Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 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 | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,232,200 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Assets: | ||
Cash and cash equivalents | $ 6,472,162 | $ 9,631,520 |
Accounts receivable | 518,920 | |
Inventory | 69,505 | 188,476 |
Prepaid expenses | 230,013 | 158,457 |
Other current assets | 58,898 | 42,808 |
Total current assets | 7,349,498 | 10,021,261 |
Property and equipment, net | 12,235,551 | 7,853,814 |
Intangibles, net | 236,249 | 206,527 |
Assets held for sale, net | 117,023 | |
Other assets | 12,311 | 10,715 |
Total Assets | 19,950,632 | 18,092,317 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,908,660 | 1,336,368 |
Deferred revenue | 127,938 | 14,500 |
Total current liabilities | 2,036,598 | 1,350,868 |
Long-term Liabilities: | ||
Contingent real estate liability | 1,174,786 | 1,730,542 |
Total long-term liabilities | 1,174,786 | 1,730,542 |
Total Liabilities | 3,211,384 | 3,081,410 |
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; 22,232,200 and 19,075,050 shares issued and outstanding at March 31, 2018 and June 30, 2017, respectively | 22,232 | 19,075 |
Additional paid in capital | 48,211,327 | 31,499,889 |
Accumulated deficit | (31,494,311) | (16,508,057) |
Total Stockholders' Equity | 16,739,248 | 15,010,907 |
Total Liabilities and Stockholders' Equity | $ 19,950,632 | $ 18,092,317 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | 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 | 22,232,200 | 19,075,050 |
Common stock, outstanding | 22,232,200 | 19,075,050 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 284,408 | $ 308,964 | $ 1,029,901 | $ 468,032 |
Cost of revenue | 308,288 | 831,353 | ||
Gross (loss) profit | (23,880) | 308,964 | 198,548 | 468,032 |
Operating expenses | ||||
Research and development | 3,044,957 | 1,162,138 | 9,522,353 | 2,590,698 |
General and administrative expenses | 2,441,992 | 1,203,641 | 6,464,518 | 4,533,652 |
Total operating expenses | 5,486,949 | 2,365,779 | 15,986,871 | 7,124,350 |
Loss from operations | (5,510,829) | (2,056,815) | (15,788,323) | (6,656,318) |
Other income (expense) | ||||
Interest income | 139 | 671 | 1,136 | 970 |
Rental income | 72,637 | 244,825 | ||
Other income | 352 | 352 | ||
Change in fair value of contingent real estate liability | 635,061 | 555,756 | ||
Change in fair value of derivative liabilities | (8,028) | (877,490) | ||
Total other income (expense) | 708,189 | (7,357) | 802,069 | (876,520) |
Net loss | $ (4,802,640) | $ (2,064,172) | $ (14,986,254) | $ (7,532,838) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.22) | $ (0.12) | $ (0.73) | $ (0.46) |
Weighted average common shares outstanding -basic and diluted (in shares) | 22,284,528 | 17,691,114 | 20,499,917 | 16,419,225 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,986,254) | $ (7,532,838) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 783,857 | 61,374 |
Amortization of intangibles | 12,401 | 5,063 |
Share-based compensation | 3,628,331 | 2,952,850 |
Change in fair value of derivative liabilities | 877,490 | |
Change in fair value of contingent liability | (555,756) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (518,920) | |
Inventory | 118,971 | (5,990) |
Prepaid expenses | (71,556) | (70,896) |
Deposits | (688,651) | |
Other current assets | (16,090) | |
Other assets | (1,596) | |
Accounts payable and accrued expenses | 407,961 | 339,561 |
Deferred revenue | 113,438 | 30,500 |
Net Cash Used In Operating Activities | (11,085,213) | (4,031,537) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for property and equipment | (5,282,617) | (542,551) |
Cash paid for intangibles | (42,123) | (51,684) |
Net Cash Used In Investing Activities | (5,324,740) | (594,235) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the issuance of common stock | 13,199,930 | 9,841,027 |
Proceeds from exercise of warrants | 50,665 | 55,000 |
Net Cash Provided By Financing Activities | 13,250,595 | 9,896,027 |
Net (Decrease) Increase in Cash | (3,159,358) | 5,270,255 |
Cash - Beginning of Period | 9,631,520 | 4,155,444 |
Cash - End of Period | 6,472,162 | 9,425,699 |
Cash Paid During the Period for: | ||
Income taxes | ||
Interest | 199 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock compensation payable | 163,746 | 485,916 |
Warrants issued for stock issuance costs | 645,757 | 715,081 |
Reclassification of derivative liability to additional paid in capital | 2,200,219 | |
Reclassification of fixed assets to assets held for sale, net | $ 117,023 |
Organization
Organization | 9 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Akoustis Technologies, Inc (“the Company”) was incorporated under the laws of the State of Nevada 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 subsidiary, Akoustis, Inc. (a Delaware corporation), the Company, headquartered in Huntersville, North Carolina, is focused on delivering radio frequency (“RF”) filters for next-generation mobile wireless devices using 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’s common stock is listed on the Nasdaq Capital Market under the symbol AKTS. |
Going Concern and Management Pl
Going Concern and Management Plans | 9 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018, the Company had working capital of $5.3 million and an accumulated deficit of $31.5 million. Since inception, the Company has recorded approximately $1.0 million and $0.9 million of revenue from contract research and government grants, and microelectromechanical systems (“MEMS”) foundry and engineering review services, respectively. As of May 1, 2018, the Company had cash and cash equivalents of $5.2 million The Company estimates that cash on hand, along with the net proceeds of approximately $13.5 million from the Convertible Senior Secured Notes is sufficient to fund its operations into the fourth quarter of fiscal 2019. Therefore, the Company will need to obtain additional capital to fund operations past that date. The Company is actively managing and controlling cash outflows to mitigate this risk, however, this matter raises substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. These 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 contract research and government grants, MEMS Foundry and Engineering services revenue, sales of our equity securities, and issuance of 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 | 9 Months Ended |
Mar. 31, 2018 | |
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 nine months ended March 31, 2018 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 subsidiary, Akoustis, Inc. On February 22, 2018, Akoustis Manufacturing New York, Inc. was merged into Akoustis, Inc., with Akoustis, Inc. as surviving entity. 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 $725,004 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 Revisions Revised 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 Revisions Revised Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 ) Net loss per common 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 fiscal year 2018, the Company believes the impact would have been significant to such 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. 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 nine months ended March 31, 2018 and 2017 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 March 31, 2018 and 2017: March 31, 2018 March 31, 2017 Options 1,263,859 160,000 Warrants 754,809 642,448 Totals 2,018,668 802,448 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. See Note 7. Derivative Liabilities for further description of the reclassification. 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), and Revenue from Contracts with Customers (Topic 606). In February 2016, FASB issued ASU No. 2016-02, 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 | 9 Months Ended |
Mar. 31, 2018 | |
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 a Definitive Asset Purchase Agreement and a Definitive Real Property Purchase Agreement with the Research Foundation of the State University of New York (“RF-SUNY”), a New York State education corporation, on behalf of The State University of New York Polytechnic Institute, and Fuller Road Management Corporation (”FRMC”), an affiliate of RF-SUNY to acquire certain specified assets, including STC- MEMS, a semiconductor wafer-manufacturing operation and MEMS business with associated wafer-manufacturing tools (the “STC-MEMS Business”), as well as the real estate and improvements associated with the facility located in Canandaigua, New York (the “NY Facility”). 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-MEMS 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 NY 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 just outside of Rochester, the NY Facility includes certified cleanroom manufacturing, advanced test and metrology, as well as a MEMS and optoelectronic packaging facility. 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 its 29 employees. 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 March 31, For the Nine Months Ended March 31, 2017 2017 Revenue $ 890,727 $ 2,179,212 Net loss $ (3,622,744 ) $ (10,938,529 ) Net loss per common share $ (0.20 ) $ (0.67 ) Weighted average common shares outstanding 17,691,114 16,419,225 |
Property and equipment
Property and equipment | 9 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Note 5. Property and equipment Property and equipment consisted of the following as of March 31, 2018 and June 30, 2017: Estimated Useful Life March 31, 2018 June 30, 2017 Land n/a $ 1,000,000 $ 1,000,000 Building 11 years 3,000,000 3,000,000 Equipment 3-10 years 8,571,398 3,976,077 Other * 571,612 23,748 13,143,010 7,999,825 Less: Accumulated depreciation (907,459 ) (146,011 ) Total $ 12,235,551 $ 7,853,814 (*) Useful lives vary from 5-10 years, as well as leasehold improvements which are 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 $313,438 and $35,540 for the three months ended March 31, 2018 and 2017, respectively. The Company recorded depreciation expense of $783,857 and $61,374 for the nine months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, fixed assets with a net book value totaling $3,294,015 were not placed in service and therefore not depreciated during the period. As of March 31, 2018, fixed assets with a net book value totaling $117,023 were reclassified to Assets held for sale on the condensed consolidated balance sheets. The Company does not expect a loss upon sale of these assets. |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 9 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | Note 6. Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following at March 31, 2018 and June 30, 2017: March 31, June 30, Accounts payable $ 127,540 $ 494,515 Accrued salaries and benefits 337,157 274,050 Accrued bonuses 420,136 — Accrued stock-based compensation to contractors 562,903 399,157 Other accrued expenses 460,924 168,646 Totals $ 1,908,660 $ 1,336,368 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 7. Derivative Liabilities Upon closing of private placements in May 2015 and June 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 March 31, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $0 and $8,028, respectively, relating to the change in fair value. During the nine months ended March 31, 2018 and 2017, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $0 and $877,490, respectively, relating to the change in fair value. |
Concentrations
Concentrations | 9 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Concentrations | Note 8. Concentrations For the three months ended March 31, 2018, no vendors represented greater than 10% of the Company’s purchases. For the three months ended March 31, 2017, one vendor represented 27% of the Company’s purchases. For the nine months ended March 31, 2018, no vendors represented greater than 10% of the Company’s purchases. For the nine months ended March 31, 2017, one vendor represented 13% of the Company’s purchases. For the three months ended March 31, 2018, three customers represented 44%, 16%, and 15%, respectively, of the Company’s non-grant related revenue. For the three months ended March 31, 2017, one customer represented 100% of the Company’s non-grant related revenue. For the nine months ended March 31, 2018, two customers represented 44% and 23%, respectively, of the Company’s non-grant related revenue. For the nine months ended March 31, 2017, one customer represented 100% of the Company’s non-grant related revenue. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9. 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 $5.50 per share in a private placement for aggregate gross proceeds of $14.5 million before deducting commissions and expenses of approximately $1.3 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 Option Plans During the nine months ended March 31, 2018, the Company granted employees and directors options to purchase 1,131,859 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 1.76 – 2.54 % Volatility 69 - 70 % 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 Granted 1,131,859 6.70 Exercised — — Forfeited/Cancelled (28,000 ) 7.12 Outstanding – March 31, 2018 1,263,859 $ 6.03 Exercisable – March 31, 2018 80,000 $ 1.50 As of March 31, 2018, the total intrinsic value of options outstanding and exercisable was $692,800 and $346,400, respectively. As of March 31, 2018, the Company has approximately $3.2 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of 2.79 years. For the three months ended March 31, 2018 and 2017, the Company recorded $540,612 and $6,888, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations. For the nine months ended March 31, 2018 and 2017, the Company recorded $1,025,453 and $20,968, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations. Restricted Stock Units and Restricted Stock Awards 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 March 31, 2018 and June 30, 2017, the accrued stock-based compensation was $562,903 and $399,157, respectively. A summary of unvested restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) outstanding as of March 31, 2018 and changes during the nine months then ended is as follows: Number of RSAs/RSUs Weighted Average Fair Value per Share/Unit Outstanding - June 30, 2017 1,460,632 $ 3.66 Granted 999,494 6.58 Vested (540,160 ) 3.19 Forfeited/Cancelled/Repurchased (209,651 ) 3.21 Outstanding – March 31, 2018 1,710,315 $ 5.57 During the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $941,505 and $698,103, respectively related to the RSAs and RSUs that have been issued to date. During the nine months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $2,533,495 and $2,931,885, respectively related to the RSAs and RSUs that have been issued to date. As of March 31, 2018, the Company had approximately $6.1 million in unrecognized stock-based compensation expense related to the unvested shares. Performance Awards In March 2018 the Company granted 139,500 performance-based restricted stock units (PBRSU) to employees. The PBRSU awards contain performance and service conditions which must be satisfied for an employee to earn the award. The performance condition is based primarily on the achievement of certain performance objectives. Once earned, the PBRSU awards vest 100% on the first anniversary of the grant date. The Company recognizes compensation expense for PBRSU awards using a graded vesting model, based on the probability of the performance condition being met. For the three and nine months ended March 31, 2018, the Company recognized $69,383 of stock compensation expense on PBRSU awards. As of March 31, 2018, the Company had approximately $0.8 million in unrecognized stock-based compensation expense related to the unvested PBRSU awards. |
Commitments
Commitments | 9 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10. 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 expired in April 2018 in connection with a move in corporate office location. The operating leases provide for annual real estate tax and cost of living increases and contain predetermined increases in the rentals payable during the terms of the leases. The aggregate rent expense is recognized on a straight-line basis over the lease term. The total lease rental expense was $49,549 and $14,312 for the three months ended March 31, 2018 and 2017, respectively. The total lease rental expense was $101,267 and $42,716 for the nine months ended March 31, 2018 and 2017, respectively. The Company currently leases equipment for the 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 $71,516 and $0 for the nine months ended March 31, 2018 and 2017, respectively. The total lease rental expense was $1,429 and $0 for the three months ended March 31, 2018 and 2017, respectively. Ontario County Industrial Development Authority Agreement On February 27, 2018, the Company entered into a Lease and Project Agreement (the “Lease and Project Agreement”) and a Company Lease Agreement (the “Company Lease Agreement” and together with the Lease and Project Agreement, the “Agreements”), each dated as of February 1, 2018, with the Ontario County Industrial Development Agency, a public benefit corporation of the State of New York (the “OCIDA”). Pursuant to the Agreements, the Company will lease for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA will lease the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the Agreements, which expire on December 31, 2028. In addition, subject to the terms of the Lease and Project Agreement, certain purchases and leases of eligible items will be exempt from the imposition of sales and use taxes. Subject to the terms of the Lease and Project Agreement, the OCIDA has also granted to the Company an exemption certain from mortgage recording taxes for one or more mortgages securing an aggregate principal amount not to exceed $12.0 million, or such greater amount as approved by the OCIDA in its sole and absolute discretion. The benefits provided to the Company pursuant to the terms of the Lease and Project Agreement are subject to clawback over the life of the Agreements upon certain recapture events, including certain events of default. 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 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 17.5%. The 17.5% discount rate was derived from a weighted average cost of capital, modified to include the effects of the bargain purchase price. As of March 31, 2018 and June 30, 2017, the fair value of the contingent liability was $1,174,786 and $1,730,542, respectively. During the three months ended March 31, 2018 and 2017, the Company marked the contingent liability to fair value and recorded a gain of $635,061 and $0, respectively, relating to the change in fair value. During the nine months ended March 31, 2018 and 2017, the Company marked the contingent liability to fair value and recorded a gain of $555,756 and $0, respectively, relating to the change in fair value. Litigation, Claims and Assessments From time to time, the Company may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. The Company believes it has meritorious defenses against all pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any pending actions, the Company believes the amount of liability, if any, with respect to such actions, would not materially affect its financial position, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. 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 $14,445 for consulting fees for the nine months ended March 31, 2018 and 2017, 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 | 9 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. 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 nine months ended March 31, 2018 and 2017 are as follows: Foundry Fabrication Services RF Filters Total Three months ended March 31, 2018 Revenue $ 255,160 $ 29,248 $ 284,408 Cost of revenue 304,528 3,760 308,288 Gross (loss)/profit (49,368 ) 25,488 (23,880 ) Research and development — 3,044,957 3,044,957 General and administrative — 2,441,992 2,441,992 Loss from Operations $ (49,368 ) $ (5,461,461 ) $ (5,510,829 ) Three months ended March 31, 2017 Revenue $ — $ 308,964 $ 308,964 Cost of revenue — — — Gross margin — 308,964 308,964 Research and development — 1,162,138 1,162,138 General and administrative — 1,203,641 1,203,641 Loss from Operations $ — $ (2,056,815 ) $ (2,056,815 ) Foundry Fabrication Services RF Filters Total Nine months ended March 31, 2018 Revenue $ 844,893 $ 37,776 $ 882,669 Grant revenue — 147,232 147,232 Cost of revenue 827,113 4,240 831,353 Gross margin 17,780 180,768 198,548 Research and development — 9,522,353 9,522,353 General and administrative — 6,464,518 6,464,518 Income/(Loss) from Operations $ 17,780 $ (15,806,103 ) $ (15,788,323 ) Nine months ended March 31, 2017 Revenue $ — $ 468,032 $ 468,032 Cost of revenue — — — Gross margin — 468,032 468,032 Research and development — 2,590,698 2,590,698 General and administrative — 4,533,652 4,533,652 Loss from Operations $ — $ (6,656,318 ) $ (6,656,318 ) As of March 31, 2018 Accounts receivable $ 508,012 $ 10,908 $ 518,920 Property and equipment 470,530 11,765,021 12,235,551 As of June 30, 2017 Accounts receivable $ — $ — $ — Property and equipment 424,174 7,429,640 7,853,814 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Convertible Notes On May 14, 2018 the Company completed the offering of $15.0 million principal amount of the Company’s 6.5% Convertible Senior Secured Notes due 2023. The net proceeds of the offering after payment of offering costs are approximately $13.5 million. The notes will mature on May 31, 2023, unless earlier converted, redeemed or repurchased. Interest on the notes accrues at the rate of 6.5% per year and is payable at the Company’s option quarterly in cash and/or freely tradable shares of the Company’s common stock, subject to certain limitations. The notes may be converted into common stock at the option of the holder at any time prior to maturity at an initial conversion price of $6.55 per share, subject to adjustment under certain circumstances. If the holder elects to convert the notes at any time on or after the date that is one year after the last date of original issuance of the notes and prior to May 31, 2021, the holder will also receive a make-whole payment equal to the remaining scheduled interest payments that would have been made on the notes converted had such notes remained outstanding through May 31, 2021 (the “put date”). At the Company’s option, make-whole payments may be paid in cash and/or freely tradable shares of the Company’s common stock. The holders of the notes will have a one-time right, exercisable prior to the put date in the manner described in the indenture relating to the notes, to require the Company to repurchase for cash all (but not less than all) of such holder’s notes on the put date at a purchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, and including, the put date. At any time on or after May 31, 2019, if the closing sale price per share of the Company’s common stock is greater than 175% of the then-effective conversion price for each of 20 days of any 30 consecutive trading day period immediately preceding the Company’s optional redemption notice, the Company may redeem the notes at a redemption price equal to 100% of the principal amount thereof, plus accrued interest. The notes are fully guaranteed on a senior secured basis and rank senior in right of payment to all of the Company’s existing unsecured indebtedness. The notes and the guarantees are secured by a first priority lien (subject to permitted liens) on substantially all of the Company’s and its existing and future subsidiaries’ assets, including the Canandaigua, New York manufacturing facility of the Company’s subsidiary, Akoustis, Inc., and a pledge of its equity interests in Akoustis, Inc., but excluding certain excluded property. In connection with the issuance of the notes, the Company entered into a registration rights agreement with the initial purchasers of the notes pursuant to which the Company will file a registration statement within 90 days of the closing date of the notes offering covering the resale of the notes, the guarantees and the shares of the Company’s common stock issuable in respect of the notes |
Summary of significant accoun19
Summary of significant accounting policies (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
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 nine months ended March 31, 2018 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 subsidiary, Akoustis, Inc. On February 22, 2018, Akoustis Manufacturing New York, Inc. was merged into Akoustis, Inc., with Akoustis, Inc. as surviving entity. 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 $725,004 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 Revisions Revised 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 Revisions Revised Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 ) Net loss per common 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 fiscal year 2018, the Company believes the impact would have been significant to such 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. |
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 nine months ended March 31, 2018 and 2017 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 March 31, 2018 and 2017: March 31, 2018 March 31, 2017 Options 1,263,859 160,000 Warrants 754,809 642,448 Totals 2,018,668 802,448 |
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. See Note 7. Derivative Liabilities for further description of the reclassification. |
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), and Revenue from Contracts with Customers (Topic 606). In February 2016, FASB issued ASU No. 2016-02, 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 accoun20
Summary of significant accounting policies (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of revised prior period amounts | Tabular summaries of the revisions are presented below: Consolidated Balance Sheet June 30, 2017 Previously Revisions Revised 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 Revisions Revised Net loss $ (9,108,240 ) $ (725,004 ) $ (9,833,244 ) Net loss per common share: Basic $ (0.54 ) $ (0.04 ) $ (0.58 ) |
Schedule of common stock equivalents | The Company had the following common stock equivalents at March 31, 2018 and 2017: March 31, 2018 March 31, 2017 Options 1,263,859 160,000 Warrants 754,809 642,448 Totals 2,018,668 802,448 |
Acquisition of the STC-MEMS B21
Acquisition of the STC-MEMS Business (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of unaudited 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 March 31, For the Nine Months Ended March 31, 2017 2017 Revenue $ 890,727 $ 2,179,212 Net loss $ (3,622,744 ) $ (10,938,529 ) Net loss per common share $ (0.20 ) $ (0.67 ) Weighted average common shares outstanding 17,691,114 16,419,225 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following as of March 31, 2018 and June 30, 2017: Estimated Useful Life March 31, 2018 June 30, 2017 Land n/a $ 1,000,000 $ 1,000,000 Building 11 years 3,000,000 3,000,000 Equipment 3-10 years 8,571,398 3,976,077 Other * 571,612 23,748 13,143,010 7,999,825 Less: Accumulated depreciation (907,459 ) (146,011 ) Total $ 12,235,551 $ 7,853,814 (*) Useful lives vary from 5-10 years, as well as leasehold improvements which are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Accounts payable and accrued 23
Accounts payable and accrued expenses (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following at March 31, 2018 and June 30, 2017: March 31, June 30, Accounts payable $ 127,540 $ 494,515 Accrued salaries and benefits 337,157 274,050 Accrued bonuses 420,136 — Accrued stock-based compensation to contractors 562,903 399,157 Other accrued expenses 460,924 168,646 Totals $ 1,908,660 $ 1,336,368 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
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 1.76 – 2.54 % Volatility 69 - 70 % 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 Granted 1,131,859 6.70 Exercised — — Forfeited/Cancelled (28,000 ) 7.12 Outstanding – March 31, 2018 1,263,859 $ 6.03 Exercisable – March 31, 2018 80,000 $ 1.50 |
Schedule of restricted stock awards and restricted stock unit | A summary of unvested restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) outstanding as of March 31, 2018 and changes during the nine months then ended is as follows: Number of RSAs/RSUs Weighted Average Fair Value per Share/Unit Outstanding - June 30, 2017 1,460,632 $ 3.66 Granted 999,494 6.58 Vested (540,160 ) 3.19 Forfeited/Cancelled/Repurchased (209,651 ) 3.21 Outstanding – March 31, 2018 1,710,315 $ 5.57 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
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 Year 1 $ 5,960,000 Year 2 $ 3,973,333 Year 3 $ 1,986,667 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
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 nine months ended March 31, 2018 and 2017 are as follows: Foundry Fabrication Services RF Filters Total Three months ended March 31, 2018 Revenue $ 255,160 $ 29,248 $ 284,408 Cost of revenue 304,528 3,760 308,288 Gross (loss)/profit (49,368 ) 25,488 (23,880 ) Research and development — 3,044,957 3,044,957 General and administrative — 2,441,992 2,441,992 Loss from Operations $ (49,368 ) $ (5,461,461 ) $ (5,510,829 ) Three months ended March 31, 2017 Revenue $ — $ 308,964 $ 308,964 Cost of revenue — — — Gross margin — 308,964 308,964 Research and development — 1,162,138 1,162,138 General and administrative — 1,203,641 1,203,641 Loss from Operations $ — $ (2,056,815 ) $ (2,056,815 ) Foundry Fabrication Services RF Filters Total Nine months ended March 31, 2018 Revenue $ 844,893 $ 37,776 $ 882,669 Grant revenue — 147,232 147,232 Cost of revenue 827,113 4,240 831,353 Gross margin 17,780 180,768 198,548 Research and development — 9,522,353 9,522,353 General and administrative — 6,464,518 6,464,518 Income/(Loss) from Operations $ 17,780 $ (15,806,103 ) $ (15,788,323 ) Nine months ended March 31, 2017 Revenue $ — $ 468,032 $ 468,032 Cost of revenue — — — Gross margin — 468,032 468,032 Research and development — 2,590,698 2,590,698 General and administrative — 4,533,652 4,533,652 Loss from Operations $ — $ (6,656,318 ) $ (6,656,318 ) As of March 31, 2018 Accounts receivable $ 508,012 $ 10,908 $ 518,920 Property and equipment 470,530 11,765,021 12,235,551 As of June 30, 2017 Accounts receivable $ — $ — $ — Property and equipment 424,174 7,429,640 7,853,814 |
Going Concern and Management 27
Going Concern and Management Plans (Details Narrative) - USD ($) | May 14, 2018 | Mar. 31, 2018 | May 01, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 |
Working capital | $ 5,300,000 | |||||
Accumulated deficit | 31,494,311 | $ 16,508,057 | ||||
Cash and cash equivalents | 6,472,162 | $ 9,631,520 | $ 9,425,699 | $ 4,155,444 | ||
Revenue from contract research and government grants | 1,000,000 | |||||
Revenue from MEMS foundry and engineering review services | $ 900,000 | |||||
Subsequent Event [Member] | ||||||
Cash and cash equivalents | $ 5,200,000 | |||||
Subsequent Event [Member] | 6.5% Convertible Senior Secured Notes [Member] | ||||||
Net proceeds from offering | $ 13,500,000 |
Summary of significant accoun28
Summary of significant accounting policies (Details) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Additional paid in capital | $ 48,211,327 | $ 31,499,889 |
Accumulated deficit | $ (31,494,311) | (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 accoun29
Summary of significant accounting policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Net loss | $ (4,802,640) | $ (2,064,172) | $ (14,986,254) | $ (7,532,838) | $ (9,833,244) |
Net loss per common share: | |||||
Basic (in dollars per share) | $ (0.58) | ||||
Previously Reported [Member] | |||||
Net loss | $ (9,108,240) | ||||
Net loss per common share: | |||||
Basic (in dollars per share) | $ (0.54) | ||||
Revisions [Member] | |||||
Net loss | $ (725,004) | ||||
Net loss per common share: | |||||
Basic (in dollars per share) | $ (0.04) |
Summary of significant accoun30
Summary of significant accounting policies (Details 2) - shares | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 2,018,668 | 802,448 |
Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,263,859 | 160,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 754,809 | 642,448 |
Summary of significant accoun31
Summary of significant accounting policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Additional paid in capital | $ 48,211,327 | $ 31,499,889 | |
Reduction in deferred tax assets | 9,500,000 | ||
Decrease in valuation allowance | $ 6,200,000 | ||
Statutory income tax rate (in percent) | 21.00% | ||
Subsequent Event [Member] | |||
Federal statutory income tax rate (in percent) | 28.00% | ||
Revisions [Member] | |||
Additional paid in capital | $ 725,004 |
Acquisition of the STC-MEMS B32
Acquisition of the STC-MEMS Business (Details) - Smart Systems Technology & Commercialization Center (STC-MEMS) [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Revenue | $ 890,727 | $ 2,179,212 |
Net loss | $ (3,622,744) | $ (10,938,529) |
Net loss per common share (in dollars per share) | $ (0.20) | $ (0.67) |
Weighted average common shares outstanding (in Shares) | 17,691,114 | 16,419,225 |
Acquisition of the STC-MEMS B33
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 ($) | 9 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2017 | ||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 13,143,010 | $ 7,999,825 | |
Less: Accumulated depreciation | (907,459) | (146,011) | |
Total | 12,235,551 | 7,853,814 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 1,000,000 | 1,000,000 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P11Y | ||
Gross | $ 3,000,000 | 3,000,000 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 8,571,398 | 3,976,077 | |
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P10Y | ||
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | P3Y | ||
Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross | [1] | $ 571,612 | $ 23,748 |
[1] | Useful lives vary from 5-10 years, as well as leasehold improvements which are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Property and equipment (Detai35
Property and equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 313,438 | $ 35,540 | $ 783,857 | $ 61,374 |
Fixed assets not in service | 3,294,015 | 3,294,015 | ||
Assets held for sale, net | $ 117,023 | $ 117,023 |
Accounts payable and accrued 36
Accounts payable and accrued expenses (Details) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 127,540 | $ 494,515 |
Accrued salaries and benefits | 337,157 | 274,050 |
Accrued bonuses | 420,136 | |
Accrued stock-based compensation to contractors | 562,903 | 399,157 |
Other accrued expenses | 460,924 | 168,646 |
Totals | $ 1,908,660 | $ 1,336,368 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Jun. 09, 2015 | May 22, 2015 | Apr. 30, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 |
Number of common stock new issued (in shares) | 2,640,819 | ||||||||
Gain (loss) on change in fair value of warrants | $ (8,028) | $ (877,490) | |||||||
Warrant [Member] | Revised Agreements [Member] | |||||||||
Number of common stock new issued (in shares) | 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 (in shares) | 154,177 | ||||||||
Private placement offering (the "2016-2017 Offering'') [Member] | Warrant [Member] | Placement Agents [Member] | |||||||||
Number of common stock new issued (in shares) | 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 (in shares) | 153,713 | ||||||||
Exercise price (in dollars per share) | $ 1.60 | ||||||||
Warrant term | 5 years |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018Customer | Mar. 31, 2017VendorCustomer | Mar. 31, 2018Customer | Mar. 31, 2017VendorCustomer | |
Cost of Goods Total [Member] | ||||
Number of vendor | Vendor | 1 | 1 | ||
Cost of Goods Total [Member] | Vendor 1 [Member] | ||||
Concentration risk, percentage | 27.00% | 13.00% | ||
Sales Revenue, Net [Member] | ||||
Number of vendor | Customer | 3 | 1 | 2 | 1 |
Sales Revenue, Net [Member] | Customer 1 [Member] | ||||
Concentration risk, percentage | 44.00% | 100.00% | 44.00% | 100.00% |
Sales Revenue, Net [Member] | Customer 2 [Member] | ||||
Concentration risk, percentage | 16.00% | 23.00% | ||
Sales Revenue, Net [Member] | Customer 3 [Member] | ||||
Concentration risk, percentage | 15.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Expected term (in years) | 5 years 6 months |
Risk-free interest rate (in percent) | 2.12% |
Volatility | 69.00% |
Dividend yield | 0.00% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 9 Months Ended |
Mar. 31, 2018$ / shares | |
Expected term (in years) | 5 years 6 months |
Risk-free interest rate (in percent) | 2.12% |
Volatility | 69.00% |
Dividend yield | 0.00% |
Minimum [Member] | |
Exercise price (in dollars per share) | $ 6.24 |
Expected term (in years) | 4 years |
Risk-free interest rate (in percent) | 1.76% |
Volatility | 69.00% |
Maximum [Member] | |
Exercise price (in dollars per share) | $ 7.12 |
Expected term (in years) | 7 years |
Risk-free interest rate (in percent) | 2.54% |
Volatility | 70.00% |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Option [Member] | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning (in shares) | shares | 160,000 |
Granted (in shares) | shares | 1,131,859 |
Exercised (in shares) | shares | |
Forfeited/Cancelled (in shares) | shares | (28,000) |
Outstanding ending (in shares) | shares | 1,263,859 |
Exercisable ending (in shares) | shares | 80,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding beginning (in dollars per share) | $ / shares | $ 1.50 |
Granted (in dollars per share) | $ / shares | 6.70 |
Exercised (in dollars per share) | $ / shares | |
Forfeited/Cancelled (in dollars per share) | $ / shares | 7.12 |
Outstanding ending (in dollars per share) | $ / shares | 6.03 |
Exercisable ending (in dollars per share) | $ / shares | $ 1.50 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Restricted Stock Award (RSAs) and Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning (in shares) | shares | 1,460,632 |
Granted (in shares) | shares | 999,494 |
Vested (in shares) | shares | (540,160) |
Forfeited/Cancelled/Repurchased (in shares) | shares | (209,651) |
Outstanding ending (in shares) | shares | 1,710,315 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding beginning (in dollars per share) | $ / shares | $ 3.66 |
Granted (in dollars per share) | $ / shares | 6.58 |
Vested (in dollars per share) | $ / shares | 3.19 |
Forfeited/Cancelled/Repurchased (in dollars per share) | $ / shares | 3.21 |
Outstanding ending (in dollars per share) | $ / shares | $ 5.57 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Stock based compensation | $ 3,628,331 | $ 2,952,850 | |||||
Number of shares issued (in shares) | 2,640,819 | ||||||
Shares issued price per share (in dollars per share) | $ 5.50 | ||||||
Proceeds from issuance of shares | $ 14,500,000 | ||||||
Stock commissions and expenses | $ 1,300,000 | ||||||
Investor [Member] | Private Placement Offering (the "May 2017 Offering") [Member] | |||||||
Number of shares issued (in shares) | 542,450 | ||||||
Placement Agent Warrants [Member] | |||||||
Number of shares issued (in shares) | 154,177 | ||||||
Fair value of the shares issued | $ 645,757 | ||||||
Restricted Stock Award (RSAs) and Restricted Stock Units (RSUs) [Member] | |||||||
Granted of fair value (in shares) | 999,494 | ||||||
Unrecognized stock based compensation expense | $ 6,100,000 | $ 6,100,000 | $ 6,100,000 | ||||
Accrued stock compensation expenses | $ 562,903 | 562,903 | 562,903 | $ 399,157 | |||
Stock based compensation expense | 941,505 | $ 698,103 | 2,533,495 | 2,931,885 | |||
Performance Shares [Member] | |||||||
Granted of fair value (in shares) | 139,500 | ||||||
Unrecognized stock based compensation expense | $ 800,000 | 800,000 | $ 800,000 | ||||
Award vesting percent on first anniversary (in percent) | 100.00% | ||||||
Stock based compensation expense | 69,383 | $ 69,383 | |||||
2015 Stock Option Plan [Member] | |||||||
Total intrinsic value of options outstanding | 692,800 | 692,800 | 692,800 | ||||
Unrecognized stock based compensation expense | 3,200,000 | 3,200,000 | 3,200,000 | ||||
Total intrinsic value of options exercisable | $ 346,400 | 346,400 | $ 346,400 | ||||
Unrecognized stock based compensation expense amortized period | 2 years 9 months 14 days | ||||||
Stock based compensation | $ 540,612 | $ 6,888 | $ 1,025,453 | $ 20,968 | |||
Employees And Directors [Member] | |||||||
Granted of fair value (in shares) | 1,131,859 |
Commitments (Details)
Commitments (Details) | 9 Months Ended |
Mar. 31, 2018USD ($) | |
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) | Feb. 27, 2018 | Mar. 23, 2017 | Mar. 31, 2018USD ($)N | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)N | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($) |
Number of leases | N | 2 | 2 | |||||
Discount rate (in percent) | 17.50% | ||||||
Contingent liability | $ 1,174,786 | $ 1,174,786 | $ 1,730,542 | ||||
Gain on contingent liability | 635,061 | $ 555,756 | |||||
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 | 49,549 | 14,312 | $ 101,267 | 42,716 | |||
Lease term | 3 years | ||||||
36 - Month Lease Agreement [Member] | Equipment [Member] | Canandaigua, New York [Member] | |||||||
Annual rent | $ 1,429 | $ 71,516 | |||||
Lease and Project Agreement and Company Lease Agreement [Member] | Ontario County Industrial Development Agency [Member] | |||||||
Description of agreement | Pursuant to the Agreements, the Company will lease for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA will lease the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the Agreements, which expires on December 31, 2028. In addition, subject to the terms of the Lease and Project Agreement, certain purchases and leases of eligible items will be exempt from the imposition of sales and use taxes. Subject to the terms of the Lease and Project Agreement, the OCIDA has also granted to the Company an exemption from certain mortgage recording taxes for one or more mortgages securing an aggregate principal amount not to exceed $12 million, or such greater amount as approved by the OCIDA in its sole and absolute discretion. | ||||||
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 | Mar. 31, 2018 | Mar. 31, 2017 |
Number of shares issued (in shares) | 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 (in shares) | 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 | $ 14,445 | ||||
AEG Consulting LLC (firm owned by a Co-Chairman) [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Number of shares granted (in shares) | 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] | Option [Member] | ||||||
Number of shares granted (in shares) | 10,000 | |||||
Fair value of shares granted | $ 46,292 | |||||
Exercise price of options (in dollars per share) | $ 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 (in shares) | 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 (in shares) | 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 (in shares) | 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 (in shares) | 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 | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Revenue | $ 284,408 | $ 308,964 | $ 882,669 | $ 468,032 | |
Grant revenue | 147,232 | ||||
Cost of revenue | 308,288 | 831,353 | |||
Gross (loss)/profit | (23,880) | 308,964 | 198,548 | 468,032 | |
Research and development | 3,044,957 | 1,162,138 | 9,522,353 | 2,590,698 | |
General and administrative | 2,441,992 | 1,203,641 | 6,464,518 | 4,533,652 | |
Income/(Loss) from Operations | (5,510,829) | (2,056,815) | (15,788,323) | (6,656,318) | |
Accounts receivable | 518,920 | 518,920 | |||
Property and equipment | 12,235,551 | 12,235,551 | 7,853,814 | ||
Foundry Fabrication Services [Member] | |||||
Revenue | 255,160 | 844,893 | |||
Grant revenue | |||||
Cost of revenue | 304,528 | 827,113 | |||
Gross (loss)/profit | (49,368) | 17,780 | |||
Research and development | |||||
General and administrative | |||||
Income/(Loss) from Operations | (49,368) | 17,780 | |||
Accounts receivable | 508,012 | 508,012 | |||
Property and equipment | 470,530 | 470,530 | 424,174 | ||
RF Filters [Member] | |||||
Revenue | 29,248 | 308,964 | 37,776 | 468,032 | |
Grant revenue | 147,232 | ||||
Cost of revenue | 3,760 | 4,240 | |||
Gross (loss)/profit | 25,488 | 308,964 | 180,768 | 468,032 | |
Research and development | 3,044,957 | 1,162,138 | 9,522,353 | 2,590,698 | |
General and administrative | 2,441,992 | 1,203,641 | 6,464,518 | 4,533,652 | |
Income/(Loss) from Operations | (5,461,461) | $ (2,056,815) | (15,806,103) | $ (6,656,318) | |
Accounts receivable | 10,908 | 10,908 | |||
Property and equipment | $ 11,765,021 | $ 11,765,021 | $ 7,429,640 |
Segment Information (Details Na
Segment Information (Details Narrative) | 9 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - 6.5% Convertible Senior Secured Notes [Member] | May 14, 2018USD ($)$ / shares |
Principal amount | $ 15,000,000 |
Interest rate | 6.50% |
Maturity date | May 31, 2023 |
Conversion price | $ / shares | $ 6.55 |
Description of debt comversion | The notes will mature on May 31, 2023, unless earlier converted, redeemed or repurchased. Interest on the notes accrues at the rate of 6.5% per year and is payable at the Company’s option quarterly in cash and/or freely tradable shares of the Company’s common stock, subject to certain limitations. The notes may be converted into common stock at the option of the holder at any time prior to maturity at an initial conversion price of $6.55 per share, subject to adjustment under certain circumstances. If the holder elects to convert the notes at any time on or after the date that is one year after the last date of original issuance of the notes and prior to May 31, 2021, the holder will also receive a make-whole payment equal to the remaining scheduled interest payments that would have been made on the notes converted had such notes remained outstanding through May 31, 2021 (the “put date”). At the Company’s option, make-whole payments may be paid in cash and/or freely tradable shares of the Company’s common stock. The holders of the notes will have a one-time right, exercisable prior to the put date in the manner described in the indenture relating to the notes, to require the Company to repurchase for cash all (but not less than all) of such holder’s notes on the put date at a purchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, and including, the put date. At any time on or after May 31, 2019, if the closing sale price per share of the Company’s common stock is greater than 175% of the then-effective conversion price for each of 20 days of any 30 consecutive trading day period immediately preceding the Company’s optional redemption notice, the Company may redeem the notes at a redemption price equal to 100% of the principal amount thereof, plus accrued interest. |
Net proceeds from offering | $ 13,500,000 |