Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-38758 | |
Entity Registrant Name | Enochian Biosciences Inc. | |
Entity Central Index Key | 0001527728 | |
Entity Tax Identification Number | 45-2259340 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2080 Century Park East | |
Entity Address, Address Line Two | Suite 906 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90067 | |
City Area Code | (305) | |
Local Phone Number | 918-1980 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,219,661 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
CURRENT ASSETS: | ||
Cash | $ 15,377,050 | $ 20,664,410 |
Other receivables | 0 | 1,640 |
Prepaid expenses | 78,112 | 232,943 |
Total Current Assets | 15,455,162 | 20,898,993 |
Property and equipment, net | 696,713 | 719,364 |
OTHER ASSETS: | ||
Definite life intangible assets, net | 60,537 | 65,906 |
Indefinite life intangible assets | 154,824,000 | 154,824,000 |
Goodwill | 11,640,000 | 11,640,000 |
Deposits and other assets | 20,984 | 20,984 |
Operating lease rights-of-use assets | 1,367,321 | 1,435,978 |
Total Other Assets | 167,912,842 | 167,986,868 |
TOTAL ASSETS | 184,064,717 | 189,605,225 |
CURRENT LIABILITIES: | ||
Accounts payable – trade | 547,866 | 320,559 |
Accrued expenses | 364,769 | 1,182,323 |
Other current liabilities | 0 | 90,602 |
Current portion of operating lease liabilities | 297,896 | 292,409 |
Total Current Liabilities | 1,210,531 | 1,885,893 |
NON-CURRENT LIABILITIES: | ||
Contingent consideration liability | 8,862,587 | 6,037,945 |
Convertible notes payable | 1,200,000 | 1,200,000 |
Notes payable, net | 4,653,388 | 4,579,114 |
Operating lease liabilities, net of current portion | 1,163,259 | 1,239,334 |
Total Non-Current Liabilities | 17,089,765 | 14,942,286 |
Commitments and Contingencies | 0 | 0 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.0001, 100,000,000 shares authorized, 52,219,661 shares issued and outstanding at September 30, 2021 and June 30, 2021 | 5,222 | 5,222 |
Additional paid-in capital | 268,308,331 | 265,580,356 |
Accumulated deficit | (101,323,774) | (90,911,805) |
Accumulated other comprehensive loss | (14,827) | (10,834) |
Total Stockholders’ Equity | 166,974,952 | 174,662,939 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 184,064,717 | $ 189,605,225 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
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 | 52,219,661 | 52,219,661 |
Common stock, shares outstanding | 52,219,661 | 52,219,661 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Expenses | ||
General and administrative | $ 4,466,697 | $ 1,777,923 |
Research and development | 3,006,243 | 1,050,376 |
Depreciation and amortization | 31,733 | 30,458 |
Total Operating Expenses | 7,504,673 | 2,858,757 |
LOSS FROM OPERATIONS | (7,504,673) | (2,858,757) |
Other Income (Expense) | ||
Change in fair value of contingent consideration | (2,824,642) | 427,400 |
Interest expense | (89,739) | (92,313) |
Gain on currency transactions | 9 | 0 |
Interest and other income | 7,110 | 4,306 |
Total Other Income (Expense) | (2,907,262) | 339,393 |
Loss Before Income Taxes | (10,411,935) | (2,519,365) |
Income Tax (Provision) Benefit | (34) | 122,794 |
NET LOSS | $ (10,411,969) | $ (2,396,570) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.20) | $ (0.05) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 52,219,661 | 46,605,118 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Net Loss | $ (10,411,969) | $ (2,396,570) |
Comprehensive Loss | ||
Foreign Currency Translation, Adjustments | (3,993) | 28,389 |
Comprehensive Loss | $ (10,415,962) | $ (2,368,181) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
July 1, 2020 at Jun. 30, 2020 | $ 4,650 | $ 230,497,225 | $ (64,188,198) | $ (41,416) | $ 166,272,261 |
Balance at beginning, shares at Jun. 30, 2020 | 46,497,409 | ||||
Stock-based Compensation | 326,156 | 326,156 | |||
Net Loss | (2,396,570) | (2,396,570) | |||
Foreign Currency Translation Adjustment | 28,389 | 28,389 | |||
September 30, 2020 at Sep. 30, 2020 | $ 4,664 | 230,823,367 | (66,584,768) | (13,027) | 164,230,236 |
Balance at ending, shares at Sep. 30, 2020 | 46,636,976 | ||||
Issuance of Commitment Shares Related to LPC Purchase Agreemen | $ 14 | (14) | |||
Issuance of commitment shares related to LPC purchase agreement,shares | 139,567 | ||||
July 1, 2020 at Jun. 30, 2021 | $ 5,222 | 265,580,356 | (90,911,805) | (10,834) | 174,662,939 |
Balance at beginning, shares at Jun. 30, 2021 | 52,219,661 | ||||
Stock-based Compensation | 2,727,975 | 2,727,975 | |||
Net Loss | (10,411,969) | (10,411,969) | |||
Foreign Currency Translation Adjustment | 3,993 | 3,993 | |||
September 30, 2020 at Sep. 30, 2021 | $ 5,222 | $ 268,308,331 | $ (101,323,774) | $ (14,827) | $ 166,974,952 |
Balance at ending, shares at Sep. 30, 2021 | 52,219,661 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
NET LOSS | $ (10,411,969) | $ (2,396,570) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and amortization | 31,733 | 30,458 |
Change in contingent consideration liability | 2,824,642 | (427,400) |
Stock based compensation expense | 2,727,975 | 326,156 |
Right-of-use assets | 68,657 | 65,981 |
Amortization of discount of notes payable | 74,274 | 73,978 |
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||
Other receivables | 1,640 | 1,982 |
Prepaid expenses/deposits | 157,799 | 142,994 |
Accounts payable | 227,306 | (310,501) |
Accrued expenses | (817,554) | (197,291) |
Other current liabilities | (90,602) | 0 |
Operating lease liabilities | (70,588) | (65,452) |
NET CASH USED IN OPERATING ACTIVITIES | (5,276,687) | (2,755,665) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (5,156) | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (5,156) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
None | 0 | 0 |
NET CASH PROVIDED BY(USED IN) FINANCING ACTIVITIES | 0 | 0 |
Effect of exchange rates on cash | (5,517) | (24,965) |
NET CHANGE IN CASH | (5,287,360) | (2,730,700) |
CASH, BEGINNING OF PERIOD | 20,664,410 | 8,696,361 |
CASH, END OF PERIOD | 15,377,050 | 5,695,661 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 36,462 | 42,365 |
Income Taxes | $ 34 | $ 37 |
THE BUSINESS AND SUMMARY OF SIG
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2021 | |
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 Accounting Estimates COVID-19 The full extent to which the COVID-19 pandemic may impact our business and operations is subject to future developments, which are uncertain and difficult to predict. Further quarantines, shelter-in-place or similar restrictions and other actions taken or imposed by foreign, federal, state and local governments could adversely impact our or our partners’ clinical, research and development, regulatory and manufacturing operations or timelines. We continue to monitor the impact of the COVID-19 pandemic on our business and operations and will seek to adjust our activities as appropriate. In addition, the pandemic could result in significant and prolonged disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect the financial resources available to us. Functional Currency & Foreign Currency Translation Cash and Cash Equivalents 15,086,062 20,287,212 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, 2021 (see Note 4.) Goodwill th Impairment of Goodwill and Indefinite Lived Intangible Assets 154,824,000 11,640,000 For indefinite-lived intangible assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. The fair value analysis performed on the license agreement, and the annual fair value analysis performed on goodwill supported that both indefinite life intangible assets are not impaired as of June 30, 2021, and no impairment is deemed necessary as of September 30, 2021 (see Note 4.) 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 for 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 are 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 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 3,006,243 1,050,376 Income Taxes Loss Per Share 7,116,667 4,115,883 Fair Value of Financial Instruments Stock Options and Restricted Share Units Stock-Based Compensation 2,727,975 326,156 Recently Adopted Accounting Pronouncements |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
FAIR VALUE MEASUREMENTS | NOTE 2 — FAIR VALUE MEASUREMENTS ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than 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. There were no Level 1, 2 or 3 assets, nor any Level 1 or 2 liabilities as of September 30, 2021. Level 3 liabilities held as of September 30, 2021 consisted of a contingent consideration liability related to the February 16, 2018 acquisition of Enochian BioPharma Inc. (the “Acquisition”). As consideration for the Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 21,516,000 1,350,000 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, 2021, include the Company’s stock price on the valuation date of $ 6.73 1.30 0.07 80.7 97 1,350,000 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 approximate their recorded values due to their short-term maturities. The following table sets forth the Level 3 liability at September 30, 2021, 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: Summary of significant to the fair value measurement Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Inputs Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) The roll forward of the contingent consideration liability is as follows: Balance June 30, 2021 — — $ 6,037,945 Contingent Shares issued pursuant to the Acquisition Agreement — — — Fair value adjustment — — 2,824,642 Contingent Consideration Liability at September 30, 2021 — — $ 8,862,587 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 — PROPERTY AND EQUIPMENT Summary of property and equipment Useful Life September 30, 2021 June 30, 2021 Lab Equipment and Instruments 4 7 $ 588,576 $ 583,421 Leasehold Improvements 10 224,629 224,629 Furniture Fixtures and Equipment 4 7 171,975 171,975 Total 985,180 980,025 Less Accumulated Depreciation (288,467 ) (260,661 ) Net Property and Equipment $ 696,713 $ 719,364 Depreciation expense amounted to $ 27,806 26,545 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 — INTANGIBLE ASSETS At September 30, 2021 and June 30, 2021, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $ 60,537 65,906 3,927 3,913 At September 30, 2021 and 2020, indefinite life intangibles assets consisted of a license agreement classified 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, 2021 and June 30, 2021, definite and indefinite-life intangible assets consisted of the following: Schedule of life intangible assets Useful Life June 30, Period Change Effect of Currency Translation September 30, Definite Life Intangible Assets Patents 20 $ 316,115 $ — $ (7,248 ) $ 308,867 Less Accumulated Amortization (250,209 ) (3,927 ) 5,806 (248,330 ) Net Definite-Life Intangible Assets $ 65,906 $ (3,927 ) $ (1,442 ) $ 60,537 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 Expected future amortization expense is as follows: Schedule of expected future amortization expense Year ending June 30, 2022 $ 9,785 2023 15,154 2024 15,154 2025 15,154 2026 5,290 Thereafter — Total $ 60,537 During February 2018, the Company acquired a License Agreement (as licensee) to an HIV therapy 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 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, 2021, and no impairment is deemed necessary as of September 30, 2021. |
LEASES
LEASES | 3 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 5 — LEASES Operating Leases On November 13, 2017, Enochian entered into a Lease Agreement for a term of five years and two months from November 1, 2017 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. 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 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 5.46 Incremental borrowing rate 4.00 Lease and non-lease components Lease expense charged to general and administrative expenses for the three months ended September 30, 2021 and 2020, amounted to $ 84,083 89,684 Below are the lease commitments for the next 5 years and thereafter: Lease commitments Year Ending June 30 th Lease Expense 2021 $ 262,791 2022 298,305 2023 246,004 2024 253,384 2025 260,985 Thereafter 313,836 Less imputed interest (174,150 ) Total $ 1,461,155 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 — NOTES PAYABLE Convertible Notes Payable 600,000 February 6, 2023 6 The holder of the Convertible Notes had 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 1,200,000 6,000 18,272 18,334 Note Payable 5,000,000 November 30, 2021 6 188,485 501,370 493,192 493,192 On February 11, 2021, the Company entered into an amendment to the Unsecured Note in the principal amount of $ 5,000,000 6 74,054 298,178 74,274 73,978 4,653,388 Finance Agreement 607,250 4.99 62,077 For the three months ended September 30, 2021, the Company recorded total interest expense in the amount of $ 1,267 Total interest expense recorded for the three months ended September 30, 2021 and 2020, was $ 93,813 92,313 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 Common Stock 100,000,000 0.0001 52,219,661 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 Under the Purchase Agreement, we may direct Lincoln Park, at our sole discretion subject to certain conditions, to purchase up to 200,000 125,000 1,000,000 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% In consideration for entering into the Purchase Agreement, we issued 139,567 During the three months ended September 30, 2021 and 2020, we did not sell any shares of Common Stock to Lincoln Park under the Purchase Agreement. Private Placement Pursuant to a private placement offering, the Company issued 1,275,719 5,000,800 Purchase Agreement Pursuant to Registered Direct Offering On June 14, 2021, the Company and certain institutional investors entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 3,866,668 shares of Common Stock, in a registered direct offering, for gross proceeds of approximately $29 million (the “Financing”). The purchase price for each share of Common Stock was $7.50. The Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in the Financing. The Company also agreed to pay the Placement Agent certain expenses. The Company paid $ 2,090,000 66,011 26,843,998 Common Stock Issuances — 139,567 Acquisition of Enochian Biopharma Inc. / Contingently issuable shares — 1,350,000 Acquisition of Enochian Denmark — 17,414 167,639 Stock-based Compensation 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: Summary of weighted-average assumptions used to estimate the fair values of the stock options granted Enochian Biosciences Inc. Expected term (in years) 5.0 6.5 Volatility 82.39 89.75 Risk free interest rate 0.77 1.05 Dividend yield 0 The Company recognized stock-based compensation expense related to the options of $ 2,727,975 316,950 9,102,698 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 On October 30, 2019, the Board approved and on October 31, 2019, the Company’s shareholders adopted 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 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. Pursuant to the 2019 Plan, the Company granted options to purchase 3,009,300 3 During the quarters ended September 30, 2021, and 2020 the Company granted options to purchase 26,735 24,196 The Company issued options to purchase 21,979 24,500 To date the Company has granted options under the Plan (“Plan Options”) to purchase 4,411,667 A summary of the status of the Plan Options and Grant Warrants outstanding at September 30, 2021 is presented below: Summary of stock options outstanding Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 2.00 4.50 288,543 8.95 $ 3.24 131,136 8.53 $ 3.15 $ 4.51 6.50 3,538,330 9.44 $ 4.80 451,999 7.34 $ 6.18 $ 6.51 8.00 584,794 8.53 $ 7.88 556,094 8.45 $ 7.93 Total 4,411,667 9.28 $ 5.11 1,139,228 8.02 $ 6.68 A summary of the status of the Plan Options at September 30, 2021 and changes since July 1, 2021 are presented below: Summary of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at beginning of period 1,329,153 $ 6.24 8.42 $ 511,239 Granted 3,082,514 $ 4.61 10.0 Exercised $ — $ — — $ — Forfeited $ — $ — — $ Expired $ — $ — — $ — Outstanding at end of period $ 4,411,667 $ 5.11 9.28 $ 7,838,801 Exercisable end of period $ 1,139,228 $ 6.68 8.02 $ 767,631 At September 30, 2021, the Company had 1,139,228 767,631 Common Stock Purchase Warrants A summary of the warrants outstanding at September 30, 2021, are presented below: Summary of common stock purchase warrants outstanding Shares Weighted Average Exercise Weighted Average Remaining Outstanding at beginning of period 1,350,000 $ 1.30 1.02 Granted — $ — — Exercised — $ — — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 1,350,000 $ 1.30 .76 Summary of common stock purchase warrants Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,350,000 .76 $ 1.30 1,350,000 $ 1.30 The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants. Restricted Stock Units (RSUs) The Company recognized stock-based compensation expense related to RSUs of $ 2,991 3,218 A summary of the status of Restricted Stock Units outstanding at September 30, 2021 is presented below: Summary of restricted stock units outstanding Shares Weighted Average Issuance Weighted Average Remaining Weighted Average Intrinsic Outstanding at beginning of period 5,000 $ 6.15 .27 $ — Granted — — — — Exercised — — — — Cancelled/Expired — — — — Outstanding at end of period 5,000 6.15 .27 $ — Summary of restricted stock units activity Restricted Stock Units Outstanding Grant Price Stock Units Weighted Average Remaining Contractual Life (years) Weighted Average Issuance Price 6.15 5,000 .27 $ 6.15 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES 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, and 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”). G-Tech was entitled to consulting fees for 20 months, with a monthly consulting fee of not greater than $ 130,000 25,000 75,000 50,000 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. 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. The cash funding for research costs pursuant to the HBV License Agreement consists of monthly payments amounting to $ 144,500 433,500 833,500 1,500,000 On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Agreement”), by and among the Company, G-Tech and SRI, whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which are aimed at preventing and treating pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention and Treatment”). The License Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period. Additionally, the License Agreement provides for an up-front payment of $ 10,000,000 760,000 The License Agreement provides for cooperation related to the development of intellectual property related to the Prevention and Treatment and for a 3% royalty to G-Tech on any net sales that may occur under the License Agreement. As of September 30, 2021, the Company paid $ 75,000 G-Tech is controlled by Dr. Serhat Gümrükcü and Anderson Wittekind, shareholders of the Company, and SRI is controlled by Dr. Serhat Gümrükcü. Shares held for non-consenting shareholders – Service Agreements – As of July 1, 2021, Dr. Mark Dybul became the Company’s full-time CEO and is now compensated as an employee of the Company. As a result, his previous Executive Vice Chair appointment and agreement were terminated effective immediately. The Company has a consulting agreement for services of a Senior Medical Advisor for $210,000 per year on a part-time basis. Contingencies |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 — RELATED PARTY TRANSACTIONS The Company paid G-Tech $ 2,218,500 883,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company performed a review of levents subsequent to the balance sheet date and through the date of this report, and determined that there were no such events requiring recognition or disclosure. |
THE BUSINESS AND SUMMARY OF S_2
THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Business | Business |
Basis of Presentation | Basis of Presentation |
Consolidation | Consolidation |
Accounting Estimates | Accounting Estimates |
COVID-19 | COVID-19 The full extent to which the COVID-19 pandemic may impact our business and operations is subject to future developments, which are uncertain and difficult to predict. Further quarantines, shelter-in-place or similar restrictions and other actions taken or imposed by foreign, federal, state and local governments could adversely impact our or our partners’ clinical, research and development, regulatory and manufacturing operations or timelines. We continue to monitor the impact of the COVID-19 pandemic on our business and operations and will seek to adjust our activities as appropriate. In addition, the pandemic could result in significant and prolonged disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect the financial resources available to us. |
Functional Currency & Foreign Currency Translation | Functional Currency & Foreign Currency Translation |
Cash and Cash Equivalents | Cash and Cash Equivalents 15,086,062 20,287,212 |
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, 2021 (see Note 4.) |
Goodwill | Goodwill th |
Impairment of Goodwill and Indefinite Lived Intangible Assets | Impairment of Goodwill and Indefinite Lived Intangible Assets 154,824,000 11,640,000 For indefinite-lived intangible assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. The fair value analysis performed on the license agreement, and the annual fair value analysis performed on goodwill supported that both indefinite life intangible assets are not impaired as of June 30, 2021, and no impairment is deemed necessary as of September 30, 2021 (see Note 4.) |
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 for 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 are 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 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 3,006,243 1,050,376 |
Income Taxes | Income Taxes |
Loss Per Share | Loss Per Share 7,116,667 4,115,883 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Stock Options and Restricted Share Units | Stock Options and Restricted Share Units |
Stock-Based Compensation | Stock-Based Compensation 2,727,975 326,156 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Summary of significant to the fair value measurement | Summary of significant to the fair value measurement Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Inputs Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) The roll forward of the contingent consideration liability is as follows: Balance June 30, 2021 — — $ 6,037,945 Contingent Shares issued pursuant to the Acquisition Agreement — — — Fair value adjustment — — 2,824,642 Contingent Consideration Liability at September 30, 2021 — — $ 8,862,587 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Summary of property and equipment Useful Life September 30, 2021 June 30, 2021 Lab Equipment and Instruments 4 7 $ 588,576 $ 583,421 Leasehold Improvements 10 224,629 224,629 Furniture Fixtures and Equipment 4 7 171,975 171,975 Total 985,180 980,025 Less Accumulated Depreciation (288,467 ) (260,661 ) Net Property and Equipment $ 696,713 $ 719,364 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of life intangible assets | Schedule of life intangible assets Useful Life June 30, Period Change Effect of Currency Translation September 30, Definite Life Intangible Assets Patents 20 $ 316,115 $ — $ (7,248 ) $ 308,867 Less Accumulated Amortization (250,209 ) (3,927 ) 5,806 (248,330 ) Net Definite-Life Intangible Assets $ 65,906 $ (3,927 ) $ (1,442 ) $ 60,537 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 Expected future amortization expense is as follows: |
Schedule of expected future amortization expense | Schedule of expected future amortization expense Year ending June 30, 2022 $ 9,785 2023 15,154 2024 15,154 2025 15,154 2026 5,290 Thereafter — Total $ 60,537 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Leases | |
Lease commitments | Lease commitments Year Ending June 30 th Lease Expense 2021 $ 262,791 2022 298,305 2023 246,004 2024 253,384 2025 260,985 Thereafter 313,836 Less imputed interest (174,150 ) Total $ 1,461,155 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of weighted-average assumptions used to estimate the fair values of the stock options granted | Summary of weighted-average assumptions used to estimate the fair values of the stock options granted Enochian Biosciences Inc. Expected term (in years) 5.0 6.5 Volatility 82.39 89.75 Risk free interest rate 0.77 1.05 Dividend yield 0 |
Summary of stock option activity | Summary of stock options outstanding Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 2.00 4.50 288,543 8.95 $ 3.24 131,136 8.53 $ 3.15 $ 4.51 6.50 3,538,330 9.44 $ 4.80 451,999 7.34 $ 6.18 $ 6.51 8.00 584,794 8.53 $ 7.88 556,094 8.45 $ 7.93 Total 4,411,667 9.28 $ 5.11 1,139,228 8.02 $ 6.68 A summary of the status of the Plan Options at September 30, 2021 and changes since July 1, 2021 are presented below: Summary of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at beginning of period 1,329,153 $ 6.24 8.42 $ 511,239 Granted 3,082,514 $ 4.61 10.0 Exercised $ — $ — — $ — Forfeited $ — $ — — $ Expired $ — $ — — $ — Outstanding at end of period $ 4,411,667 $ 5.11 9.28 $ 7,838,801 Exercisable end of period $ 1,139,228 $ 6.68 8.02 $ 767,631 |
Summary of stock option activity | Summary of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at beginning of period 1,329,153 $ 6.24 8.42 $ 511,239 Granted 3,082,514 $ 4.61 10.0 Exercised $ — $ — — $ — Forfeited $ — $ — — $ Expired $ — $ — — $ — Outstanding at end of period $ 4,411,667 $ 5.11 9.28 $ 7,838,801 Exercisable end of period $ 1,139,228 $ 6.68 8.02 $ 767,631 |
Summary of common stock purchase warrants outstanding | Summary of common stock purchase warrants outstanding Shares Weighted Average Exercise Weighted Average Remaining Outstanding at beginning of period 1,350,000 $ 1.30 1.02 Granted — $ — — Exercised — $ — — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 1,350,000 $ 1.30 .76 |
Summary of common stock purchase warrants | Summary of common stock purchase warrants Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,350,000 .76 $ 1.30 1,350,000 $ 1.30 |
Summary of restricted stock units outstanding | Summary of restricted stock units outstanding Shares Weighted Average Issuance Weighted Average Remaining Weighted Average Intrinsic Outstanding at beginning of period 5,000 $ 6.15 .27 $ — Granted — — — — Exercised — — — — Cancelled/Expired — — — — Outstanding at end of period 5,000 6.15 .27 $ — |
Summary of restricted stock units activity | Summary of restricted stock units activity Restricted Stock Units Outstanding Grant Price Stock Units Weighted Average Remaining Contractual Life (years) Weighted Average Issuance Price 6.15 5,000 .27 $ 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, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | |||
Cash held in financial institutions | $ 15,086,062 | $ 20,287,212 | |
In-Process Research & Development | 154,824,000 | ||
Goodwill | 11,640,000 | $ 11,640,000 | |
Research and development expense | $ 3,006,243 | $ 1,050,376 | |
Potential dilutive shares | 7,116,667 | 4,115,883 | |
Stock-based compensation | $ 2,727,975 | $ 326,156 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Balance at beginning | $ 0 |
Contingent Shares issued pursuant to the Acquisition Agreement | 0 |
Fair value adjustment | 0 |
Balance at end | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Balance at beginning | 0 |
Contingent Shares issued pursuant to the Acquisition Agreement | 0 |
Fair value adjustment | 0 |
Balance at end | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Balance at beginning | 6,037,945 |
Contingent Shares issued pursuant to the Acquisition Agreement | 0 |
Fair value adjustment | 2,824,642 |
Balance at end | $ 8,862,587 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Feb. 16, 2018 | Sep. 30, 2021 |
Acquisition of Enochian Biopharma [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock price | $ 6.73 | |
Exercise price of warrants | $ 1.30 | |
Risk-free rate | 0.07% | |
Expected volatility | 80.70% | |
Digital call rate | 97.00% | |
Outstanding contingent shares | 1,350,000 | |
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares issued on business combination | 18,081,962 | 1,350,000 |
Contingent consideration liability | $ 21,516,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 985,180 | $ 980,025 |
Less Accumulated Depreciation | (288,467) | (260,661) |
Net Property and Equipment | 696,713 | 719,364 |
Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 588,576 | 583,421 |
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 and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 171,975 | $ 171,975 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Furniture and Fixtures [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, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 27,806 | $ 26,545 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Definite-life intangible assets | $ 60,537 | $ 65,906 |
Period Change | (3,927) | |
Effect of Currency Translation | (1,442) | |
Indefinite Life Intangible Assets | $ 166,464,000 | 166,464,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 308,867 | 316,115 |
Period Change | 0 | |
Effect of Currency Translation | (7,248) | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | (3,927) | |
Effect of Currency Translation | 5,806 | |
Accumulated Amortization | (248,330) | (250,209) |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite Life Intangible Assets | 154,824,000 | 154,824,000 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite Life Intangible Assets | $ 11,640,000 | $ 11,640,000 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 9,785 | |
2023 | 15,154 | |
2024 | 15,154 | |
2025 | 15,154 | |
2026 | 5,290 | |
Thereafter | 0 | |
Total | $ 60,537 | $ 65,906 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Definite-life intangible assets | $ 60,537 | $ 65,906 | |
Amortization expense | $ 3,927 | $ 3,913 |
LEASES (Details)
LEASES (Details) | Sep. 30, 2021USD ($) |
Leases | |
2021 | $ 262,791 |
2022 | 298,305 |
2023 | 246,004 |
2024 | 253,384 |
2025 | 260,985 |
Thereafter | 313,836 |
Less imputed interest | 174,150 |
Total | $ 1,461,155 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Nov. 13, 2018 | Jun. 19, 2019 | Sep. 30, 2021 | Sep. 30, 2020 |
Leases | ||||
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 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. | 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 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 | 5 years 5 months 15 days | |||
Weighted-average discount rate | 4.00% | |||
Lease expense | $ 84,083 | $ 89,684 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 04, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Feb. 11, 2021 |
Debt Instrument [Line Items] | |||||
Convertible Notes Payable, Noncurrent | $ 1,200,000 | $ 1,200,000 | |||
Accrued interest | 6,000 | $ 6,000 | |||
Interest Expense, Other | 18,272 | $ 18,334 | |||
Issuance of common stock | 74,054 | ||||
Unsecured note principal amount | $ 607,250 | $ 5,000,000 | |||
Interest at the fixed rate | 4.99% | 6.00% | |||
Market price | 298,178 | ||||
Discount amortization | 74,274 | 73,978 | |||
Unsecured note balance, net of discount | 4,653,388 | ||||
Monthly installments | $ 62,077 | ||||
Interest expense related to agreement | 1,267 | ||||
interest expense | 93,813 | $ 92,313 | |||
Convertible Notes Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 600,000 | ||||
Maturity date | Feb. 6, 2023 | ||||
Interest rate | 6.00% | ||||
Debt Instrument, Convertible, Conversion Price | $ 12 | ||||
Note Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 5,000,000 | ||||
Maturity date | Nov. 30, 2021 | ||||
Interest rate | 6.00% | ||||
Stock issued for debt conversion, shares | 188,485 | ||||
Stock issued for debt conversion | $ 501,370 | ||||
Issuance of common stock | $ 493,192 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Enochian Biosciences [Member] | 3 Months Ended |
Sep. 30, 2021 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected term (in years) | 5 years |
Volatility | 82.39% |
Risk free interest rate | 0.77% |
Maximum [Member] | |
Expected term (in years) | 6 years 6 months |
Volatility | 89.75% |
Risk free interest rate | 1.05% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Share-based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 4,411,667 | 1,329,153 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 3 months 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5.11 | $ 6.24 |
Options Exercisable | 1,139,228 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 7 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.68 | |
Exercise Price Range 1 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 288,543 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 11 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.24 | |
Options Exercisable | 131,136 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 6 months 10 days | |
Options Exercisable, Weighted Average Exercise Price | $ 3.15 | |
Exercise Price Range 1 [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | 2 | |
Exercise Price Range 1 [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.50 | |
Exercise Price Range 2 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 3,538,330 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 5 months 8 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.80 | |
Options Exercisable | 451,999 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 4 months 2 days | |
Options Exercisable, Weighted Average Exercise Price | $ 6.18 | |
Exercise Price Range 2 [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | 4.51 | |
Exercise Price Range 2 [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.50 | |
Exercise Price Range 3 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 584,794 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 6 months 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 7.88 | |
Options Exercisable | 556,094 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 5 months 12 days | |
Options Exercisable, Weighted Average Exercise Price | $ 7.93 | |
Exercise Price Range 3 [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | 6.51 | |
Exercise Price Range 3 [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 8 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Share-based Payment Arrangement, Option [Member] | 3 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Options Outstanding at beginning of period | shares | 1,329,153 |
Weighted Average Exercise Price, Outstanding at beginning of period | $ / shares | $ 6.24 |
Weighted Average remaining life, Outstanding at beginning of period | 8 years 5 months 1 day |
Weighted Average Intrinsic Value, Outstanding at beginning of period | $ | $ 511,239 |
Options Outstanding, Granted | shares | 3,082,514 |
Weighted Average Exercise Price, Granted | $ / shares | $ 4.61 |
Weighted Average remaining life, Granted | 10 years |
Options Outstanding, Exercised | shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0 |
Weighted Average Intrinsic Value, Exercised | $ | $ 0 |
Options Outstanding, Forfeited | shares | 0 |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 0 |
Options Outstanding, Expired | shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | $ 0 |
Weighted average intrinsic value, Expired | $ | $ 0 |
Options Outstanding at end of period | shares | 4,411,667 |
Weighted Average Exercise Price, Outstanding at end of period | $ / shares | $ 5.11 |
Weighted Average remaining life, Outstanding at end of period | 9 years 3 months 10 days |
Weighted Average Intrinsic Value, Outstanding at end of period | $ | $ 7,838,801 |
Options Exercisable | shares | 1,139,228 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 6.68 |
Weighted Average Remaining Life, Exercisable end of period | 8 years 7 days |
Weighted Average Intrinsic Value, Exercisable end of period | $ | $ 767,631 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Common Stock Purchase Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Outstanding at beginning of period | 1,350,000 | |
Weighted average exercise price, Outstanding at beginning of period | $ 1.30 | |
Weighted Average remaining life, Outstanding | 9 months 3 days | 1 year 7 days |
Granted | 0 | |
Weighted average exercise price, Granted | $ 0 | |
Exercised | 0 | |
Weighted average exercise price, Exercised | $ 0 | |
Cancelled/Expired | 0 | |
Weighted average exercise price, Expired | $ 0 | |
Outstanding at end of period | 1,350,000 | 1,350,000 |
Weighted average exercise price, Outstanding at end of period | $ 1.30 | $ 1.30 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Warrant [Member] - Exercise Price Range 4 [Member] | 3 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 1,350,000 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 9 months 3 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 1,350,000 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - Restricted Stock Units (RSUs) [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of period | 5,000 | |
Weighted average exercise price, Outstanding at beginning of period | $ 6.15 | |
Weighted Average remaining life, Outstanding | 3 months 7 days | |
Weighted Average Intrinsic Value, Outstanding at Beginning of period | $ 0 | |
Granted | 0 | |
Weighted average exercise price, Granted | $ 0 | |
Weighted Average Intrinsic Value, granted | $ 0 | |
Exercised | 0 | |
Weighted average exercise price, Exercised | $ 0 | |
Weighted Average Intrinsic Value, exercised | $ 0 | |
Cancelled/Expired | 0 | |
Weighted average exercise price, Expired | $ 0 | |
Weighted Average Intrinsic Value, cancelled/ expired | $ 0 | |
Outstanding at end of period | 5,000 | 5,000 |
Weighted average exercise price, Outstanding at end of period | $ 6.15 | $ 6.15 |
Weighted Average remaining life, Exercisable end of period | 3 months 7 days | |
Weighted Average Intrinsic Value, Outstanding at end of period | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Details 6
STOCKHOLDERS' EQUITY (Details 6) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Units | 5,000 | 5,000 |
Weighted Average remaining life, Outstanding | 3 months 7 days | |
Exercise Price Range 5 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Price | 6.15 | |
Stock Units | 5,000 | |
Weighted Average remaining life, Outstanding | 3 months 7 days | |
Weight Average Issuance Price | $ 6.15 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 09, 2021 | Jul. 08, 2021 | Jun. 30, 2021 | Jun. 09, 2021 | Jul. 21, 2020 | Feb. 06, 2014 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 52,219,661 | 52,219,661 | |||||||
Common stock, shares outstanding | 52,219,661 | 52,219,661 | |||||||
Obligation to purchase | $ 20,000,000 | ||||||||
Purchase of shares | 200,000 | ||||||||
Exceed amount | $ 1,000,000 | ||||||||
Purchase agreement description | the Company and certain institutional investors entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 3,866,668 shares of Common Stock, in a registered direct offering, for gross proceeds of approximately $29 million (the “Financing”). The purchase price for each share of Common Stock was $7.50. | limited to 12,016,457 shares of Common Stock, representing 19.99% | |||||||
Commissions and incurred offering expenses | $ 2,090,000 | ||||||||
Issuance costs | 66,011 | ||||||||
Net proceeds | $ 26,843,998 | ||||||||
Common stock reserved for issuance | 17,414 | 17,414 | |||||||
Stock based compensation expense | $ 2,727,975 | $ 316,950 | |||||||
Unrecognized compensation cost | 9,102,698 | ||||||||
Stock based compensation | $ 2,727,975 | 326,156 | |||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Options Granted | 4,411,667 | ||||||||
Options Exercisable | 1,139,228 | ||||||||
Employee Stock Option One [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Intrinsic value of stock option | $ 767,631 | ||||||||
Black Scholes [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of option issued | 21,979 | ||||||||
Vesting for services | $ 24,500 | ||||||||
Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock based compensation | $ 2,991 | $ 3,218 | |||||||
2014 Equity Incentive Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock reserved for issuance | 1,206,000 | ||||||||
DanDrit Denmark [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 167,639 | ||||||||
Employees [Member] | N 2019 Equity Incentive Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Options Granted | 3,009,300 | 24,196 | |||||||
Options vesting period | 3 years | ||||||||
Board Of Directors And Scientific Advisory Members [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Options Granted | 26,735 | ||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common shares contingently issuable | 1,350,000 | ||||||||
Purchase Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issued shares | 139,567 | 139,567 | |||||||
Private Placement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issued shares | 1,275,719 | ||||||||
Proceeds from private placement | $ 5,000,800 | ||||||||
Lincoln Parks [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase of shares | 125,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 09, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 15, 2019 |
Net Investment Income [Line Items] | ||||
Research and development expenses | $ 3,006,243 | $ 1,050,376 | ||
Milestone payments | 1,500,000 | |||
Up-front payment | $ 75,000 | $ 10,000,000 | ||
Payment for expenditures | $ 760,000 | |||
Compensation description | As of July 1, 2021, Dr. Mark Dybul became the Company’s full-time CEO and is now compensated as an employee of the Company. As a result, his previous Executive Vice Chair appointment and agreement were terminated effective immediately. The Company has a consulting agreement for services of a Senior Medical Advisor for $210,000 per year on a part-time basis. | |||
Consulting Agreement [Member] | G-Tech [Member] | ||||
Net Investment Income [Line Items] | ||||
Consulting expenses | $ 130,000 | |||
Monthly consulting fee | $ 25,000 | |||
Research and development expenses | 75,000 | 50,000 | ||
Monthly research costs | 144,500 | |||
Payment for scientific staffing resources | $ 433,500 | $ 833,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Related party costs | $ 2,218,500 | $ 883,500 |