Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Feb. 11, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | NEXIEN BIOPHARMA, INC. | |
Entity Central Index Key | 0001625288 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,931,196 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Current Assets | ||
Cash | $ 48,134 | $ 10,786 |
Prepaid expenses | 6,000 | 12,000 |
Total current assets | 54,134 | 22,786 |
Total Assets | 54,134 | 22,786 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,714 | 17,151 |
Convertible note payable - related | 12,000 | |
Total current liabilities | 2,714 | 29,151 |
Convertible Notes Payable - related, net of discount of $37,332 | 27,668 | |
Total liabilites | 30,382 | 29,151 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $.0001 par value; 10,000,000 authorized; none issued | ||
Common stock-$.0001 par value; 200,000,000 shares authorized; 55,931,196 shares issued and outstanding -December 31, 2020; 53,984,004 shares issued and outstanding -June 30, 2020; | 5,593 | 5,398 |
Additional paid in capital | 12,194,483 | 11,583,159 |
Common stock subject to forfeiture | (1,839,714) | (3,147,763) |
Accumulated deficit | (10,336,610) | (8,447,159) |
Total Stockholders' Deficit | 23,752 | (6,365) |
Total Liabilities and Stockholders' Deficit | $ 54,134 | $ 22,786 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 55,931,196 | 53,984,004 |
Common stock, shares outstanding | 55,931,196 | 53,984,004 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses | ||||
Professional fees | 7,400 | 9,065 | 22,990 | 33,001 |
General and administrative | 818,798 | 687,209 | 1,864,500 | 1,370,175 |
Impairment of license fee | 35,000 | |||
Total operating expenses | 826,198 | 696,274 | 1,887,490 | 1,438,176 |
Other expense | ||||
Interest expense-related | 527 | 655 | ||
Amortization of discount on convertible notes | 1,306 | 1,306 | ||
Total other expense | 1,833 | 1,961 | ||
Net loss | $ (828,031) | $ (696,274) | $ (1,889,451) | $ (1,438,176) |
Loss per share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Weighted average shares outstanding - basic and diluted | 55,784,493 | 53,984,004 | 55,370,365 | 53,842,089 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Common Stock Subject to Forfeiture [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2019 | $ 5,351 | $ 11,505,819 | $ (5,469,708) | $ (5,775,542) | $ 265,920 |
Balance shares at Jun. 30, 2019 | 53,510,718 | ||||
Issuance of stock for accounts payable at $0.09 per share | $ 1 | 1,499 | 1,500 | ||
Issuance of stock for accounts payable at $0.09 per share, shares | 16,667 | ||||
Issuance of stock for license at $0.09 per share | $ 38 | 34,962 | 35,000 | ||
Issuance of stock for license at $0.09 per share, shares | 381,619 | ||||
Issuance of stock for services at $0.10 per share | $ 8 | 7,492 | 7,500 | ||
Issuance of stock for services at $0.10 per share, shares | 75,000 | ||||
Vesting of management shares subject to forfeiture | 18,750 | 18,750 | |||
Amortization of CRx shares | 1,204,459 | 1,204,459 | |||
Fair value of options and warrants issued for services | 33,387 | 33,387 | |||
Net loss | (1,438,176) | (1,438,176) | |||
Balance at Dec. 31, 2019 | $ 5,398 | 11,583,159 | (4,246,499) | (7,213,718) | 128,340 |
Balance shares at Dec. 31, 2019 | 53,984,004 | ||||
Balance at Jun. 30, 2019 | $ 5,351 | 11,505,819 | (5,469,708) | (5,775,542) | 265,920 |
Balance shares at Jun. 30, 2019 | 53,510,718 | ||||
Balance at Jun. 30, 2020 | $ 5,398 | 11,583,159 | (3,147,763) | (8,447,159) | (6,365) |
Balance shares at Jun. 30, 2020 | 53,984,004 | ||||
Issuance of stock for conversion of related party note payable and interest at $0.014 per share | $ 180 | 24,981 | 25,161 | ||
Issuance of stock for conversion of related party note payable and interest at $0.014 per share, shares | 1,797,192 | ||||
Issuance of stock for accounts payable at $0.09 per share | $ 15 | 13,485 | 13,500 | ||
Issuance of stock for accounts payable at $0.09 per share, shares | 150,000 | ||||
Amortization of CRx shares | 1,308,049 | 1,308,049 | |||
Fair value of options granted | 282,116 | 282,116 | |||
Fair value of warrants issued | 252,104 | 252,104 | |||
Discount on convertible debt | 38,638 | 38,638 | |||
Net loss | (1,889,451) | (1,889,451) | |||
Balance at Dec. 31, 2020 | $ 5,593 | $ 12,194,483 | $ (1,839,714) | $ (10,336,610) | $ 23,752 |
Balance shares at Dec. 31, 2020 | 55,931,196 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
License [Member] | ||
Shares issued price, per share | $ 0.09 | |
Services [Member] | ||
Shares issued price, per share | 0.10 | |
Accounts Payable [Member] | ||
Shares issued price, per share | $ 0.09 | $ 0.09 |
Related Party Notes Payable and Interest [Member] | ||
Shares issued price, per share | $ 0.014 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (1,889,451) | $ (1,438,176) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock based compensation | 534,220 | 52,137 |
Fair value of shares issued for CRx Acquisition | 1,308,049 | 1,204,459 |
Stock issued for services and license fee | 13,500 | 42,500 |
Discount on convertible debt | 1,306 | |
Changes is assets and liabilities | ||
Decrease in prepaids | 6,000 | 66,002 |
(Decrease) in accounts payable and accrued expenses | (14,276) | (24,751) |
Cash used in operating activities | (40,652) | (97,829) |
Cash flows from investing activities | ||
Cash used in investing activities | ||
Cash flows from financing activities | ||
Cash proceeds from convertible notes-related | 78,000 | |
Cash provided by financing activities | 78,000 | |
Net increase in cash and cash equivalents | 37,348 | (97,829) |
Cash and cash equivalents, beginning of period | 10,786 | 146,356 |
Cash and cash equivalents, end of period | 48,134 | 48,527 |
Supplemental disclosure of non-cash investing and financing activities | ||
Shares issued for settlement of accounts payable | 13,500 | 1,500 |
Shares issued for conversion of related party note and interest | $ 25,161 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Note 1 – Nature of Business and Basis of Presentation The Company was incorporated on November 10, 1952 in Michigan as Gantos, Inc. On July 21, 2008, the Company completed its change in domicile to Delaware and subsequently changed its name to Kinder Holding Corp. (the “Company”). As of October 13, 2017, the Company completed a reverse acquisition of Intiva BioPharma Inc., a Colorado corporation (“BioPharma”) through an exchange of shares (the “Share Exchange Transaction”). In connection with the Share Exchange Transaction, the Company changed its name to Intiva BioPharma Inc. on November 8, 2017 and, in September 2018, the Company changed its name to Nexien BioPharma, Inc. As further described in Note 4, BioPharma became a wholly-owned subsidiary of the Company. Since this transaction resulted in the existing shareholders of BioPharma acquiring control of the Company, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of the Company (a reverse acquisition with BioPharma as the accounting acquirer). The operations of BioPharma were the only continuing operations of the Company. The accompanying financial statements as of December 31, 2020 and for the three and six months then ended, and June 30, 2020, and year then ended, present the historical financial information of BioPharma. BioPharma was incorporated under the laws of the State of Colorado on March 27, 2017 to pursue pre-clinical and drug development activities, in accordance with U.S. Food and Drug Administration (“FDA”) protocols, for certain pharmaceutical formulations that include cannabinoids. It is pursuing the formulation and development of drugs containing cannabinoids for the treatment of various diseases, disorders and medical conditions, and owns a license covering certain intellectual property, including certain patent applications, and has filed three of its own provisional patent applications for other drugs that include cannabinoids and other substances, including terpenes, that are intended to be developed with the objective of treating certain medical conditions and disorders. It was formed as a corporate subsidiary of the Colorado corporation Kanativa USA Inc. (“Kanativa USA”), which is a subsidiary of the Ontario, Canada corporation, Kanativa Inc. Principles of Consolidation The accompanying consolidated financial statements include BioPharma and its wholly owned subsidiaries: Intiva BioPharma Inc. (a Colorado corporation), NexN Inc. (“NexN”) and NexDM Inc. (collectively the “Company”), and were prepared from the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated on consolidation. All share and per share amounts have been adjusted in the footnotes and accompanying financial statements to give effect to the Share Exchange Transaction. (See Note 4). |
Going Concern Uncertainty
Going Concern Uncertainty | 6 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | Note 2 - Going Concern Uncertainty The accompanying financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception of $10,336,610. The development of pharmaceuticals with the objective of obtaining approval by the FDA and other international regulatory authorities is not a short-term endeavor for any specific drug candidate. It also requires extremely significant amounts of capital funding for clinical trials and other matters. At December 31, 2020, the Company had working capital $51,420. The Company will require significant additional capital to fund the implementation and execution of its business plan. This capital, which likely will be millions of dollars for a single drug candidate, will be required for research, regulatory applications, and clinical trials. At the present time, the Company does not have any commitments or known sources for this level of funding. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents at December 31, 2020 and June 30, 2020. Valuation of Long-Lived Assets The Company reviews the recoverability of its long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Fair Value of Financial Instruments Financial Accounting Standards Board (FASB) ASC 825, Financial Instruments, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2020 and June 30, 2020, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Fair Value Measurements The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended December 31, 2020 and June 30, 2020, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. As at December 31, 2020 and June 30, 2020, no assets or liabilities were required to be measured at fair value on a recurring basis. Earnings per Common Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Income Taxes The Company has adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Revenue Recognition The Company has adopted ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Research and Development Expenses Research and development expenses are charged to operations as incurred. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are deposited with major banks in the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk. Stock-based compensation Pursuant to ASC 718, Compensation – Stock Compensation, all share-based payments to employees, including grants of employee stock options, are recognized in the statement of operations based on their fair values. Issuance of shares for non-cash consideration The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current period presentation. Recent Accounting Pronouncements Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2020 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Share Exchange Agreement
Share Exchange Agreement | 6 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Share Exchange Agreement | Note 4 – Share Exchange Agreement On August 8, 2017, the Company entered into a Share Exchange Agreement, as amended and restated on October 13, 2017 (the “Agreement”), with BioPharma. Pursuant to the terms of the Agreement, the Company agreed to issue to the shareholders of BioPharma 42,642,712 post-reverse stock-split shares of the Company’s common stock, par value $0.0001 (“Common Stock”), in exchange for all of the issued and outstanding shares of BioPharma capital stock, thereby making BioPharma a wholly-owned subsidiary of the Company. As part of the Closing of the Agreement, the 20,000,000 pre-reverse split shares of the Company’s Common Stock previously purchased by Kanativa USA, effective on June 26, 2017 in a change in control transaction from the Company’s control shareholders, were canceled. Since this transaction resulted in the existing shareholders of BioPharma acquiring control of the Company, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of the Company (a reverse acquisition with BioPharma as the accounting acquirer). |
License Agreements
License Agreements | 6 Months Ended |
Dec. 31, 2020 | |
License Agreements | |
License Agreements | Note 5 – License Agreements Kotzker License Agreement In March 2017, the Company licensed certain intellectual property from Kotzker Consulting LLC (“Kotzker Consulting”), an unrelated entity. The licensed intellectual property included patent applications relating to the use of cannabinoid receptor modulators and terpenes in the acute treatment during exposure to organophosphorus nerve agents and/or organophosphorus insecticides. Under terms of the agreement, the Company was required to use its commercially reasonable efforts to develop and commercialize the licensed products, and, in particular, was to be responsible for the design, manufacturing, preclinical, clinical, and regulatory development activities of the licensed products and shall bear the costs of such activities. As consideration for entering into the agreement, the Company agreed to: (i) pay Kotzker Consulting $180,000, (ii) pay patent prosecution costs incurred as of the date of the agreement of $15,000 and (iii) issue to Kotzker Consulting 31,550 shares of Kanativa Inc.’s common stock valued at $78,875 ($2.50 per share based on a private placement to third parties of Kanativa Inc.’s common stock at that time). The Company also capitalized legal fees of $29,040 incurred in conjunction with acquiring the license agreement. The license agreement was to terminate, on a country by country basis, upon the expiration of the licensed patent for the licensed intellectual property, or when a competitor generic product utilizing the licensed technology was marketed in the particular country. The Company was to be responsible for development milestone payments for (i) licensed products for use as a preventative and therapeutic neuroprotective against nerve agents and pesticides and (ii) licensed products for treatment of diseases. Milestone payments for each of the foregoing was to be due in two payments, the first payment no later than thirty (30) days from acceptance of submission of the regulatory filing of the first licensed product and the second payment no later than thirty (30) days from approval of the first licensed product. Royalties were to be due beginning with first commercial sale of developed products. The Company had completed and submitted a Pre-Investigational New Drug meeting request and amendment thereto with the FDA. In September 2017, the Company entered into a contract with a contract manufacturing organization to develop an injectable formulation of a drug product to be submitted to the FDA. It was anticipated that the product would be developed utilizing the new drug application 505(b) (2) regulatory pathway for use in the treatment during and immediately following exposure to organophosphorous nerve agents. The drug product was to consist of a synthetic cannabinoid and a blend of terpenes in an injectable vehicle. The Company previously estimated that it may not be able to recover the $302,915 carrying value of costs capitalized under the Kotzker License Agreement and recognized an impairment of the $302,915 at June 30, 2019. In December 2020, the Company elected to terminate this agreement, assigned the licensed intellectual property back to Kotzker and issued 150,000 restricted shares of common stock, valued at $13,500 ($0.09 per share) as a final payment for consulting fees owed. Accu-Break License Agreement On February 28, 2018, the Company obtained a worldwide exclusive license with respect to a proprietary delivery system for cannabinoid-based medications from Accu-Break Pharmaceuticals Inc (Accu-Break). Upon execution of the agreement, as amended September 18, 2018, $35,000 was paid to the licensor; an additional $30,000 was paid in cash during the year ended June 30, 2019; and a final payment of $35,000 was paid in common stock of the Company during the year ended June 30, 2020. The Company is required to pay milestone payments upon obtaining regulatory approval of pharmaceutical licensed products and royalties based upon sales of licensed products. The Company may grant sublicenses under the terms of the agreement. The Company has previously estimated that it may not be able to recover the $65,000 of costs capitalized under the Accu-Break License Agreement, and recognized an impairment of $65,000 for the license at June 30, 2019. The $35,000 value of common stock issued in the year ended June 30, 2020 was charged to operations. Although the Company has recognized an impairment under Generally Accepted Accounting Principles, it retains its rights under the Accu-Break license agreement. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6– Stockholders’ Equity Common stock During the year ended June 30, 2020, the Company issued 473,286 shares of its common stock as follows: ● 16,667 shares, valued at $1,500 ($0.09 per share), as consideration for consulting services rendered. ● 75,000 shares, valued at $7,500 ($0.10 per share), as partial consideration for entering into an investor relations contract. ● 381,619 shares, valued at $35,000 ($0.092 per share), for final payment on the license agreement with respect to a proprietary delivery system for cannabinoid-based medications (See Note 5). During the six months ended December 31, 2020, the Company issued shares of its common stock as follows: ● 1,797,192 shares, at $0.014 per share, to its CEO for conversion of a note payable in the principal amount of $25,000 and accrued interest of $161. ● 150,000 shares valued at $13,500, $0.09 per share, as consideration for consulting services under the Kotzker License Agreement (Note5). CRX Limited Liability Company Interest Purchase Agreement On October 26, 2018, Company entered into a Limited Liability Company Interest Purchase Agreement (the “Purchase Agreement”) with the members of CRX Bio Holdings LLC, a Delaware limited liability company (“CRX”), to acquire all of the membership interest in CRX in exchange for 11,000,000 restricted shares of the Company’s common stock (the “Acquisition”), valued at $0.76 per share. The transaction has been accounted for as an asset acquisition, and not a business combination, and has been valued at the fair value of the common stock issued by the Company, as CRX’s cost basis was $0 in the assets. CRX is engaged in the research and development of advanced cannabinoid formulations and drug delivery systems with a focus on bioavailability and related pharmacokinetics and pharmacodynamics (PK/PD) enhancement. The Acquisition transaction was consummated on October 26, 2018. By acquiring CRX as a wholly-owned subsidiary, the Company acquired all of its assets, which consist primarily of three U.S. provisional patent applications relating to cannabinoid formulations to treat convulsive disorders, chronic traumatic encephalopathy, and neuropathic pain. At the closing, the Company issued to the six members of CRX (the “Sellers”) 1,100,000 shares not subject to any forfeiture restrictions and 9,900,000 shares which shall be released from forfeiture restrictions according to the following vesting schedule: ● 30% shall be fully vested 12 months following the Closing (October 26, 2019); ● 30% shall be fully vested 24 months following the Closing (October 26, 2020); ● 30% shall be fully vested 36 months following the Closing (October 26, 2021). Any Seller who is not then providing services to the Company or any of its subsidiaries on any vesting date, whether through voluntary termination or termination “for cause,” will forfeit his unvested shares, which will be cancelled. The transaction has been valued at $8,360,000, based on the fair value of the 11,000,000 shares issued of $0.76 per share, as per the closing market price of the Company’s common stock on the date of the agreement. The $836,000 fair value of the 1,100,000 shares issued not subject to any forfeiture restrictions was charged to operations during the six months ended December 31, 2018. The $7,524,000 fair value of the 9,900,000 shares subject to forfeiture has been charged to stockholders’ equity as a contra equity account, and is being amortized over the vesting periods. The net amount charged to stockholder’s equity was $0 on the date of the acquisition. As at December 31, 2020 and June 30, 2020, an aggregate $5,095,286 and $3,787,237, respectively, has been charged to operations for the value of vested shares issued and the amortization of the unvested CRX shares. For the three months ended December 31, 2020 and 2019, $521,051 and $625,513, respectively, has been charged to operations for the amortization of unvested CRX shares during each of the periods. 2017 Stock Incentive Plan On August 10, 2017, the Company adopted the “2017 Stock Incentive Plan” and granted an aggregate of 6,400,000 shares of Common Stock to five officers and directors of the Company, valued at $800,000 ($0.125 per share). In March 2018, 1,166,667 unvested shares (valued at $145,833) previously issued to the Company’s former Chief Executive Officer were canceled. On July 25, 2018, the Company accelerated the vesting of 1,083,342 unvested shares of Common Stock previously granted to its former Chief Executive Officer and Chief Financial Officer. As of June 30, 2020, all 5,233,333 shares issued (valued at $654,167) have been vested, of which 150,000 shares, valued at $18,750, were vested during the year ended June 30, 2020. 2018 Equity Incentive Plan (i) On March 30, 2018, the Company’s board of directors approved and recommended for adoption by the stockholders of the Company a 2018 Equity Incentive Plan and has reserved 8,000,000 shares of Common Stock for issuance under the terms of that Plan. In July 2018, the Board of Directors granted options to purchase a total of 1,810,000 shares of Common Stock, exercisable for a period of seven years, to officers/directors/consultants of the Company at an exercise price of $0.54 per share. In August 2018, the Board of Directors granted options to purchase a total of 150,000 shares of Common Stock, exercisable for a period of seven years, to two individuals, (i) a director and (ii) a consultant of the Company, at an exercise price of $0.38 per share. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates 2.3% - 2.8 % Average expected life (in years) 4.0 to 7.0 Volatility 160% to 296 % The fair value of the options granted at June 30, 2020 is $867,715, including $33,307 for the fair value of options vested in 2020. All options granted have been fully vested as of June 30, 2020. (ii) On October 17, 2018, the Board of Directors granted options to purchase an aggregate 800,000 shares of Common Stock, exercisable for a period of seven years, to officers/directors of the Company at an exercise price of $0.655 per share and confirmed a grant of options made as of October 1, 2018, to purchase 500,000 shares of Common Stock, exercisable for a period of seven years, to an officer and director of the Company at an exercise price $0.48. All of the options were fully vested as of the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates 2.88% - 2.93 % Average expected life (in years) 4.0 Volatility 171% to 172 % The fair value of the fully vested options granted of $803,997 was charged to operations during the year ended June 30, 2019. (iii) On August 19, 2020, the Board of Directors authorized the issuance of an aggregate 5,000,000 options to three officers of the Company, exercisable at $0.08 per share for a seven-year period from the date of grant. As of the date of grant, 3,333,334 options were fully vested and the balance of 1,666,666 options will vest quarterly over the next four calendar quarters beginning September 30, 2020. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates .23 % Average expected life (in years) 4.0 Volatility 152 % The fair value of the vested options granted of $282,116 was charged to operations during the six months ended December 31, 2020. A summary of option activity during the six months ended December 31, 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2020 2,995,000 $ 0.55 Granted 5,000,000 $ 0.08 Exercised - Expired/Canceled - Outstanding– December 31, 2020 7,995,000 $ 0.26 5.0 Exercisable – December 31, 2020 7,161,667 $ 0.29 5.0 Warrants On November 24, 2020, the Company issued warrants for the acquisition of common shares as partial consideration for the issuance of convertible notes (Note 7(b)). The following table summarizes information about warrants outstanding at December 31, 2020: Number Exercise Price Expires Class A 1,727,299 $ 0.040265 November 24, 2025 Class B 1,727,299 $ 0.043276 November 24, 2025 Class C 1,727,299 $ 0.045157 November 24, 2025 The fair value of the warrants granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates .39 % Average expected life (in years) 2.5 Volatility 153 % The relative fair value of the warrants granted of $252,104 was charged to operations at the date of grant. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable (a) On June 11, 2020, the Company entered into a financing arrangement with its CEO under which he agreed to lend the Company up to $25,000. The note bears interest at 5% per annum and is due upon demand. At the option of the lender, the unpaid principal and interest may be converted, in whole or in part, into shares of the Company’s common stock at the lesser of (i) $0.014, being the closing price of the Company’s common stock as of the date of the note, or (ii) the volume-weighted average price (VWAP) of the Company’s common stock over the ten trading days immediately preceding the Company’s receipt of Notice of Conversion from the lender. As the market price of the Company’s common stock and the VWAP were the same as of the date of the note, no discount for beneficial conversion feature has been recorded. As of June 30, 2020, the lender had advanced $12,000 under the arrangement; and accrued interest of $33 is included in accounts payable and accrued expenses at June 30, 2020. On July 10, 2020, the Company’s CEO loaned the Company an additional $13,000 pursuant to the financing arrangement. On August 12, 2020, the CEO sent notice to the Company that he was electing to convert the outstanding principal of $25,000 and accrued interest of $161 to 1,797,192 shares of common stock at the contractual conversion price of $0.014 per share. No gain or loss was recognized on conversion as the conversion was made under the terms of the note agreement. (b) On November 24, 2020, the Company entered into financing agreements with two individuals, its CEO and a shareholder. Under the agreements, the Company issued unsecured convertible promissory notes due in three years (November 24, 2023) with accrued interest at the rate of 8% per annum, compounded annually. The notes and accrued interest are convertible at the option of the holders at any time into restricted shares of the Company’s common stock at a price of $0.037631, being the volume-weighted average price of the common stock over the 10 trading days immediately preceding the date the notes were funded. The CEO was issued a note in the principal amount of $40,000, which included a $15,000 advance made in October 2020 and an additional loan of $25,000. A stockholder of the Company loaned $25,000 on these terms. Both lenders were also issued three types of warrants, exercisable for a five-year period, at prices of $0.040265, $0.043276, and $0.045157, to purchase a total of 5,181,897 shares (Note 6). The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $38,638 for the expense portion of the notes is being amortized over the term of the notes. This fair value has been determined based on the current trading prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. During the three months ended December 31, 2020, $1,306 was charged to operations for amortization during the period of the Beneficial Conversion Feature. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions BioPharma was formed as a subsidiary of Kanativa USA, which is a subsidiary of Kanativa Inc. Kanativa USA was issued 24,000,000 shares of BioPharma’s common stock as consideration for its contribution of 100% of the ownership of NexN, and costs and expenses incurred on behalf of BioPharma and NexN in the amount of $201,228. Included in the consideration for the issuance of the common stock is $172,915 of capitalized license agreement costs comprised of (i) the value of Kanativa Inc. common stock issued to Kotzker Consulting of $78,875 and (ii) payments to Kotzker Consulting and legal costs in the aggregate of $94,040 (See Note 5). At June 30, 2017, BioPharma was owed $141,329 from Kanativa USA for advances made by BioPharma on behalf of Kanativa USA in conjunction with the Share Exchange Agreement (See Note 4). As of June 30, 2020, an aggregate $50,662 was repaid by Kanativa USA, including $15,000 and $9,000 during the years ended June 30, 2019 and June 30, 2020, respectively. The remaining balance of $90,667 was due on March 1, 2020. On May 1, 2020, BioPharma and Kanativa USA entered into an agreement extending the due date for payment of the remaining balance to June 30, 2020. Effective June 30, 2020, Kanativa USA determined that it would be unable to pay the remaining balance of the advance. Accordingly, the Company wrote-off the remaining balance of $90,667 as a charge to operations during the period ended June 30, 2020. On August 10, 2017, the Company granted an aggregate of 6,400,000 shares of Common Stock to five officers and directors of the Company, valued at $800,000 ($0.125 per share), under the Company’s 2017 Stock Incentive Plan. One-third of each grant vested as of the initial date of grant (August 10, 2017), and 8-1/3% upon the end of each calendar quarter beginning December 31, 2017. In March 2018, the Company cancelled 1,166,667 unvested shares previously issued to its former CEO. As of June 30, 2020, all granted shares, valued at $654,167, were fully vested. In February 2018, the Company entered into an exclusive license agreement with Accu-Break whose President was an affiliate of the Company at the time of the agreement (See Note 5). The members of the Company’s Board of Directors, its Chief Executive Office and its Chief Financial Officer are also directors and officers of Kanativa Inc., and other subsidiaries and affiliated entities of Kanativa Inc. In June and November 2020, the Company issued convertible notes payable with its Chief Executive Officer and a shareholder of the Company (See Note 7). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9- Commitments and Contingencies At December 31, 2020, there were no legal proceedings against the Company. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 10 – Subsequent Event On February 3, 2021, the Company entered into an agreement with an investor relations firm to provide services for shareholder information and relations. The agreement is for an initial one-year period. Under the terms of the agreement, the Company shall pay a retainer of $2,500 per month for the first three months and $10,000 per month thereafter. The agreement may be terminated by the Company after the initial three months, at which time the Company would be obligated to pay an additional one month’s retainer. The Company has analyzed its operations subsequent to December 31, 2020 through the date these financial statements were issued, and has determined that it does not have any other additional material subsequent events to disclose. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents at December 31, 2020 and June 30, 2020. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets The Company reviews the recoverability of its long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board (FASB) ASC 825, Financial Instruments, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2020 and June 30, 2020, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. |
Fair Value Measurements | Fair Value Measurements The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended December 31, 2020 and June 30, 2020, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. As at December 31, 2020 and June 30, 2020, no assets or liabilities were required to be measured at fair value on a recurring basis. |
Earnings Per Common Share | Earnings per Common Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company has adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
Revenue Recognition | Revenue Recognition The Company has adopted ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are charged to operations as incurred. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are deposited with major banks in the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk. |
Stock-based Compensation | Stock-based compensation Pursuant to ASC 718, Compensation – Stock Compensation, all share-based payments to employees, including grants of employee stock options, are recognized in the statement of operations based on their fair values. |
Issuance of Shares for Non-cash Consideration | Issuance of shares for non-cash consideration The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2020 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates .23 % Average expected life (in years) 4.0 Volatility 152 % |
Schedule of Stock Option Activity | A summary of option activity during the six months ended December 31, 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2020 2,995,000 $ 0.55 Granted 5,000,000 $ 0.08 Exercised - Expired/Canceled - Outstanding– December 31, 2020 7,995,000 $ 0.26 5.0 Exercisable – December 31, 2020 7,161,667 $ 0.29 5.0 |
Schedule of Warrants Outstanding | The following table summarizes information about warrants outstanding at December 31, 2020: Number Exercise Price Expires Class A 1,727,299 $ 0.040265 November 24, 2025 Class B 1,727,299 $ 0.043276 November 24, 2025 Class C 1,727,299 $ 0.045157 November 24, 2025 |
Schedule of Fair Value of Warrants Assumptions | The fair value of the warrants granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates .39 % Average expected life (in years) 2.5 Volatility 153 % |
2018 Equity Incentive Plan [Member] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates 2.3% - 2.8 % Average expected life (in years) 4.0 to 7.0 Volatility 160% to 296 % The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates 2.88% - 2.93 % Average expected life (in years) 4.0 Volatility 171% to 172 % |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating loss | $ 10,336,610 |
Working capital | $ 51,420 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Accounting Policies [Abstract] | ||
Cash equivalents |
Share Exchange Agreement (Detai
Share Exchange Agreement (Details Narrative) - $ / shares | Aug. 08, 2017 | Dec. 31, 2020 | Jun. 30, 2020 |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Share Exchange Agreement [Member] | Post-Reverse Stock-Split [Member] | |||
Reverse stock-split shares | 42,642,712 | ||
Common stock par value | $ 0.0001 | ||
Share Exchange Agreement [Member] | Pre-Reverse Split [Member] | |||
Reverse stock-split shares | 20,000,000 |
License Agreements (Details Nar
License Agreements (Details Narrative) - USD ($) | Sep. 18, 2018 | Dec. 31, 2020 | Mar. 31, 2017 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Number of common stock shares issued | 473,286 | |||||
Kotzker Consulting LLC [Member] | ||||||
Due to related party | $ 180,000 | |||||
Payment of patent prosecution costs | $ 15,000 | |||||
Number of common stock shares issued | 31,550 | |||||
Value of common stock shares | $ 78,875 | |||||
Shares issued price per share | $ 0.09 | $ 2.50 | $ 0.09 | |||
Restricted shares of common stock issued, shares | 150,000 | |||||
Restricted shares of common stock issued | $ 13,500 | |||||
Kotzker Consulting LLC [Member] | License Agreement [Member] | ||||||
Shares issued price per share | $ 0.09 | $ 0.09 | ||||
Capitalized legal fees | $ 29,040 | |||||
Capitalized cost of intangible assets | $ 302,915 | |||||
Impairment of licenses | 302,915 | |||||
Restricted shares of common stock issued, shares | 150,000 | |||||
Restricted shares of common stock issued | $ 13,500 | |||||
Accu-Break Pharmaceuticals, Inc. [Member] | ||||||
Payment to license | $ 35,000 | $ 35,000 | 30,000 | |||
Accu-Break Pharmaceuticals, Inc. [Member] | License Agreement [Member] | ||||||
Value of common stock shares | $ 35,000 | |||||
Capitalized cost of intangible assets | 65,000 | |||||
Impairment of licenses | $ 65,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 31, 2018 | Oct. 26, 2018 | Oct. 17, 2018 | Oct. 02, 2018 | Aug. 19, 2018 | Aug. 10, 2017 | Dec. 31, 2020 | Aug. 31, 2018 | Jul. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Nov. 24, 2020 | Jul. 25, 2018 | Mar. 30, 2018 |
Number of common stock shares issued | 473,286 | ||||||||||||||||||||
Value of common stock shares issued for services | $ 7,500 | ||||||||||||||||||||
Share based compensation stock options, vested | 5,233,333 | ||||||||||||||||||||
Fair value of stock option, vested | $ 654,167 | ||||||||||||||||||||
Stockholder's equity | $ 23,752 | $ 23,752 | $ 128,340 | $ 23,752 | $ 128,340 | $ (6,365) | $ 265,920 | ||||||||||||||
Options exercisable term | 5 years | ||||||||||||||||||||
Number of options issued | 5,000,000 | ||||||||||||||||||||
Fair value of warrants granted | $ 252,104 | ||||||||||||||||||||
2017 Stock Incentive Plan [Member] | |||||||||||||||||||||
Share based compensation stock options, vested | 150,000 | ||||||||||||||||||||
Fair value of stock option, vested | $ 18,750 | ||||||||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||||||
Fair value of stock option, vested | 33,307 | ||||||||||||||||||||
Common stock reserved for issuance | 8,000,000 | ||||||||||||||||||||
Fair value of stock option granted | $ 867,715 | $ 803,997 | |||||||||||||||||||
CEO [Member] | |||||||||||||||||||||
Number of common stock shares issued | 1,797,192 | ||||||||||||||||||||
Stock price per unit | $ 0.014 | $ 0.014 | $ 0.014 | ||||||||||||||||||
Conversion of a note payable | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||
Accrued interest payable | 161 | 161 | 161 | ||||||||||||||||||
Amortization of unvested charges | 521,051 | $ 625,513 | |||||||||||||||||||
Five Officers and Directors [Member] | 2017 Stock Incentive Plan [Member] | |||||||||||||||||||||
Number of common stock shares issued | 6,400,000 | ||||||||||||||||||||
Stock price per share | $ 0.125 | ||||||||||||||||||||
Value of common stock shares | $ 800,000 | ||||||||||||||||||||
Former Chief Executive Officer [Member] | 2017 Stock Incentive Plan [Member] | |||||||||||||||||||||
Unvested forfeited, shares | 1,666,667 | ||||||||||||||||||||
Unvested forfeited, amount | $ 145,833 | ||||||||||||||||||||
Chief Executive Officer and Chief Financial Officer [Member] | |||||||||||||||||||||
Number of unvested shares of common stock | 1,083,342 | ||||||||||||||||||||
Officers / Directors / Consultants [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||
Number of options to purchase shares of common stock | 1,810,000 | ||||||||||||||||||||
Options exercisable term | 7 years | ||||||||||||||||||||
Options exercise price per share | $ 0.54 | ||||||||||||||||||||
Two Individuals [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||
Number of options to purchase shares of common stock | 150,000 | ||||||||||||||||||||
Options exercisable term | 7 years | ||||||||||||||||||||
Options exercise price per share | $ 0.38 | ||||||||||||||||||||
Officers / Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||
Number of options to purchase shares of common stock | 800,000 | 500,000 | |||||||||||||||||||
Options exercisable term | 7 years | 7 years | |||||||||||||||||||
Options exercise price per share | $ 0.655 | $ 0.48 | |||||||||||||||||||
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||
Share based compensation stock options, vested | 1,666,666 | 3,333,334 | |||||||||||||||||||
Fair value of stock option granted | 282,116 | ||||||||||||||||||||
Number of options issued | 5,000,000 | ||||||||||||||||||||
Options exercisable | $ 0.08 | ||||||||||||||||||||
Consulting Services [Member] | |||||||||||||||||||||
Number of common stock shares issued for services | 16,667 | ||||||||||||||||||||
Value of common stock shares issued for services | $ 1,500 | ||||||||||||||||||||
Stock price per share | $ 0.09 | ||||||||||||||||||||
CRX Limited Liability Company [Member] | |||||||||||||||||||||
Value of vested shares issued and amortization of unvested shares | $ 5,095,286 | $ 5,095,286 | $ 5,095,286 | $ 3,787,237 | |||||||||||||||||
CRX Limited Liability Company [Member] | October 26, 2019 [Member] | |||||||||||||||||||||
Share based compensation vesting percentage | 30.00% | ||||||||||||||||||||
Share based compensation vesting period | 12 months | ||||||||||||||||||||
CRX Limited Liability Company [Member] | October 26, 2020 [Member] | |||||||||||||||||||||
Share based compensation vesting percentage | 30.00% | ||||||||||||||||||||
Share based compensation vesting period | 24 months | ||||||||||||||||||||
CRX Limited Liability Company [Member] | October 26, 2021 [Member] | |||||||||||||||||||||
Share based compensation vesting percentage | 30.00% | ||||||||||||||||||||
Share based compensation vesting period | 36 months | ||||||||||||||||||||
Kotzker Consulting LLC [Member] | |||||||||||||||||||||
Number of common stock shares issued | 31,550 | ||||||||||||||||||||
Stock price per share | $ 0.09 | $ 2.50 | $ 0.09 | $ 0.09 | |||||||||||||||||
Value of common stock shares | $ 78,875 | ||||||||||||||||||||
Restricted shares of common stock issued, shares | 150,000 | ||||||||||||||||||||
Restricted shares of common stock issued | $ 13,500 | ||||||||||||||||||||
Investors Relations Contract [Member] | As Partial Consideration [Member] | |||||||||||||||||||||
Number of common stock shares issued | 75,000 | ||||||||||||||||||||
Stock price per share | $ 0.10 | ||||||||||||||||||||
Value of common stock shares | $ 7,500 | ||||||||||||||||||||
License Agreement [Member] | For Final Payment [Member] | |||||||||||||||||||||
Number of common stock shares issued | 381,619 | ||||||||||||||||||||
Stock price per share | $ 0.092 | ||||||||||||||||||||
Value of common stock shares | $ 35,000 | ||||||||||||||||||||
License Agreement [Member] | Kotzker Consulting LLC [Member] | |||||||||||||||||||||
Stock price per share | $ 0.09 | $ 0.09 | $ 0.09 | ||||||||||||||||||
Restricted shares of common stock issued, shares | 150,000 | ||||||||||||||||||||
Restricted shares of common stock issued | $ 13,500 | ||||||||||||||||||||
Interest Purchase Agreement [Member] | CRX Limited Liability Company [Member] | |||||||||||||||||||||
Number of common stock shares issued | 11,000,000 | ||||||||||||||||||||
Stock price per share | $ 0.76 | ||||||||||||||||||||
Fair value of common stock issued for asses acquisition | $ 0 | ||||||||||||||||||||
Number of common stock restricted shares forfeited | 1,100,000 | ||||||||||||||||||||
Share based compensation stock options, vested | 9,900,000 | ||||||||||||||||||||
Fair value of shares issued | $ 8,360,000 | $ 836,000 | |||||||||||||||||||
Number of common stock restricted shares | 11,000,000 | ||||||||||||||||||||
Fair value of stock option, vested | $ 7,524,000 | ||||||||||||||||||||
Stockholder's equity | $ 0 | ||||||||||||||||||||
Interest Purchase Agreement [Member] | CRX Limited Liability Company [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Stock price per share | $ 0.76 | ||||||||||||||||||||
Number of common stock restricted shares forfeited | 1,100,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value of Stock Options Assumptions (Details) - 2018 Equity Incentive Plan [Member] | Oct. 17, 2018 | Aug. 31, 2018 | Aug. 19, 2018 |
Average risk-free interest rates, Minimum | 2.88% | 2.30% | |
Average risk-free interest rates, Maximum | 2.93% | 2.80% | |
Average risk-free interest rates | 0.23% | ||
Average expected life (in years) | 4 years | 4 years | |
Volatility, Minimum | 171.00% | 160.00% | |
Volatility, Maximum | 172.00% | 296.00% | |
Volatility | 152.00% | ||
Minimum [Member] | |||
Average expected life (in years) | 4 years | ||
Maximum [Member] | |||
Average expected life (in years) | 7 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | |
Number of shares, Outstanding and exercisable beginning balance | 2,995,000 |
Number of shares, Granted | 5,000,000 |
Number of shares, Exercised | |
Number of shares, Expired/Canceled | |
Number of shares, Outstanding ending balance | 7,995,000 |
Number of shares, Exercisable ending balance | 7,161,667 |
Weighted Average Exercise Price, Outstanding and exercisable beginning balance | $ / shares | $ 0.55 |
Weighted Average Exercise Price, Granted | $ / shares | 0.08 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | 0.26 |
Weighted Average Exercise Price, Exercisable ending balance | $ / shares | $ 0.29 |
Weighted Average Remaining Contractual Life (Years), Outstanding ending balance | 5 years |
Weighted Average Remaining Contractual Life (Years), Exercisable ending balance | 5 years |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Warrants Outstanding (Details) | Dec. 31, 2020$ / sharesshares |
Class A [Member] | |
Number of warrants outstanding | shares | 1,727,299 |
Exercise price of warrants | $ / shares | $ 0.040265 |
Expiration date of warrants | Nov. 24, 2025 |
Class B [Member] | |
Number of warrants outstanding | shares | 1,727,299 |
Exercise price of warrants | $ / shares | $ 0.043276 |
Expiration date of warrants | Nov. 24, 2025 |
Class C [Member] | |
Number of warrants outstanding | shares | 1,727,299 |
Exercise price of warrants | $ / shares | $ 0.045157 |
Expiration date of warrants | Nov. 24, 2025 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Fair Value of Warrants Assumptions (Details) | 6 Months Ended |
Dec. 31, 2020 | |
Average risk-free interest rates [Member] | |
Fair value assumption measurement input | 0.39 |
Average expected life [Member] | |
Fair value assumption measurement input, term | 2 years 6 months |
Volatility [Member] | |
Fair value assumption measurement input | 153 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Nov. 24, 2020USD ($)dWarrant$ / sharesshares | Aug. 12, 2020USD ($)$ / sharesshares | Jun. 11, 2020USD ($)d$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Oct. 31, 2020USD ($) | Jul. 10, 2020USD ($) | Jun. 30, 2020USD ($) |
Accrued interest | $ 33 | |||||||||
Amortization of convertible notes | $ 1,306 | $ 1,306 | ||||||||
Class A [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.040265 | $ 0.040265 | ||||||||
Number of warrants outstanding | shares | 1,727,299 | 1,727,299 | ||||||||
Class B [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.043276 | $ 0.043276 | ||||||||
Number of warrants outstanding | shares | 1,727,299 | 1,727,299 | ||||||||
Class C [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.045157 | $ 0.045157 | ||||||||
Number of warrants outstanding | shares | 1,727,299 | 1,727,299 | ||||||||
Chief Executive Officer [Member] | ||||||||||
Lending amount | $ 25,000 | |||||||||
Accrued interest | $ 161 | |||||||||
Loans payable | $ 13,000 | |||||||||
Conversion of shares | shares | 1,797,192 | |||||||||
Conversion price | $ / shares | $ 0.014 | |||||||||
Financing Arrangement [Member] | Chief Executive Officer [Member] | ||||||||||
Lending amount | $ 40,000 | |||||||||
Debt interest rate | 5.00% | |||||||||
Closing price per share | $ / shares | $ 0.014 | |||||||||
Trading days | d | 10 | |||||||||
Advance amount | $ 25,000 | $ 15,000 | ||||||||
Financing Arrangement [Member] | Chief Executive Officer [Member] | Maximum [Member] | ||||||||||
Lending amount | $ 25,000 | |||||||||
Financing Arrangement [Member] | Lender [Member] | ||||||||||
Advance amount | $ 12,000 | |||||||||
Financing Arrangement [Member] | Chief Executive Officer and Shareholder[Member] | Class A [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.040265 | |||||||||
Financing Arrangement [Member] | Chief Executive Officer and Shareholder[Member] | Class B [Member] | ||||||||||
Exercise price of warrants | $ / shares | 0.043276 | |||||||||
Financing Arrangement [Member] | Chief Executive Officer and Shareholder[Member] | Class C [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.045157 | |||||||||
Financing Arrangement [Member] | Chief Executive Officer and Shareholder[Member] | Unsecured Convertible Promissory Notes [Member] | ||||||||||
Debt interest rate | 8.00% | |||||||||
Trading days | d | 10 | |||||||||
Debt maturity term | 3 years | |||||||||
Debt maturity date | Nov. 24, 2023 | |||||||||
Stock price per share | $ / shares | $ 0.037631 | |||||||||
Number of types of warrants | Warrant | 3 | |||||||||
Warrants exercisable period | 5 years | |||||||||
Number of warrants outstanding | shares | 5,181,897 | |||||||||
Fair value of warrants | $ 38,638 | |||||||||
Financing Arrangement [Member] | Stockholder [Member] | ||||||||||
Lending amount | $ 25,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2020 | Aug. 10, 2017 | Mar. 31, 2018 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2017 |
Number of common stock shares issued | 473,286 | ||||||
Repaid to related party | $ 9,000 | $ 15,000 | |||||
Number of shares vested | 654,167 | ||||||
2017 Stock Incentive Plan [Member] | |||||||
Number of shares vested | 18,750 | ||||||
2017 Stock Incentive Plan [Member] | Five Officers and Directors [Member] | |||||||
Number of common stock shares issued | 6,400,000 | ||||||
Value of common stock shares issued | $ 800,000 | ||||||
Stock price per share | $ 0.125 | ||||||
Stock option plan description | One-third of each grant vested as of the initial date of grant (August 10, 2017), and 8-1/3% upon the end of each calendar quarter beginning December 31, 2017. | ||||||
2017 Stock Incentive Plan [Member] | Chief Executive Officer [Member] | |||||||
Number of shares cancelled unvested | 1,166,667 | ||||||
Kanativa Inc [Member] | |||||||
Number of common stock shares issued | 24,000,000 | ||||||
Ownership percentage | 100.00% | ||||||
Cost and expenses | $ 201,228 | ||||||
Value of common stock shares issued | 172,915 | ||||||
Repaid to related party | $ 50,662 | ||||||
Repayments of debt | $ 90,667 | ||||||
Debt maturity date | Mar. 1, 2020 | ||||||
wrote-off remaining balance | $ 90,667 | ||||||
Kotzker Consulting [Member] | |||||||
Value of common stock shares issued | 78,875 | ||||||
Legal cost | $ 94,040 | ||||||
Kanativa USA [Member] | |||||||
Due from related parties | $ 141,329 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - Investor Relations Firm [Member] | Feb. 03, 2021USD ($) |
Agreement term period | 1 year |
Payments of retainer per month for first three months | $ 2,500 |
Payments of retainer per month thereafter | $ 10,000 |