 3) Contingent Consideration Liability — — $ 2,755,034 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2020 — — $ 3,182,434 Contingent Shares issued pursuant to the Acquisition Agreement — — $ — Fair value adjustment — — $ (427,400 ) Balance September 30, 2020 — — $ 2,755,034 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Useful Life September 30, 2020 June 30, 2020 Lab Equipment and Instruments 4-7 $ 534,527 $ 534,527 Leasehold Improvements 10 $ 224,629 224,629 Furniture Fixtures and Equipment 4-7 $ 171,975 $ 171,975 Total $ 931,131 $ 931,131 Less Accumulated Depreciation $ (179,558 ) $ (153,013 ) Net Property and Equipment $ 751,573 $ 778,118 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of life intangible assets | At September 30, 2020 and June 30, 2020, definite and indefinite-life intangible assets consisted of the following: Useful Life June 30, Period Change Effect of Currency Translation September 30, Definite Life Intangible Assets Patents 20 Years $ 299,175 $ 13,247 312,422 Less Accumulated Amortization $ (221,852 ) $ (3, 913 ) (9,823 ) (235,588 ) Net Definite-Life Intangible Assets $ 77,323 $ (3,913 ) 3,424 76,834 Indefinite Life Intangible Assets License Agreement $ 154,824,000 $ 154,824,000 Goodwill $ 11,640,000 $ 11,640,000 Total Indefinite Life Intangible Assets $ 166,464,000 $ 166,464,000 |
Schedule of expected future amortization expense | Year ending September 30, 2021 $ 11,241 2022 $ 15,154 2023 $ 15,154 2024 $ 15,154 2025 $ 15,154 Thereafter $ 4,977 Total $ 76,834 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lease commitments | Below are the lease commitments for the next 5 years and thereafter: Year Ending June 30 th Lease Expense 2021 $ 255,137 2022 $ 348,495 2023 $ 298,305 2024 $ 246,004 2025 $ 253,384 Thereafter $ 574,821 Less imputed interest (238,535 ) Total $ 1,737,611 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Sep. 30, 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) 5.5 Volatility 79.92%-80.03% Risk free interest rate 0.26%-.34% Dividend yield 0% |
Summary of stock options outstanding | A summary of the status of the Plan Options and Grant Warrants outstanding at September 30, 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 9.44 $ 2.69 — — $ — $ 3.26 23,006 9.42 $ 3.26 — — $ — $ 3.84 11,719 9.84 $ 3.84 — — $ — $ 3.85 5,195 9.84 $ 3.85 — — $ — $ 3.95 5,063 7.84 $ 3.95 5,063 7.84 $ 3.95 $ 4.12 7,282 9.80 $ 4.12 — — $ — $ 4.63 10,000 8.90 $ 4.63 10,000 8.90 $ 4.63 $ 4.80 50,749 9.25 $ 4.80 — — $ — $ 4.85 4,124 8.90 $ 5.00 4,124 8.90 $ 5.00 $ 4.90 9,183 8.86 $ 4.90 9,183 8.86 $ 4.90 $ 5.00 6,000 8.90 $ 5.00 6000 — $ 5.00 $ 5.74 15,679 7.97 $ 5.74 15,679 7.97 $ 5.74 $ 5.80 7,759 8.03 $ 5.80 7,759 8.03 $ 5.80 $ 6.15 60,000 8.69 $ 6.15 20,000 8.69 $ 6.15 $ 6.25 24,001 8.44 $ 6.25 24,001 8.44 $ 6.25 $ 6.50 300,000 8.15 $ 6.50 300,000 8.15 $ 6.50 $ 6.95 4,317 8.53 $ 6.95 4,317 8.53 $ 6.95 $ 7.10 10,563 8.42 $ 7.10 10,563 8.42 $ 7.10 $ 8.00 519,235 9.42 $ 8.00 55,695 7.60 $ 8.00 Total $ — 1,129,638 8.96 $ 6.72 472,385 8.17 $ 6.50 |
Summary of stock option activity | A summary of the status of the Plan Options at September 30, 2020 and changes since July 1, 2020 are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,105,442 $ 6.78 9.19 $ 107,931 Granted 24,196 $ 3.93 10.0 - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 1,129,638 $ 6.72 8.96 $ 56,990 Vested and expected to vest - Exercisable end of period 472,385 $ 6.50 8.17 $ - |
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 three-month period as of September 30, 2020, is presented below: Weighted Average Weighted Average Shares Exercise Remaining Life Outstanding at beginning of period 1,438,122 $ 1.42 1.74 Granted Exercised - - - Cancelled/Expired - - - Outstanding at end of period 1,438,122 $ 1.42 1.74 Exercisable end of period 1,438,122 $ 1.42 1.74 |
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 1.76 $ 1.30 1,413,122 $ 1.30 $ 8.00 25,000 .37 $ 8.00 25,000 $ 8.00 Total 1,438,122 1.74 $ 1.42 1,438,122 $ 1.42 |
Summary of restricted stock units outstanding | A summary of the status of Restricted Stock Units outstanding at September 30, 2020 is presented below: Weighted Average Weighted Average Weighted Average Shares Issuance Remaining Life Intrinsic Outstanding at beginning of period 10,000 $ 6.15 .77 $ — Granted $ $ — Exercised $ Cancelled/Expired $ $ — Outstanding at end of period 10,000 $ 6.15 .77 $ — 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 .77 $ 6.15 Total 10,000 .77 $ 6.15 |
THE BUSINESS AND SUMMARY OF S_3
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Cash held in financial institutions | $ 5,965,661 | $ 8,696,361 | |
Goodwill | 11,640,000 | $ 11,640,000 | |
Research and development expense | $ 1,050,376 | $ 520,192 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Anti-dilutive securities excluded from computation od EPS | 4,115,883 | 3,441,375 | |
Stock based compensation expense | $ 326,156 | $ 234,010 | |
General and Administrative Expense [Member] | |||
Consulting Expenses | $ 31,850 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning | $ 3,182,434 |
Contingent Shares issued pursuant to the Acquisition Agreement | |
Fair value adjustment | (427,400) |
Balance at end | $ 2,755,034 |
FAIR VALUE MEASUREMENT (Detai_2
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) | Feb. 16, 2018 | Sep. 30, 2020 | Jun. 30, 2020 |
Contingent consideration liability | $ 2,755,034 | $ 3,182,434 | |
Acquisition of Enochian Biopharma [Member] | |||
Stock price | $ 3.58 | ||
Exercise price of warrants | $ 1.30 | ||
Risk-free rate | 0.13% | ||
Expected volatility | 99.30% | ||
Digital call rate | 54.00% | ||
Outstanding contingent shares | 1,438,122 | ||
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 | 1,438,122 | |
Contingent consideration liability | $ 21,516,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 931,131 | $ 931,131 |
Less Accumulated Depreciation | (179,558) | (153,013) |
PROPERTY AND EQUIPMENT, Net accumulated Depreciation | 751,573 | 778,118 |
Lab equipment and instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 534,527 | 534,527 |
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 | 224,629 |
Furniture fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 171,975 | $ 171,975 |
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 | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 26,545 | $ 21,481 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Definite-life intangible assets | $ 76,834 | $ 77,323 |
Period Change | (3,913) | |
Effect of Currency Translation | 3,424 | |
Indefinite Life Intangible Assets | 166,464,000 | 166,464,000 |
Accumulated Amortization [Member] | ||
Accumulated Amortization | (235,588) | (221,852) |
Period Change | (3,913) | |
Effect of Currency Translation | $ (9,823) | |
Patents [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 312,422 | 299,175 |
Period Change | 0 | |
Effect of Currency Translation | 13,247 | |
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 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Schedule of expected future amortization expense | ||
2021 | $ 11,241 | |
2022 | 15,154 | |
2023 | 15,154 | |
2024 | 15,154 | |
2025 | 15,154 | |
Thereafter | 4,977 | |
Definite-life intangible assets, net | $ 76,834 | $ 77,323 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Definite-life intangible assets | $ 76,834 | $ 77,323 | |
Patents [Member] | |||
Definite-life intangible assets | 312,422 | $ 299,175 | |
Amortization expense | $ 3,913 | $ 0 |
LEASES (Details)
LEASES (Details) | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 255,137 |
2022 | 348,495 |
2023 | 298,305 |
2024 | 246,004 |
2025 | 253,384 |
Thereafter | 574,821 |
Less imputed interest | (238,535) |
Total | $ 1,737,611 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Nov. 13, 2017 | Jun. 19, 2018 | Sep. 30, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||||
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, the Registrant 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, the Registrant 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 equalized monthly lease payment for the term of the lease is $20,050. The Company was entitled to $148,168 in contributions toward tenant improvements. | ||
Weighted-average remaining term | 6 years 2 months 27 days | |||
Weighted-average discount rate | 3.99% | |||
Lease expense | $ 89,684 | $ 101,521 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Feb. 06, 2020 | Mar. 30, 2020 | Jun. 30, 2020 | |
Accrued interest | $ 273,345 | $ 470,636 | |||
Amortization of the discount | 73,978 | ||||
Convertible Notes Payable [Member] | |||||
Principal amount | $ 600,000 | ||||
Issuance Date | Feb. 6, 2020 | ||||
Maturity Date | Feb. 6, 2023 | ||||
Interest rate | 6.00% | ||||
Conversion price | $ 12 | ||||
Convertible notes payable | 1,200,000 | $ 1,200,000 | |||
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 | 188,485 | ||||
Stock issued for debt conversion | $ 501,370 | ||||
Proceeds received from issuance of shares | $ 493,192 | ||||
Notes payable | 4,654,765 | ||||
Accrued interest | 6,000 | ||||
Interest expense | 92,313 | ||||
Amortization of the discount | $ 73,978 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Enochian Biosciences [Member] | 3 Months Ended |
Sep. 30, 2020 | |
Expected term (in years) | 5 years 6 months |
Dividend yield | 0.00% |
Minimum [Member] | |
Volatility | 79.92% |
Risk free interest rate | 0.26% |
Maximum [Member] | |
Volatility | 80.03% |
Risk free interest rate | 0.34% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | ||
Options Outstanding, Number Outstanding | 1,129,638 | 1,105,442 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 15 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.72 | $ 6.78 |
Options Exercisable, Number Exercisable | 472,385 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 2 months 1 day | |
Options Exercisable, Weighted Average Exercise Price | $ 6.50 | |
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) | 9 years 5 months 9 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) | 9 years 5 months 1 day | |
Options Outstanding, Weighted Average Exercise Price | $ 3.26 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 3.84 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 3.84 | |
Options Outstanding, Number Outstanding | 11,719 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 10 months 3 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.84 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 3.85 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 3.85 | |
Options Outstanding, Number Outstanding | 5,195 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 10 months 3 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.85 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 3.95 [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) | 7 years 10 months 3 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.95 | |
Options Exercisable, Number Exercisable | 5,063 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 10 months 3 days | |
Options Exercisable, Weighted Average Exercise Price | $ 3.95 | |
Exercise Price Range 4.12 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.12 | |
Options Outstanding, Number Outstanding | 7,282 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 9 months 18 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.12 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Exercise Price Range 4.63 [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) | 8 years 10 months 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.63 | |
Options Exercisable, Number Exercisable | 10,000 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 10 months 25 days | |
Options Exercisable, Weighted Average Exercise Price | $ 4.63 | |
Exercise Price Range 4.80 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.8 | |
Options Outstanding, Number Outstanding | 50,749 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 2 months 30 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.8 | |
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 | $ 4.85 | |
Options Outstanding, Number Outstanding | 4,124 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 10 months 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5 | |
Options Exercisable, Number Exercisable | 4,124 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 10 months 25 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5 | |
Exercise Price Range 4.90 [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) | 8 years 10 months 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.9 | |
Options Exercisable, Number Exercisable | 9,183 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 10 months 10 days | |
Options Exercisable, Weighted Average Exercise Price | $ 4.9 | |
Exercise Price Range 5.00 [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) | 8 years 10 months 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5 | |
Options Exercisable, Number Exercisable | 6,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 5 | |
Exercise Price Range 5.74 [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) | 7 years 11 months 19 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5.74 | |
Options Exercisable, Number Exercisable | 15,679 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 11 months 19 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.74 | |
Exercise Price Range 5.80 [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 11 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 11 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.8 | |
Exercise Price Range 6.15 [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) | 8 years 8 months 9 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.15 | |
Options Exercisable, Number Exercisable | 20,000 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 8 months 9 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.15 | |
Exercise Price Range 6.25 [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 5 months 9 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 5 months 9 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.25 | |
Exercise Price Range 6.50 [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 1 month 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 1 month 24 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.5 | |
Exercise Price Range 6.95 [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) | 8 years 6 months 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.95 | |
Options Exercisable, Number Exercisable | 4,317 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 6 months 10 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.95 | |
Exercise Price Range 7.10 [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 5 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 5 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 | 519,235 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 5 months 1 day | |
Options Outstanding, Weighted Average Exercise Price | $ 8 | |
Options Exercisable, Number Exercisable | 55,695 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 7 months 6 days | |
Options Exercisable, Weighted Average Exercise Price | $ 8 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Employee Stock Option [Member] | 3 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Options Outstanding at beginning of period | shares | 1,105,442 |
Options Outstanding, Granted | shares | 24,196 |
Options Outstanding, Exercised | shares | |
Options Outstanding, Forfeited | shares | |
Options Outstanding, Expired | shares | |
Options Outstanding at end of period | shares | 1,129,638 |
Vested and expected to vest | shares | |
Options Exercisable, Number Exercisable | shares | 472,385 |
Weighted Average Exercise Price, Outstanding at beginning of period | $ / shares | $ 6.78 |
Weighted Average Exercise Price, Granted | $ / shares | 3.93 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding at end of period | $ / shares | 6.72 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 6.50 |
Weighted Average remaining life, Outstanding at beginning of period | 9 years 2 months 8 days |
Weighted Average remaining life, Granted | 10 years |
Weighted Average remaining life, Outstanding at end of period | 8 years 11 months 15 days |
Weighted Average Remaining Life, Exercisable end of period | 8 years 2 months 1 day |
Weighted Average Intrinsic Value, Outstanding at beginning of period | $ | $ 107,931 |
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 | $ | 56,990 |
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] - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Outstanding at beginning of period | 1,438,122 | |
Granted | ||
Exercised | ||
Cancelled/Expired | ||
Outstanding at end of period | 1,438,122 | 1,438,122 |
Exercisable end of period | 1,438,122 | |
Weighted average exercise price, Outstanding at beginning of period | $ 1.42 | |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Expired | ||
Weighted average exercise price, Outstanding at end of period | 1.42 | $ 1.42 |
Weighted average exercise price, Exercisable end of period | $ 1.42 | |
Weighted Average remaining life, Outstanding | 1 year 8 months 26 days | 1 year 8 months 26 days |
Weighted Average remaining life, Exercisable end of period | 1 year 8 months 26 days |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Warrant [Member] | 3 Months Ended |
Sep. 30, 2020$ / 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) | 1 year 8 months 26 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) | 1 year 9 months 3 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 8.00 [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) | 4 months 13 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] | 3 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Outstanding at beginning of period | 10,000 |
Granted | |
Exercised | |
Cancelled/Expired | |
Outstanding at end of period | 10,000 |
Exercisable end of period | |
Weighted average Issuance price, Outstanding at beginning of period | $ / shares | $ 6.15 |
Weighted average Issuance price, Granted | $ / shares | |
Weighted average Issuance price, Exercised | $ / shares | |
Weighted average Issuance price, Expired | $ / shares | |
Weighted average Issuance price, Outstanding at end of period | $ / shares | $ 6.15 |
Weighted average Issuance price, Exercisable end of period | |
Weighted Average remaining life, Outstanding | 9 months 7 days |
Weighted Average remaining life, Exercisable end of period | 9 months 7 days |
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 | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Stock Units | 10,000 | 10,000 |
Weighted Average remaining life, Outstanding | 9 months 7 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 | 9 months 7 days | |
Weight Average Issuance Price | $ 6.15 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Jul. 08, 2020 | Jul. 03, 2019 | Feb. 16, 2018 | Feb. 06, 2014 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 |
Class of Stock [Line Items] | |||||||
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, shares authorized | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 46,636,976 | 46,497,409 | |||||
Common stock, shares outstanding | 46,636,976 | 46,497,409 | |||||
Shares issued for business acquisition, value | $ 2,210,000 | ||||||
Common stock reserved for issuance | 77,249 | 82,237 | |||||
Share exchange agreement, shares issued to parent company | 24,196 | ||||||
Stock based compensation expense | $ 316,950 | 226,266 | |||||
Unrecognized compensation cost related to non-vested options | $ 836,754 | ||||||
Vested warrants shares | 1,438,122 | ||||||
Common stock issued | 4,988 | ||||||
Stock Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for options exercised | 500,000 | ||||||
Shares price | $ 2 | ||||||
Proceeds from stock option exercised | $ 1,000,000 | ||||||
Employee Stock Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for options exercised | |||||||
Options granted and outstanding | |||||||
Stock based compensation expense | $ 9,206 | $ 7,744 | |||||
Board of Directors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Options granted and outstanding | 13,470 | ||||||
Senior Employees [Member] | |||||||
Class of Stock [Line Items] | |||||||
Options granted and outstanding | 20,000 | ||||||
DanDrit Denmark [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 107,804 | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock reserved for issuance | 1,206,000 | ||||||
2019 Equity Incentive Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Options granted and outstanding | 1,129,638 | ||||||
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 of Common Stock, and (2) the number of shares of Common Stock 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 of Common Stock 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 of Common Stock available to grant immediately after the effective date of the 2019 Plan. | ||||||
Employee Stock Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for options exercised | |||||||
Options granted and outstanding | 24,196 | ||||||
Option Exercisable | 472,385 | ||||||
Intrinsic value of stock option | $ 0 | ||||||
Enochian Biosciences [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for business acquisition, shares | 500,000 | ||||||
Shares issued price per share | $ 4.42 | ||||||
Shares issued for business acquisition, value | $ 2,200,000 | ||||||
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 | 1,438,122 | |||||
Lincoln Park [Member] | Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Maximum limit of shares reserved for sale | $ 20,000,000 | ||||||
Purchase agreement, description | Under the Purchase Agreement, we may direct Lincoln Park, at our sole discretion subject to certain conditions, to purchase up to 200,000 shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances up to 125,000 shares of Common Stock, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $1,000,000 | ||||||
Shares issued for commitment fee | 139,567 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Feb. 06, 2020 | Jul. 09, 2018 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 |
Research and development expenses | $ 1,050,376 | $ 520,192 | ||||
Common stock reserved for issuance | 77,249 | 82,237 | ||||
Common stock issued | 4,988 | |||||
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 | 50,000 | $ 375,000 | ||||
Monthly research costs | 144,500 | |||||
Payment for scientific staffing resources | 433,500 | |||||
Payment for materials | $ 400,000 |