Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Feb. 01, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Akoustis Technologies, Inc. | |
Entity Central Index Key | 1,584,754 | |
Document Type | 10-Q | |
Trading Symbol | AKTS | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,320,700 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Assets: | ||
Cash and cash equivalents | $ 11,698,531 | $ 9,631,520 |
Accounts receivable | 298,797 | |
Inventory | 74,979 | 188,476 |
Prepaid expenses | 182,307 | 158,457 |
Deposits | 42,549 | 42,808 |
Total current assets | 12,297,163 | 10,021,261 |
Property and equipment, net | 12,283,207 | 7,853,814 |
Intangibles, net | 231,701 | 206,527 |
Other assets | 32,861 | 10,715 |
Total Assets | 24,844,932 | 18,092,317 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 3,027,331 | 1,336,368 |
Deferred revenue | 77,447 | 14,500 |
Total current liabilities | 3,104,778 | 1,350,868 |
Long-term Liabilities: | ||
Contingent real estate liability | 1,809,847 | 1,730,542 |
Total long-term liabilities | 1,809,847 | 1,730,542 |
Total Liabilities | 4,914,625 | 3,081,410 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred Stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 45,000,000 shares authorized; 22,320,700 and 19,075,050 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively | 22,321 | 19,075 |
Additional paid in capital | 46,599,657 | 31,499,889 |
Accumulated deficit | (26,691,671) | (16,508,057) |
Total Stockholders' Equity | 19,930,307 | 15,010,907 |
Total Liabilities and Stockholders' Equity | $ 24,844,932 | $ 18,092,317 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Dec. 31, 2017 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 5,000,000 | 5,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 45,000,000 | 45,000,000 |
Common stock, issued | 22,320,700 | 19,075,050 |
Common stock, outstanding | 22,320,700 | 19,075,050 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 444,553 | $ 159,068 | $ 745,493 | $ 159,068 |
Cost of revenue | 329,836 | 523,065 | ||
Gross profit | 114,717 | 159,068 | 222,428 | 159,068 |
Operating expenses | ||||
Research and development | 3,473,031 | 775,984 | 6,477,396 | 1,428,560 |
General and administrative expenses | 2,189,904 | 2,066,768 | 4,022,526 | 3,330,011 |
Total operating expenses | 5,662,935 | 2,842,752 | 10,499,922 | 4,758,571 |
Loss from operations | (5,548,218) | (2,683,684) | (10,277,494) | (4,599,503) |
Other income (expense) | ||||
Interest income | 263 | 209 | 997 | 299 |
Rental income | 86,844 | 172,188 | ||
Change in fair value of contingent real estate liability | (79,305) | (79,305) | ||
Change in fair value of derivative liabilities | (712,246) | (869,462) | ||
Total other income (expense) | 7,802 | (712,037) | 93,880 | (869,163) |
Net loss | $ (5,540,416) | $ (3,395,721) | $ (10,183,614) | $ (5,468,666) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.27) | $ (0.21) | $ (0.52) | $ (0.35) |
Weighted average common shares outstanding -basic and diluted (in shares) | 20,167,681 | 15,892,503 | 19,667,770 | 15,797,106 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Dec. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Jun. 30, 2017 | $ 19,075 | $ 31,499,889 | $ (16,508,057) | $ 15,010,907 |
Balance at beginning (in shares) at Jun. 30, 2017 | 19,075,050 | 19,075,050 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for cash, net of issuance costs | $ 3,183 | 13,254,880 | $ 13,258,063 | |
Common stock issued for cash, net of issuance costs (in shares) | 3,183,269 | |||
Warrants issued to underwriter | (645,757) | (645,757) | ||
Common stock issued for services | $ 111 | 2,580,711 | 2,580,822 | |
Common stock issued for services (in shares) | 111,000 | |||
Common stock issued for exercise of warrants | $ 10 | 47,655 | 47,665 | |
Common stock issued for exercise of warrants (in shares) | 9,533 | |||
Vesting of restricted shares | (137,779) | (137,779) | ||
Repurchase of Common Shares | $ (58) | 58 | ||
Repurchase of Common Shares (in shares) | (58,152) | |||
Net loss | (10,183,614) | (10,183,614) | ||
Balance at ending at Dec. 31, 2017 | $ 22,321 | $ 46,599,657 | $ (26,691,671) | $ 19,930,307 |
Balance at ending (in shares) at Dec. 31, 2017 | 22,320,700 | 22,320,700 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,183,614) | $ (5,468,666) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 470,419 | 25,834 |
Amortization of intangibles | 8,076 | 3,112 |
Share-based compensation | 2,076,829 | 2,247,862 |
Change in fair value of derivative liabilities | 869,462 | |
Change in fair value of contingent liability | 79,305 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (298,797) | (29,000) |
Inventory | 113,497 | 359 |
Prepaid expenses | (23,850) | (38,431) |
Deposits | 259 | |
Other assets | (22,146) | (10,000) |
Accounts payable and accrued expenses | 982,729 | 244,109 |
Deferred revenue | 62,947 | 29,000 |
Net Cash Used In Operating Activities | (6,734,346) | (2,126,359) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for property and equipment | (4,471,121) | (444,429) |
Cash paid for intangibles | (33,250) | (39,650) |
Net Cash Used In Investing Activities | (4,504,371) | (484,079) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the issuance of common stock | 13,258,063 | 3,456,460 |
Proceeds from exercise of warrants | 47,665 | |
Net Cash Provided By Financing Activities | 13,305,728 | 3,456,460 |
Net Increase in Cash | 2,067,011 | 846,022 |
Cash - Beginning of Period | 9,631,520 | 4,155,444 |
Cash - End of Period | 11,698,531 | 5,001,466 |
Cash Paid During the Period for: | ||
Income taxes | ||
Interest | 199 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock compensation payable | 266,248 | 208,699 |
Warrants issued for stock issuance costs | 645,757 | 107,432 |
Reclassification of derivative liability to additional paid in capital | 1,795,363 | |
Accrued capital expenditures | $ 428,691 |
Organization
Organization | 6 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Akoustis Technologies, Inc. (formerly known as Danlax, Corp.) (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 10, 2013. Effective December 15, 2016, the Company changed its state of incorporation from the State of Nevada to the State of Delaware. Through its subsidiaries, Akoustis, Inc. and Akoustis Manufacturing New York, Inc. (each a Delaware corporation), the Company, headquartered in Huntersville, North Carolina, is focused on developing, designing and manufacturing innovative radio frequency filter products for the mobile wireless device industry. The mission of the Company is to commercialize and manufacture its patented BulkONE® acoustic wave technology to address the critical frequency-selectivity requirements in today’s mobile smartphones and other wireless devices - improving the efficiency and signal quality and helping enable the Internet of Things. The Company is listed on the Nasdaq Capital Market, effective as of March 13, 2017, under the symbol AKTS. Acquisition of Assets On June 26, 2017, pursuant to a Definitive Asset Purchase Agreement and Definitive Real Property Purchase Agreement (collectively, the “Agreements”) with The Research Foundation for the State University of New York (“RF-SUNY”) and Fuller Road Management Corporation (“FRMC”), an affiliate of RF-SUNY, respectively, the Company completed the acquisition of certain specified assets, including STC-MEMS, a semiconductor wafer-manufacturing operation and microelectromechanical systems (“MEMS”) business with associated wafer-manufacturing tools, as well as the real estate and improvements associated with the facility located in Canandaigua, New York, which is used in the operation of STC-MEMS (the assets and real estate and improvements referred to together herein as the “STC-MEMS Business”), which was created in 2010 by RF-SUNY to form a vertically integrated “one-stop-shop” in smart system and smart-device innovation and manufacturing. The facility was designed to provide its customers the capacity, infrastructure and operational capabilities in all areas of semiconductor and advanced manufacturing, while covering a diverse number of markets including aerospace, biomedical, communications, defense, and energy. The Company also agreed to assume substantially all the on-going obligations of the STC-MEMS Business incurred in the ordinary course of business including with respect to the 29 employees employed by RF-SUNY. The Company acquired the STC-MEMS Business through its wholly-owned subsidiary, Akoustis Manufacturing New York, Inc., (“Akoustis NY”), a Delaware corporation. See Note 4 for a detailed description of the transaction. |
Going Concern and Management Pl
Going Concern and Management Plans | 6 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management Plans | Note 2. Going Concern and Management Plans The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2017, the Company had working capital of $9.2 million and an accumulated deficit of $26.7 million. Since inception, the Company has recorded approximately $1,039,000 and $615,000 of revenue from contract research and government grants and engineering review services, respectively. As of February 1, 2018, the Company had cash and cash equivalents of $9.7 million which the Company believes is sufficient to fund its current operations into the first quarter of fiscal 2019. As a result, the Company will need to obtain additional capital to fund operations past that date. The Company is actively managing and controlling the Company’s cash outflows to mitigate these risks. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. There is no assurance that the Company’s projections and estimates are accurate. The Company’s primary sources of funds for operations since inception have been with contract research and government grants, sales of our equity securities, and debt. The Company needs to obtain additional capital to accomplish its business plan objectives and will continue its efforts to secure additional funds. However, the amount of funds raised, if any, may not be sufficient to enable the Company to attain profitable operations. To the extent that the Company is unsuccessful in obtaining additional financing, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 3. Summary of significant accounting policies Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of these financial statements. Operating results for the six months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018 or any future interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on September 20, 2017 (the “2017 Annual Report”). Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Akoustis, Inc. and Akoustis Manufacturing New York, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. Revised Prior Period Amounts The Company identified and recorded an out-of-period adjustment related to stock-based compensation that should have been recorded in the year ended June 30, 2017. The adjustment was reflected as a $725,000 increase in additional paid in capital and corresponding increase in accumulated deficit. Tabular summaries of the revisions are presented below: Consolidated Balance Sheet June 30, 2017 Previously Reported Revisions Revised Reported Additional paid in capital $ 30,774,885 $ 725,004 $ 31,499,889 Accumulated deficit (15,783,053 ) (725,004 ) (16,508,057 ) Consolidated Statement of Operations Year ended June 30, 2017 Previously Reported Revisions Revised Reported Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 ) Net loss per ordinary share: Basic $ (0.54 ) $ (0.04 ) $ (0.58 ) The Company analyzed the revisions under SEC Staff Accounting Bulletin No. 108 and determined that the revisions are immaterial on a quantitative and qualitative basis and that it is probable that the judgment of a reasonable person relying upon the financial statements would not have been changed or influenced by the inclusion or correction of the items in the year ended June 30, 2017. Therefore, amendment of the 2017 Annual Report is not considered necessary. However, if the adjustments to correct the errors were recorded in the first quarter of 2018, the Company believes the impact would have been significant to the first quarter and would impact comparisons to prior periods. The Company has also revised in this quarterly report on Form 10-Q the previously reported annual consolidated balance sheet as of June 30, 2017 on Form 10-K for these amounts. The Company will revise comparative prior period amounts prospectively. Significant Accounting Policies and Estimates The Company’s significant accounting policies are disclosed in Note 3-Summary of Significant Accounting Policies in the 2017 Annual Report. Since the date of the 2017 Annual Report, there have been no material changes to the Company’s significant accounting policies. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes thereto. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions, deferred taxes and related valuation allowances, contingent real estate liability and the fair values of long lived assets. Actual results could differ from the estimates. Accounts Receivable Trade accounts receivable are stated net of allowances for doubtful accounts. Management estimates the allowance for doubtful accounts based on review and analysis of specific customer balances that may not be collectible, customer payment history and any other customer-specific information that may impact ability to collect the receivable. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. There was no allowance for doubtful accounts at December 31, 2017. Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and six months ended December 31, 2017 and 2016 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Options 1,166,859 160,000 Warrants 756,809 510,597 Totals 1,923,668 670,597 Shares Outstanding Shares outstanding include shares of restricted stock with respect to which restrictions have not lapsed. Restricted stock included in reportable shares outstanding was 1,023,506 shares and 1,822,055 shares as of December 31, 2017 and 2016, respectively. Shares of restricted stock are included in the calculation of weighted average shares outstanding. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. The reclassifications did not have an impact on net loss as previously reported . Recently Issued Accounting Pronouncements In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Acquisition of the STC-MEMS Bus
Acquisition of the STC-MEMS Business | 6 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of the STC-MEMS Business | Note 4. Acquisition of the STC-MEMS Business On March 23, 2017, the Company entered into the Agreements with RF-SUNY, a New York State education corporation, on behalf of The State University of New York Polytechnic Institute, and FRMC, an affiliate of RF-SUNY to acquire the STC- MEMS Business. The acquisition allows the Company to internalize manufacturing, increase capacity and control its wafer supply chain for single crystal bulk acoustic wave (“BAW”) radio frequency (“RF”) filters. The Company will utilize the NY facility to consolidate all aspects of wafer manufacturing for its high-band RF filters. The STC-MEM’s Business was created in 2010 by RF-SUNY to form a vertically integrated “one-stop-shop” in smart system and smart-device innovation and manufacturing. The facility was designed to provide its customers the capacity, infrastructure and operational capabilities in all areas of semiconductor and advanced manufacturing, while covering a diverse number of markets including aerospace, biomedical, communications, defense, and energy. Located in Canandaigua, New York, just outside of Rochester, the STC-MEMS facility includes certified cleanroom manufacturing, advanced test and metrology, as well as a MEMS and optoelectronic packaging facility. The Company acquired the STC-MEMS Business through Akoustis NY. The Company also agreed to assume substantially all the on-going obligations of the STC-MEMS Business incurred in the ordinary course of business, including with respect to the 29 employees employed by RF-SUNY. The acquisition closed on June 26, 2017. The purchase price paid for the transaction was an aggregate of approximately $4.58 million consisting of (i) $2.75 million in cash consideration, (ii) $96,000 in inventory, and (iii) a contingent real estate liability of approximately $1.73 million. The following presents the unaudited pro-forma combined results of operations of the Company with the STC-MEMS Business as if the entities were combined on July 1, 2016. For the Three Months Ended December 31, For the Six Months Ended December 31, 2016 2016 Revenue $ 817,673 $ 1,288,485 Net loss $ (4,139,503 ) $ (7,314,370 ) Net loss per common share $ (0.26 ) $ (0.46 ) Weighted average common shares outstanding 15,892,503 15,797,106 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of July 1, 2016 or to project potential operating results as of any future date or for any future periods. |
Property and equipment
Property and equipment | 6 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Note 5. Property and equipment Property and equipment consisted of the following as of December 31, 2017 and June 30, 2017: Estimated Useful Life December 31, 2017 June 30, 2017 Land n/a $ 1,000,000 $ 1,000,000 Research and development equipment 3 - 10 years 6,510,343 1,851,427 Computer equipment 5 years 69,642 16,783 Furniture and fixtures 5 - 10 years 3,725 3,725 STC-MEMS equipment 3 - 5 years 2,120,868 2,124,650 Building 11 years 3,191,819 3,000,000 Leasehold improvements * 3,240 3,240 12,899,637 7,999,825 Less: Accumulated depreciation (616,430 ) (146,011 ) Total $ 12,283,207 $ 7,853,814 (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. The Company recorded depreciation expense of $237,109 and $12,949 for the three months ended December 31, 2017 and 2016, respectively. The Company recorded depreciation expense of $470,419 and $25,834 for the six months ended December 31, 2017 and 2016, respectively. As of December 31, 2017, research and development fixed assets totaling $5,386,457 were not placed in service and therefore not depreciated during the period. |
Intangible assets
Intangible assets | 6 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 6. Intangible assets The Company’s intangible assets consisted of the following: Estimated December 31, 2017 June 30, 2017 Patents 15 years $ 168,541 $ 135,291 Customer relationships 14 years 81,773 81,773 Less: Accumulated amortization (20,173 ) (12,097 ) Subtotal 230,141 204,967 Trademarks 1,560 1,560 Intangible assets, net $ 231,701 $ 206,527 The Company recorded amortization expense of $4,161 and $1,762 for the three months ended December 31, 2017 and 2016, respectively. The Company recorded amortization expense of $8,076 and $3,112 for the six months ended December 31, 2017 and 2016, respectively. The following table outlines estimated future annual amortization expense for the next five years and thereafter: December 31, 2018 $ 17,077 2019 17,077 2020 17,077 2021 17,077 2022 17,077 Thereafter 144,756 $ 230,141 |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 6 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | Note 7. Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following at December 31, 2017 and June 30, 2017: December 31, 2017 June 30, 2017 Accounts payable $ 1,054,169 $ 494,515 Accrued salaries and benefits 141,020 274,050 Accrued bonuses 362,589 — Accrued stock-based compensation 678,116 399,157 Accrued capital expenditures 428,691 — Other accrued expenses 362,746 168,646 Totals $ 3,027,331 $ 1,336,368 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 8. Derivative Liabilities Upon closing of the private placements on May 22, 2015 and June 9, 2015, the Company issued 298,551 and 26,099 warrants, respectively, to purchase the same number of shares of common stock with an exercise price of $1.50 and a five-year term to the placement agent. Upon closing of a private placement in April 2016, the Company issued 153,713 warrants to purchase the same number of shares of common stock with an exercise price of $1.60 and a five-year term to the placement agent. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement, requiring the Company to classify the warrants as a derivative liability. During the year ended June 30, 2017, the Company amended the warrant agreements to eliminate the derivative feature. Upon execution of the revised agreements, a total of 471,697 warrants with a fair value of $2,200,219 were reclassified from liability to equity. During the three months ended December 31, 2017 and 2016, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $0 and $712,246, respectively, relating to the change in fair value. During the six months ended December 31, 2017 and 2016, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $0 and $869,462, respectively, relating to the change in fair value. |
Concentrations
Concentrations | 6 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Concentrations | Note 9. Concentrations For the three months ended December 31, 2017, no vendors represented greater than 10% of the Company’s purchases. For the three months ended December 31, 2016, two vendors represented 28% and 14% of the Company’s purchases. For the six months ended December 31, 2017, no vendors represented greater than 10% of the Company’s purchases. For the six months ended December 31, 2016, two vendors represented 28% and 14% of the Company’s purchases. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity Equity issuances During the quarter ended December 31, 2017, the Company sold a total of 2,640,819 shares of its common stock at the $5.50 per share for aggregate gross proceeds of $14.5 million before deducting commissions and expenses of approximately $1.2 million. The proceeds of the offering will be used to fund development and commercialization of the Company’s technology, capital expenditures and general corporate expenditures. In addition to the commissions and expenses paid, the Company issued to the placement agents warrants to purchase 154,177 shares of the Company’s common stock. The warrants represent a cost of the offering, have a grant date fair value of $645,757 and are shown as an offset on the consolidated statements of changes in stockholders’ equity. The fair values of the warrants were estimated at the dates of grant using a binomial option pricing model with the following weighted average assumptions: Expected term (years) 5.50 Risk-free interest rate 2.12 % Volatility 69 % Dividend yield 0 % During the quarter ended December 31, 2017, the Company also issued 542,450 shares of its common stock to investors in the Company’s private placement offering that closed in May 2017. These issuances were made pursuant to the price-protection provisions granted to such investors in their subscription agreements. Stock incentive plans During the six months ended December 31, 2017, the Company granted employees and directors options to purchase 1,006,859 shares of common stock. The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following weighted average assumptions: Exercise price $6.24 – $7.12 Expected term (years) 4.00 – 7.00 Risk-free interest rate 1.72 – 2.10 % Volatility 70 - 88 % Dividend yield 0 % Expected term: The Company’s expected term is based on the period the options are expected to remain outstanding. The Company estimated this amount utilizing the “Simplified Method” in that the Company does not have sufficient historical experience to provide a reasonable basis to estimate an expected term. Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Volatility: The Company calculates the expected volatility of the stock price using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. The following is a summary of the option activity: Options Weighted Average Exercise Price Outstanding - June 30, 2017 160,000 $ 1.50 Exercisable - June 30, 2017 80,000 $ 1.50 Granted 1,006,859 6.74 Exercised — — Forfeited/Cancelled — — Outstanding – December 31, 2017 1,166,859 $ 6.02 Exercisable – December 31, 2017 80,000 $ 1.50 As of December 31, 2017, the total intrinsic value of options outstanding and exercisable was $756,800 and $378,400, respectively. As of December 31, 2017, the Company has approximately $3.8 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of 2.94 years. For the three months ended December 31, 2017 and 2016, the Company recorded $466,177 and $7,040, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations. For the six months ended December 31, 2017 and 2016, the Company recorded $484,840 and $14,080, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations. Issuance of restricted shares - employees and consultants Restricted stock awards are considered outstanding at the time of execution by the Company and the recipient of a restricted stock agreement, as the holders of such restricted stock award are entitled to dividend and voting rights. As of December 31, 2017, the number of shares granted for which the restrictions have not lapsed was 1,023,506 shares. The Company recognizes the compensation expense for all share-based compensation granted based on the grant date fair value for directors and employees and the reporting period remeasured fair value for consultants. Share-based compensation expense is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The fair value of the award is recorded as share-based compensation expense over the respective restricted period. Any portion of the grant awarded to consultants, directors, employees, and other service providers as to which the repurchase option has not lapsed is accrued on the condensed consolidated balance sheet as a component of accounts payable and accrued expenses. As of December 31, 2017 and June 30, 2017, the accrued stock-based compensation was $678,116 and $399,157, respectively. The Company has the right to repurchase some or all of such shares in certain circumstances upon termination of the recipient’s service with the Company, for up to 60 months from the date of termination (“repurchase option”). The shares as to which the repurchase option has not lapsed are subject to forfeiture upon certain terminations of consulting and employment relationships. In September 2015, the Company amended the original restricted stock award agreement for certain award recipients. Pursuant to the amendment, 75% of the shares as to which the repurchase option had not lapsed as of September 30, 2015 were released from the repurchase option on the third anniversary of the original effective date of the respective agreements. The remaining 25% of the shares will be released from the repurchase option on the fourth anniversary of the original effective date. Unvested restricted stock awards granted under the Akoustis, Inc. 2014 Stock Plan (the “2014 Plan”) and the Akoustis Technologies, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) are subject to repurchase options upon certain terminations of the respective recipient’s service with the Company. Under the terms of the respective award agreements, repurchases will generally be made for no value or for par value. In connection with the resignations of two employees, the Company delivered notices to such employees in September 2017, notifying them that the Company would repurchase an aggregate 58,152 shares of restricted stock from them pursuant to the terms of their respective award agreements. The Company completed these repurchases during the second quarter of fiscal 2018. The following is a summary of restricted stock units (“RSU’s”) and restricted stock awards (“RSA’s”): Grant Date Shares Issued Fair Value (1) Shares Vested June 2014 (RSA) 307,876 $ 483,284 247,111 July 2014 (RSA) 32,408 48,612 24,306 August 2014 (RSA) 81,020 121,179 63,296 September 2014 (RSA) 129,633 196,313 121,531 March 2015 (RSA) 72,919 378,109 18,230 October 2015 (RSA) 293,000 411,000 146,500 November 2015 (RSA) 36,200 54,300 18,100 December 2015 (RSA) 300,000 105,000 247,500 January 2016 (RSA) 40,000 68,000 10,000 March 2016 (RSA) 60,000 — 60,000 June 2016 (RSA) 118,000 533,160 45,000 August 2016 (RSA) 351,000 1,218,110 40,000 January 2017 (RSA) 192,000 1,153,951 25,000 February 2017 (RSA) 110,000 697,500 — March 2017 (RSA) 20,000 — — September 2017 (RSA) 111,000 790,320 — September 2017 (RSU) 253,000 1,796,910 — October 2017 (RSU) 301,000 1,872,220 — November 2017 (RSU) 97,494 608,362 — December 2017 (RSU) 120,000 775,800 — 3,026,550 $ 11,312,130 1,066,574 (1) The fair value of the restricted stock awards as shown above is based on either the balance sheet date for consultants or grant date for employees. In relation to the above restricted stock agreements for the three months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense for the shares that have vested of $931,894 and $1,536,602, respectively. In relation to the above restricted stock agreements for the six months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense for the shares that have vested of $1,450,226 and $2,233,782, respectively. As of December 31, 2017, the Company had approximately $7.0 million in unrecognized stock-based compensation expense related to the unvested shares. |
Commitments
Commitments | 6 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 11. Commitments Operating leases The Company leases two office locations in Huntersville, NC pursuant to five- and three-year lease agreements. The three-year lease agreement expires in April 2018. The operating leases provide for annual real estate tax and cost of living increases and contain predetermined increases in the rentals payable during the term of the leases. The aggregate rent expense is recognized on a straight-line basis over the lease term. The total lease rental expense was $51,718 and $28,404 for the six months ended December 31, 2017 and 2016, respectively. The total lease rental expense was $34,611 and $14,202 for the three months ended December 31, 2017 and 2016, respectively. The Company currently leases equipment for its Canandaigua, NY facility on a month-to-month basis. The original lease agreement had a three-month term beginning on June 16, 2017. The aggregate rent expense is recognized on a straight-line basis over the lease term. The total lease rental expense was $70,087 and $0 for the six months ended December 31, 2017 and 2016, respectively. The total lease rental expense was $35,087 and $0 for the three months ended December 31, 2017 and 2016, respectively. Real Estate Contingent Liability In connection with the acquisition of the STC-MEMS Business, the Company agreed to pay to FRMC a penalty, as set forth below, if the Company sells the property subject to the related Definitive Real Property Purchase Agreement within three (3) years after the date of such agreement for an amount in excess of $1,750,000, subject to certain enumerated exceptions. The penalty imposed shall be equivalent to the amount that the sales price of the property exceeds $1,750,000 up to the maximum penalty (“Maximum Penalty”) defined below: Maximum Penalty Year 1 $ 5,960,000 Year 2 $ 3,973,333 Year 3 $ 1,986,667 The fair value of the contingent liability was calculated by an independent third-party appraisal firm, utilizing a present value calculation based on the probability the Company sells the property triggering the contingent penalty and a discount rate of 16.1%. The 16.1% discount rate was derived from a weighted average cost of capital, modified to include the effects of the bargain purchase price. As of December 31, 2017 and June 30, 2017, the fair value of the contingent liability was $1,809,847 and $1,730,542, respectively. During the three months ended December 31, 2017 and 2016, the Company marked the contingent liability to fair value and recorded a loss of $79,305 and $0, respectively, relating to the change in fair value. During the six months ended December 31, 2017 and 2016, the Company marked the contingent liability to fair value and recorded a loss of $79,305 and $0, respectively, relating to the change in fair value. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions Consulting Services AEG Consulting, a firm owned by one of the Co-Chairmen of the Company’s Board of Directors received $10,245 and $8,100 for consulting fees for the six months ended December 31, 2017 and 2016, respectively. On September 27, 2017, the Company granted the Co-Chairman restricted stock units for 5,000 shares of the Company’s common stock with a fair value on the grant date of $35,600, and stock options to purchase 10,000 shares of the Company’s common stock with a fair value on the grant date of $46,292 for consulting services provided by AEG Consulting. Both awards vest 25% on each of the first four anniversaries of the grant date. The options carry an exercise price of $7.12 and have an expiration period of 7 years. On September 27, 2017, the Company granted a restricted stock award of 11,000 shares of the Company’s common stock with a fair value on the grant date of $78,320 to a director for board advisory services provided from January 2017 to June 2017, prior to the director’s appointment to the Board of Directors on July 14, 2017. The award vests 25% on each of the first four anniversaries of the grant date. Private Placement On November 14, 2017, certain members of the Company’s Board of Directors purchased shares of the Company’s Common Stock at a price of $5.50 per share in a private placement. One of the Company’s Co-Chairmen purchased 154,545 shares at a price of $5.50 per share for an aggregate purchase price of $849,998. The other Co-Chairman purchased 1,818 shares at a price of $5.50 per share for an aggregate purchase price of $9,999. Three additional members of the Company’s Board of Directors each purchased 5,454 shares at a price of $5.50 per share for an aggregate purchase price of $29,997 for each such Board member. On December 1, 2017 a brother of the Company’s Chief Executive Officer purchased 12,000 shares of the Company’s common stock in a private placement at a price of $5.50 per share for an aggregate purchase price of $66,000. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2017 | |
Segment Information | |
Segment Information | Note 13. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company operates in two segments, Foundry Fabrication Services which consists of engineering review services and STC-MEMS foundry services; and RF Filters which consists of amplifier and filter product sales, and grant revenue. The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the three and six months ended December 31, 2017 and 2016 are as follows: Foundry Fabrication Services RF Filters Total Three months ended December 31, 2017 Revenue $ 291,833 $ 5,488 $ 297,321 Grant revenue — 147,232 147,232 Cost of revenue 329,556 280 329,836 Gross margin (37,723 ) 152,440 114,717 Research and development — 3,473,031 3,473,031 General and administrative — 2,189,904 2,189,904 Loss from Operations $ (37,723 ) $ (5,510,495 ) $ (5,548,218 ) Three months ended December 31, 2016 Revenue $ — $ 159,068 $ 159,068 Cost of revenue — — — Gross margin — 159,068 159,068 Research and development — 775,984 775,984 General and administrative — 2,066,768 2,066,768 Loss from Operations $ — $ (2,683,684 ) $ (2,683,684 ) Foundry Fabrication Services RF Filters Total Six months ended December 31, 2017 Revenue $ 589,733 $ 8,528 $ 598,261 Grant revenue — 147,232 147,232 Cost of revenue 522,585 480 523,065 Gross margin 67,148 155,280 222,428 Research and development — 6,477,396 6,477,396 General and administrative — 4,022,526 4,022,526 Loss from Operations $ 67,148 $ (10,344,642 ) $ (10,277,494 ) Six months ended December 31, 2016 Revenue $ — $ 159,068 $ 159,068 Cost of revenue — — — Gross margin — 159,068 159,068 Research and development — 1,428,560 1,428,560 General and administrative — 3,330,011 3,330,011 Loss from Operations $ — $ (4,599,503 ) $ (4,599,503 ) As of December 31, 2017 Accounts receivable $ 296,909 $ 1,888 $ 298,797 Property and Equipment 424,174 12,475,463 12,899,637 As of June 30, 2017 Accounts receivable $ — $ — $ — Property and Equipment 424,174 7,575,651 7,999,825 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events The Company has evaluated subsequent events through the date of issuance of these financial statements and has determined that there have been no subsequent events which require accounting or disclosure through such date. |
Summary of significant accoun21
Summary of significant accounting policies (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of these financial statements. Operating results for the six months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018 or any future interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on September 20, 2017 (the “2017 Annual Report”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Akoustis, Inc. and Akoustis Manufacturing New York, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Revised Prior Period Amounts | Revised Prior Period Amounts The Company identified and recorded an out-of-period adjustment related to stock-based compensation that should have been recorded in the year ended June 30, 2017. The adjustment was reflected as a $725,000 increase in additional paid in capital and corresponding increase in accumulated deficit. Tabular summaries of the revisions are presented below: Consolidated Balance Sheet June 30, 2017 Previously Reported Revisions Revised Reported Additional paid in capital $ 30,774,885 $ 725,004 $ 31,499,889 Accumulated deficit (15,783,053 ) (725,004 ) (16,508,057 ) Consolidated Statement of Operations Year ended June 30, 2017 Previously Reported Revisions Revised Reported Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 ) Net loss per ordinary share: Basic $ (0.54 ) $ (0.04 ) $ (0.58 ) The Company analyzed the revisions under SEC Staff Accounting Bulletin No. 108 and determined that the revisions are immaterial on a quantitative and qualitative basis and that it is probable that the judgment of a reasonable person relying upon the financial statements would not have been changed or influenced by the inclusion or correction of the items in the year ended June 30, 2017. Therefore, amendment of the 2017 Annual Report is not considered necessary. However, if the adjustments to correct the errors were recorded in the first quarter of 2018, the Company believes the impact would have been significant to the first quarter and would impact comparisons to prior periods. The Company has also revised in this quarterly report on Form 10-Q the previously reported annual consolidated balance sheet as of June 30, 2017 on Form 10-K for these amounts. The Company will revise comparative prior period amounts prospectively. |
Significant Accounting Policies and Estimates | Significant Accounting Policies and Estimates The Company’s significant accounting policies are disclosed in Note 3-Summary of Significant Accounting Policies in the 2017 Annual Report. Since the date of the 2017 Annual Report, there have been no material changes to the Company’s significant accounting policies. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes thereto. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions, deferred taxes and related valuation allowances, contingent real estate liability and the fair values of long lived assets. Actual results could differ from the estimates. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are stated net of allowances for doubtful accounts. Management estimates the allowance for doubtful accounts based on review and analysis of specific customer balances that may not be collectible, customer payment history and any other customer-specific information that may impact ability to collect the receivable. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. There was no allowance for doubtful accounts at December 31, 2017. |
Income Taxes | Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes |
Loss Per Share | Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and six months ended December 31, 2017 and 2016 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Options 1,166,859 160,000 Warrants 756,809 510,597 Totals 1,923,668 670,597 |
Shares Outstanding | Shares Outstanding Shares outstanding include shares of restricted stock with respect to which restrictions have not lapsed. Restricted stock included in reportable shares outstanding was 1,023,506 shares and 1,822,055 shares as of December 31, 2017 and 2016, respectively. Shares of restricted stock are included in the calculation of weighted average shares outstanding. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. The reclassifications did not have an impact on net loss as previously reported . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Summary of significant accoun22
Summary of significant accounting policies (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of revised prior period amounts | Tabular summaries of the revisions are presented below: Consolidated Balance Sheet June 30, 2017 Previously Reported Revisions Revised Reported Additional paid in capital $ 30,774,885 $ 725,004 $ 31,499,889 Accumulated deficit (15,783,053 ) (725,004 ) (16,508,057 ) Consolidated Statement of Operations Year ended June 30, 2017 Previously Reported Revisions Revised Reported Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 ) Net loss per ordinary share: Basic $ (0.54 ) $ (0.04 ) $ (0.58 ) |
Schedule of common stock equivalents | The Company had the following common stock equivalents at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Options 1,166,859 160,000 Warrants 756,809 510,597 Totals 1,923,668 670,597 |
Acquisition of the STC-MEMS B23
Acquisition of the STC-MEMS Business (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of pro-forma combined operations of the company with the STC-MEMS | The following presents the unaudited pro-forma combined results of operations of the Company with the STC-MEMS Business as if the entities were combined on July 1, 2016. For the Three Months Ended December 31, For the Six Months Ended December 31, 2016 2016 Revenue $ 817,673 $ 1,288,485 Net loss $ (4,139,503 ) $ (7,314,370 ) Net loss per common share $ (0.26 ) $ (0.46 ) Weighted average common shares outstanding 15,892,503 15,797,106 |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following as of December 31, 2017 and June 30, 2017: Estimated Useful Life December 31, 2017 June 30, 2017 Land n/a $ 1,000,000 $ 1,000,000 Research and development equipment 3 - 10 years 6,510,343 1,851,427 Computer equipment 5 years 69,642 16,783 Furniture and fixtures 5 - 10 years 3,725 3,725 STC-MEMS equipment 3 - 5 years 2,120,868 2,124,650 Building 11 years 3,191,819 3,000,000 Leasehold improvements * 3,240 3,240 12,899,637 7,999,825 Less: Accumulated depreciation (616,430 ) (146,011 ) Total $ 12,283,207 $ 7,853,814 (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangibles assets | The Company’s intangible assets consisted of the following: Estimated December 31, 2017 June 30, 2017 Patents 15 years $ 168,541 $ 135,291 Customer relationships 14 years 81,773 81,773 Less: Accumulated amortization (20,173 ) (12,097 ) Subtotal 230,141 204,967 Trademarks 1,560 1,560 Intangible assets, net $ 231,701 $ 206,527 |
Schedule of estimated future annual amortization expense | The following table outlines estimated future annual amortization expense for the next five years and thereafter: December 31, 2018 $ 17,077 2019 17,077 2020 17,077 2021 17,077 2022 17,077 Thereafter 144,756 $ 230,141 |
Accounts payable and accrued 26
Accounts payable and accrued expenses (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following at December 31, 2017 and June 30, 2017: December 31, 2017 June 30, 2017 Accounts payable $ 1,054,169 $ 494,515 Accrued salaries and benefits 141,020 274,050 Accrued bonuses 362,589 — Accrued stock-based compensation 678,116 399,157 Accrued capital expenditures 428,691 — Other accrued expenses 362,746 168,646 Totals $ 3,027,331 $ 1,336,368 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of stock-based compensation expense | The fair values of the warrants were estimated at the dates of grant using a binomial option pricing model with the following weighted average assumptions: Expected term (years) 5.50 Risk-free interest rate 2.12 % Volatility 69 % Dividend yield 0 % |
Schedule of Black-Scholes option pricing model with weighted average assumptions | The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following weighted average assumptions: Exercise price $6.24 – $7.12 Expected term (years) 4.00 – 7.00 Risk-free interest rate 1.72 – 2.10 % Volatility 70 - 88 % Dividend yield 0 % |
Schedule of option activity | The following is a summary of the option activity: Options Weighted Average Exercise Price Outstanding - June 30, 2017 160,000 $ 1.50 Exercisable - June 30, 2017 80,000 $ 1.50 Granted 1,006,859 6.74 Exercised — — Forfeited/Cancelled — — Outstanding – December 31, 2017 1,166,859 $ 6.02 Exercisable – December 31, 2017 80,000 $ 1.50 |
Schedule of resricted shares | The following is a summary of restricted stock units (“RSU’s”) and restricted stock awards (“RSA’s”): Grant Date Shares Issued Fair Value (1) Shares Vested June 2014 (RSA) 307,876 $ 483,284 247,111 July 2014 (RSA) 32,408 48,612 24,306 August 2014 (RSA) 81,020 121,179 63,296 September 2014 (RSA) 129,633 196,313 121,531 March 2015 (RSA) 72,919 378,109 18,230 October 2015 (RSA) 293,000 411,000 146,500 November 2015 (RSA) 36,200 54,300 18,100 December 2015 (RSA) 300,000 105,000 247,500 January 2016 (RSA) 40,000 68,000 10,000 March 2016 (RSA) 60,000 — 60,000 June 2016 (RSA) 118,000 533,160 45,000 August 2016 (RSA) 351,000 1,218,110 40,000 January 2017 (RSA) 192,000 1,153,951 25,000 February 2017 (RSA) 110,000 697,500 — March 2017 (RSA) 20,000 — — September 2017 (RSA) 111,000 790,320 — September 2017 (RSU) 253,000 1,796,910 — October 2017 (RSU) 301,000 1,872,220 — November 2017 (RSU) 97,494 608,362 — December 2017 (RSU) 120,000 775,800 — 3,026,550 $ 11,312,130 1,066,574 (1) The fair value of the restricted stock awards as shown above is based on either the balance sheet date for consultants or grant date for employees. |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future maximum penalty under the equivalent | The penalty imposed shall be equivalent to the amount that the sales price of the property exceeds $1,750,000 up to the maximum penalty (“Maximum Penalty”) defined below: Maximum Penalty Year 1 $ 5,960,000 Year 2 $ 3,973,333 Year 3 $ 1,986,667 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Segment Information Tables | |
Schedule of revenue and operating profit (loss) | The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the three and six months ended December 31, 2017 and 2016 are as follows: Foundry Fabrication Services RF Filters Total Three months ended December 31, 2017 Revenue $ 291,833 $ 5,488 $ 297,321 Grant revenue — 147,232 147,232 Cost of revenue 329,556 280 329,836 Gross margin (37,723 ) 152,440 114,717 Research and development — 3,473,031 3,473,031 General and administrative — 2,189,904 2,189,904 Loss from Operations $ (37,723 ) $ (5,510,495 ) $ (5,548,218 ) Three months ended December 31, 2016 Revenue $ — $ 159,068 $ 159,068 Cost of revenue — — — Gross margin — 159,068 159,068 Research and development — 775,984 775,984 General and administrative — 2,066,768 2,066,768 Loss from Operations $ — $ (2,683,684 ) $ (2,683,684 ) Foundry Fabrication Services RF Filters Total Six months ended December 31, 2017 Revenue $ 589,733 $ 8,528 $ 598,261 Grant revenue — 147,232 147,232 Cost of revenue 522,585 480 523,065 Gross margin 67,148 155,280 222,428 Research and development — 6,477,396 6,477,396 General and administrative — 4,022,526 4,022,526 Loss from Operations $ 67,148 $ (10,344,642 ) $ (10,277,494 ) Six months ended December 31, 2016 Revenue $ — $ 159,068 $ 159,068 Cost of revenue — — — Gross margin — 159,068 159,068 Research and development — 1,428,560 1,428,560 General and administrative — 3,330,011 3,330,011 Loss from Operations $ — $ (4,599,503 ) $ (4,599,503 ) As of December 31, 2017 Accounts receivable $ 296,909 $ 1,888 $ 298,797 Property and Equipment 424,174 12,475,463 12,899,637 As of June 30, 2017 Accounts receivable $ — $ — $ — Property and Equipment 424,174 7,575,651 7,999,825 |
Organization (Details Narrative
Organization (Details Narrative) | 6 Months Ended |
Dec. 31, 2017Employee | |
Asset Purchase Agreement [Member] | Research Foundation for the State University of New York (RF-SUNY) [Member] | |
Number of employees | 29 |
Going Concern and Management 31
Going Concern and Management Plans (Details Narrative) - USD ($) | 6 Months Ended | ||||
Dec. 31, 2017 | Feb. 01, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Working capital | $ 9,200,000 | ||||
Accumulated deficit | 26,691,671 | $ 16,508,057 | |||
Cash and cash equivalents | 11,698,531 | $ 9,631,520 | $ 5,001,466 | $ 4,155,444 | |
Revenue from contract research and government grants | 1,039,000 | ||||
Revenue from engineering review services | $ 615,000 | ||||
Subsequent Event [Member] | |||||
Cash and cash equivalents | $ 9,700,000 |
Summary of significant accoun32
Summary of significant accounting policies (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Additional paid in capital | $ 46,599,657 | $ 31,499,889 |
Accumulated deficit | $ (26,691,671) | (16,508,057) |
Previously Reported [Member] | ||
Additional paid in capital | 30,774,885 | |
Accumulated deficit | (15,783,053) | |
Revisions [Member] | ||
Additional paid in capital | 725,004 | |
Accumulated deficit | $ (725,004) |
Summary of significant accoun33
Summary of significant accounting policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Net loss | $ (5,540,416) | $ (3,395,721) | $ (10,183,614) | $ (5,468,666) | $ (9,833,244) |
Net loss per ordinary share: | |||||
Basic (in dollars per share) | $ (0.58) | ||||
Previously Reported [Member] | |||||
Net loss | $ (9,108,240) | ||||
Net loss per ordinary share: | |||||
Basic (in dollars per share) | $ (0.54) | ||||
Revisions [Member] | |||||
Net loss | $ (725,004) | ||||
Net loss per ordinary share: | |||||
Basic (in dollars per share) | $ (0.04) |
Summary of significant accoun34
Summary of significant accounting policies (Details 2) - shares | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,923,668 | 670,597 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,166,859 | 160,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 756,809 | 510,597 |
Summary of significant accoun35
Summary of significant accounting policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | |
Additional paid in capital | $ 46,599,657 | $ 31,499,889 | ||
Reduction in deferred tax assets | 9,500,000 | |||
Decrease in valuation allowance | $ 6,200,000 | |||
Statutory income tax rate | 21.00% | |||
Subsequent Event [Member] | ||||
Federal statutory income tax rate | 28.00% | |||
Revisions [Member] | ||||
Additional paid in capital | $ 725,004 | |||
Restricted Stock [Member] | ||||
Share outstanding | 1,023,506 | 1,822,055 |
Acquisition of the STC-MEMS B36
Acquisition of the STC-MEMS Business (Details) - Smart Systems Technology & Commercialization Center (STC-MEMS) [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
Revenue | $ 817,673 | $ 1,288,485 |
Net loss | $ (4,139,503) | $ (7,314,370) |
Net loss per common share | $ (0.26) | $ (0.46) |
Weighted average common shares outstanding | 15,892,503 | 15,797,106 |
Acquisition of the STC-MEMS B37
Acquisition of the STC-MEMS Business (Details Narrative) - Smart Systems Technology & Commercialization Center (STC-MEMS) [Member] | Mar. 23, 2017USD ($)Employee |
Amount of consideration | $ 4,580,000 |
Inventory | 96,000 |
Cash consideration | 2,750,000 |
Contingent real estate liability | $ 1,730,000 |
Research Foundation for the State University of New York (RF-SUNY) [Member] | |
Number of employees | Employee | 29 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | 6 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2017 | ||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 12,899,637 | $ 7,999,825 | |
Less: Accumulated depreciation | (616,430) | (146,011) | |
Total | 12,283,207 | 7,853,814 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | 1,000,000 | 1,000,000 | |
Research and Development Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 6,510,343 | 1,851,427 | |
Research and Development Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P3Y | ||
Research and Development Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P10Y | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P5Y | ||
Gross | $ 69,642 | 16,783 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 3,725 | 3,725 | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P5Y | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P10Y | ||
STC-MEMS equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 2,120,868 | 2,124,650 | |
STC-MEMS equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P3Y | ||
STC-MEMS equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P5Y | ||
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P11Y | ||
Gross | $ 3,191,819 | 3,000,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | [1] | $ 3,240 | $ 3,240 |
[1] | Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Property and equipment (Detai39
Property and equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 237,109 | $ 12,949 | $ 470,419 | $ 25,834 |
Research and Development Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Fixed assets | $ 5,386,457 | $ 5,386,457 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $ 168,541 | $ 135,291 |
Customer relationships | 81,773 | 81,773 |
Less: Accumulated amortization | (20,173) | (12,097) |
Subtotal | 230,141 | 204,967 |
Trademarks | 1,560 | 1,560 |
Intangible assets, net | $ 231,701 | $ 206,527 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset estimated useful life | 15 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset estimated useful life | 14 years |
Intangible assets (Details 1)
Intangible assets (Details 1) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 17,077 | |
2,019 | 17,077 | |
2,020 | 17,077 | |
2,021 | 17,077 | |
2,022 | 17,077 | |
Thereafter | 144,756 | |
Finite lived intangible assets, net | $ 230,141 | $ 204,967 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 4,161 | $ 1,762 | $ 8,076 | $ 3,112 |
Accounts payable and accrued 43
Accounts payable and accrued expenses (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,054,169 | $ 494,515 |
Accrued salaries and benefits | 141,020 | 274,050 |
Accrued bonuses | 362,589 | |
Accrued stock-based compensation | 678,116 | 399,157 |
Accrued capital expenditures | 428,691 | |
Other accrued expenses | 362,746 | 168,646 |
Totals | $ 3,027,331 | $ 1,336,368 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Jun. 09, 2015 | May 22, 2015 | Apr. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 |
Number of common stock new issued | 2,640,819 | |||||||
Gain (loss) on change in fair value of warrants | $ (712,246) | $ (869,462) | ||||||
Warrant [Member] | Revised Agreements [Member] | ||||||||
Number of common stock new issued | 471,697 | |||||||
Transfer of warrant derivatives from liability to equity classification | $ 2,200,219 | |||||||
2016 Placement Agent Warrants [Member] | ||||||||
Number of common stock new issued | 154,177 | |||||||
Private placement offering (the "2016-2017 Offering'') [Member] | Warrant [Member] | Placement Agents [Member] | ||||||||
Number of common stock new issued | 26,099 | 298,551 | ||||||
Exercise price (in dollars per share) | $ 1.50 | $ 1.50 | ||||||
Warrant term | 5 years | 5 years | ||||||
Private Placement Offering (the "April 2016 Offering") [Member] | 2016 Placement Agent Warrants [Member] | Placement Agents [Member] | ||||||||
Number of common stock new issued | 153,713 | |||||||
Exercise price (in dollars per share) | $ 1.60 | |||||||
Warrant term | 5 years |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Cost of Goods Total [Member] - Vendor | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
Number of vendor | 2 | 2 |
Vendor 1 [Member] | ||
Concentration risk, percentage | 28.00% | 28.00% |
Vendor 2 [Member] | ||
Concentration risk, percentage | 14.00% | 14.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Expected term (years) | 5 years 6 months |
Risk-free interest rate | 2.12% |
Volatility | 69.00% |
Dividend yield | 0.00% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 6 Months Ended |
Dec. 31, 2017$ / shares | |
Expected term (years) | 5 years 6 months |
Risk-free interest rate | 2.12% |
Volatility | 69.00% |
Dividend yield | 0.00% |
Minimum [Member] | |
Exercise price | $ 6.24 |
Expected term (years) | 4 years |
Risk-free interest rate | 1.72% |
Volatility | 70.00% |
Maximum [Member] | |
Exercise price | $ 7.12 |
Expected term (years) | 7 years |
Risk-free interest rate | 2.10% |
Volatility | 88.00% |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 6 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning | shares | 160,000 |
Exercisable beginning | shares | 80,000 |
Granted | shares | 1,006,859 |
Exercised | shares | |
Forfeited/Cancelled | shares | |
Outstanding ending | shares | 1,166,859 |
Exercisable ending | shares | 80,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding beginning | $ / shares | $ 1.50 |
Exercisable beginning | $ / shares | 1.50 |
Granted | $ / shares | 6.74 |
Exercised | $ / shares | |
Forfeited/Cancelled | $ / shares | |
Outstanding ending | $ / shares | 6.02 |
Exercisable ending | $ / shares | $ 1.50 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) | 6 Months Ended | |
Dec. 31, 2017USD ($)shares | ||
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 3,026,550 | |
Fair Value | $ | $ 11,312,130 | [1] |
Shares Vested | 1,066,574 | |
Restricted Stock [Member] | June 2014 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 307,876 | |
Fair Value | $ | $ 483,284 | [1] |
Shares Vested | 247,111 | |
Restricted Stock [Member] | July 2014 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 32,408 | |
Fair Value | $ | $ 48,612 | [1] |
Shares Vested | 24,306 | |
Restricted Stock [Member] | August 2014 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 81,020 | |
Fair Value | $ | $ 121,179 | [1] |
Shares Vested | 63,296 | |
Restricted Stock [Member] | September 2014 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 129,633 | |
Fair Value | $ | $ 196,313 | [1] |
Shares Vested | 121,531 | |
Restricted Stock [Member] | March 2015 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 72,919 | |
Fair Value | $ | $ 378,109 | [1] |
Shares Vested | 18,230 | |
Restricted Stock [Member] | October 2015 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 293,000 | |
Fair Value | $ | $ 411,000 | [1] |
Shares Vested | 146,500 | |
Restricted Stock [Member] | November 2015 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 36,200 | |
Fair Value | $ | $ 54,300 | [1] |
Shares Vested | 18,100 | |
Restricted Stock [Member] | December 2015 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 300,000 | |
Fair Value | $ | $ 105,000 | [1] |
Shares Vested | 247,500 | |
Restricted Stock [Member] | January 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 40,000 | |
Fair Value | $ | $ 68,000 | [1] |
Shares Vested | 10,000 | |
Restricted Stock [Member] | March 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 60,000 | |
Fair Value | $ | [1] | |
Shares Vested | 60,000 | |
Restricted Stock [Member] | June 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 118,000 | |
Fair Value | $ | $ 533,160 | [1] |
Shares Vested | 45,000 | |
Restricted Stock [Member] | August 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 351,000 | |
Fair Value | $ | $ 1,218,110 | [1] |
Shares Vested | 40,000 | |
Restricted Stock [Member] | January 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 192,000 | |
Fair Value | $ | $ 1,153,951 | [1] |
Shares Vested | 25,000 | |
Restricted Stock [Member] | February 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 110,000 | |
Fair Value | $ | $ 697,500 | [1] |
Shares Vested | ||
Restricted Stock [Member] | March 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 20,000 | |
Fair Value | $ | [1] | |
Shares Vested | ||
Restricted Stock [Member] | September 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 111,000 | |
Fair Value | $ | $ 790,320 | [1] |
Shares Vested | ||
Restricted Stock Units (RSUs) [Member] | September 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 253,000 | |
Fair Value | $ | $ 1,796,910 | [1] |
Shares Vested | ||
Restricted Stock Units (RSUs) [Member] | October 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 301,000 | |
Fair Value | $ | $ 1,872,220 | [1] |
Shares Vested | ||
Restricted Stock Units (RSUs) [Member] | November 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 97,494 | |
Fair Value | $ | $ 608,362 | [1] |
Shares Vested | ||
Restricted Stock Units (RSUs) [Member] | December 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Issued | 120,000 | |
Fair Value | $ | $ 775,800 | [1] |
Shares Vested | ||
[1] | The fair value of the restricted stock awards as shown above is based on either the balance sheet date for consultants or grant date for employees. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | ||
Granted of fair value | 1,006,859 | ||||||
Stock based compensation | $ 2,076,829 | $ 2,247,862 | |||||
Number of shares issued | 2,640,819 | ||||||
Shares issued price per share (in dollars per share) | $ 5.50 | $ 5.50 | |||||
Proceeds from issuance of shares | $ 14,500,000 | ||||||
Stock commissions and expenses | $ 1,200,000 | ||||||
Investor [Member] | Private Placement Offering (the "May 2017 Offering") [Member] | |||||||
Number of shares issued | 542,450 | ||||||
Placement Agent Warrants [Member] | |||||||
Number of shares issued | 154,177 | ||||||
Fair value of the shares issued | $ 645,757 | ||||||
Restricted Stock [Member] | |||||||
Total intrinsic value of options outstanding | [1] | $ 11,312,130 | $ 11,312,130 | ||||
Number of shares granted | 3,026,550 | ||||||
Stock based compensation expense | 931,894 | $ 1,536,602 | $ 1,450,226 | 2,233,782 | |||
2015 Stock Incentive Plan [Member] | |||||||
Total intrinsic value of options outstanding | 756,800 | 756,800 | |||||
Unrecognized stock based compensation expense | 3,800,000 | 3,800,000 | |||||
Total intrinsic value of options exercisable | 378,400 | $ 378,400 | |||||
Unrecognized stock based compensation expense amortized period | 3 years 2 months 5 days | ||||||
Stock based compensation | 461,482 | $ 7,040 | $ 484,840 | $ 14,080 | |||
2015 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Unrecognized stock based compensation expense | 7,000,000 | $ 7,000,000 | |||||
Number of shares granted | 1,789,872 | ||||||
Accrued stock compensation expenses | $ 678,116 | $ 678,116 | $ 399,157 | ||||
Description of award vesting amendment terms | The Company has the right to repurchase some or all of such shares in certain circumstances upon termination of the recipient’s service with the Company, for up to 60 months from the date of termination (“repurchase option”). | ||||||
Award vesting percent on third anniversary | 75.00% | ||||||
Remaining award vesting percent on fourth anniversary | 25.00% | ||||||
2014 Stock Plan and 2015 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Number of stock repurchase | 58,152 | ||||||
Employees And Directors [Member] | |||||||
Granted of fair value | 1,006,859 | ||||||
[1] | The fair value of the restricted stock awards as shown above is based on either the balance sheet date for consultants or grant date for employees. |
Commitments (Details)
Commitments (Details) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Year 1 | $ 5,960,000 |
Year 2 | 3,973,333 |
Year 3 | $ 1,986,667 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Mar. 23, 2017 | Dec. 31, 2017USD ($)N | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)N | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) |
Number of leases | N | 2 | 2 | ||||
Discount rate | 16.10% | |||||
Contingent liability | $ 1,809,847 | $ 1,809,847 | $ 1,730,542 | |||
Loss on contingent liability | 79,305 | $ 79,305 | ||||
Huntersville, North Carolina [Member] | Minimum [Member] | ||||||
Lease term | 3 years | |||||
Huntersville, North Carolina [Member] | Maximum [Member] | ||||||
Lease term | 5 years | |||||
36 - Month Lease Agreement [Member] | Building [Member] | Huntersville, North Carolina [Member] | ||||||
Annual rent | 34,611 | 14,202 | $ 51,718 | 28,404 | ||
Lease term | 3 years | |||||
36 - Month Lease Agreement [Member] | Equipment [Member] | Canandaigua, New York [Member] | ||||||
Annual rent | $ 35,087 | $ 0 | $ 70,087 | $ 0 | ||
Asset Purchase Agreement [Member] | Research Foundation for the State University of New York (RF-SUNY) [Member] | Fuller Road Management Corporation (FRMC) [Member] | ||||||
Description of agreement | If the Company sells the property subject to the RP Agreement within three (3) years after the date of the RP Agreement for an amount in excess of $1,750,000, subject to certain enumerated exceptions. | |||||
Description of penalty | The penalty imposed shall be equivalent to the amount that the sales price of the property exceeds $1,750,000 up to the maximum penalty (“Maximum Penalty”). |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 01, 2017 | Nov. 14, 2017 | Sep. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of shares issued | 2,640,819 | ||||
Private Placement [Member] | |||||
Shares issued price per share (in dollars per share) | $ 5.50 | ||||
Restricted Stock Units (RSUs) [Member] | Directors [Member] | |||||
Number of shares granted | 11,000 | ||||
Fair value of shares granted | $ 78,320 | ||||
Description of vesting rights | Awards vest 25% on each of the first four anniversaries of the grant date. | ||||
AEG Consulting LLC (firm owned by a Co-Chairman) [Member] | |||||
Payments for consulting fees | $ 10,245 | $ 8,100 | |||
AEG Consulting LLC (firm owned by a Co-Chairman) [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Number of shares granted | 5,000 | ||||
Fair value of shares granted | $ 35,600 | ||||
Description of vesting rights | Awards vest 25% on each of the first four anniversaries of the grant date. | ||||
AEG Consulting LLC (firm owned by a Co-Chairman) [Member] | Employee Stock Option [Member] | |||||
Number of shares granted | 10,000 | ||||
Fair value of shares granted | $ 46,292 | ||||
Exercise price of options | $ 7.12 | ||||
Stock options expiration period | 7 years | ||||
Description of vesting rights | Awards vest 25% on each of the first four anniversaries of the grant date. | ||||
Co-Chairmen [Member] | Private Placement [Member] | |||||
Number of shares issued | 154,545 | ||||
Shares issued price per share (in dollars per share) | $ 5.50 | ||||
Aggregate purchase price of shares | $ 849,998 | ||||
Other Co-Chairmen [Member] | Private Placement [Member] | |||||
Number of shares issued | 1,818 | ||||
Shares issued price per share (in dollars per share) | $ 5.50 | ||||
Aggregate purchase price of shares | $ 9,999 | ||||
Three Member of Board of Directors [Member] | Private Placement [Member] | |||||
Number of shares issued | 5,454 | ||||
Shares issued price per share (in dollars per share) | $ 5.50 | ||||
Aggregate purchase price of shares | $ 29,997 | ||||
Brother of Chief Executive Officer [Member] | Private Placement [Member] | |||||
Number of shares issued | 12,000 | ||||
Shares issued price per share (in dollars per share) | $ 5.50 | ||||
Aggregate purchase price of shares | $ 66,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Revenue | $ 297,321 | $ 159,068 | $ 598,261 | $ 159,068 | |
Grant revenue | 147,232 | 147,232 | |||
Cost of revenue | 329,836 | 523,065 | |||
Gross margin | 114,717 | 159,068 | 222,428 | 159,068 | |
Research and development | 3,473,031 | 775,984 | 6,477,396 | 1,428,560 | |
General and administrative | 2,189,904 | 2,066,768 | 4,022,526 | 3,330,011 | |
Loss from operations | (5,548,218) | (2,683,684) | (10,277,494) | (4,599,503) | |
Accounts receivable | 298,797 | 298,797 | |||
Property and Equipment | 12,283,207 | 12,283,207 | 7,853,814 | ||
Foundry Fabrication Services [Member] | |||||
Revenue | 291,833 | 589,733 | |||
Grant revenue | |||||
Cost of revenue | 329,556 | 522,585 | |||
Gross margin | (37,723) | 67,148 | |||
Research and development | |||||
General and administrative | |||||
Loss from operations | (37,723) | 67,148 | |||
Accounts receivable | 296,909 | 296,909 | |||
Property and Equipment | 424,174 | 424,174 | 424,174 | ||
RF Filters [Member] | |||||
Revenue | 5,488 | 159,068 | 8,528 | 159,068 | |
Grant revenue | 147,232 | 147,232 | |||
Cost of revenue | 280 | 480 | |||
Gross margin | 152,440 | 159,068 | 155,280 | 159,068 | |
Research and development | 3,473,031 | 775,984 | 6,477,396 | 1,428,560 | |
General and administrative | 2,189,904 | 2,066,768 | 4,022,526 | 3,330,011 | |
Loss from operations | (5,510,495) | $ (2,683,684) | (10,344,642) | $ (4,599,503) | |
Accounts receivable | 1,888 | 1,888 | |||
Property and Equipment | $ 12,475,463 | $ 12,475,463 | $ 7,575,651 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Dec. 31, 2017Segment | |
Segment Information Details Narrative | |
Number of segments | 2 |