Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Sevion Therapeutics, Inc. | |
Entity Central Index Key | 1,035,354 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | SVON | |
Entity Common Stock, Shares Outstanding | 26,920,556 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
CURRENT ASSETS: | ||
Cash | $ 241,950 | $ 810,808 |
Prepaid expenses and other current assets | 30,309 | 171,820 |
Total Current Assets | 272,259 | 982,628 |
Equipment, furniture and fixtures, net | 60,146 | 92,554 |
Acquired research and development | 5,500,000 | 8,100,000 |
Security deposits | 9,800 | 50,770 |
TOTAL ASSETS | 5,842,205 | 9,225,952 |
CURRENT LIABILITIES: | ||
Accounts payable | 109,146 | 90,305 |
Accrued expenses | 157,993 | 256,376 |
Notes payable | 256,819 | 0 |
Derivative liability | 533,516 | 0 |
Other current liabilities | 0 | 22,310 |
Total Current Liabilities | 1,057,474 | 368,991 |
Warrant and stock right liabilities | 0 | 956,575 |
Deferred tax liability | 2,200,000 | 3,240,000 |
Other liabilities | 0 | 99,728 |
TOTAL LIABILITIES | 3,257,474 | 4,665,294 |
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.01 par value, authorized 500,000,000 shares, issued and outstanding 26,920,556 and 20,496,385 at March 31, 2017 and June 30, 2016, respectively | 269,206 | 204,964 |
Capital in excess of par | 121,767,033 | 119,983,399 |
Accumulated deficit | (119,453,761) | (115,630,059) |
Total Stockholders' Equity | 2,584,731 | 4,560,658 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 5,842,205 | 9,225,952 |
Series A Convertible Preferred stock | ||
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock | 3 | 4 |
Series C Convertible Preferred stock | ||
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock | $ 2,250 | $ 2,350 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 26,920,556 | 20,496,385 |
Common stock, outstanding | 26,920,556 | 20,496,385 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 1,228,500 | 1,228,500 |
Preferred stock, shares issued | 10,297 | 10,297 |
Preferred stock, shares outstanding | 270 | 270 |
Preferred stock, liquidation preference | $ 271,166 | $ 389,500 |
Series C Convertible Preferred stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 1,228,500 | 1,228,500 |
Preferred stock, shares issued | 235,837 | 235,837 |
Preferred stock, shares outstanding | 225,004 | 235,004 |
Preferred stock, liquidation preference | $ 2,250 | $ 2,350 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Licensing Revenue | $ 0 | $ 0 | $ 0 | $ 75,000 |
Operating expenses: | ||||
General and administrative | 215,146 | 331,611 | 995,275 | 1,319,986 |
Research and development | 126,743 | 576,443 | 614,359 | 1,772,530 |
Impairment of goodwill | 0 | 2,980,951 | 0 | 5,780,951 |
Impairment of acquired R&D | 0 | 1,000,000 | 2,600,000 | 1,000,000 |
Gain on Sale of patents | 0 | 0 | (149,728) | 0 |
Total operating expenses | 341,889 | 4,889,005 | 4,059,906 | 9,873,467 |
Loss from operations | (341,889) | (4,889,005) | (4,059,906) | (9,798,467) |
Other non-operating income (expense) | ||||
Change in fair value of stock right | 0 | 742,253 | 651,484 | 315,862 |
Change in fair value of warrant liability | 0 | 667,639 | 305,091 | 1,967,700 |
Change in fair value of note derivative liability | 55,550 | 0 | 55,550 | 0 |
Stock issuance for anti-dilution right | (1,417,922) | 0 | (1,417,922) | 0 |
Modification of warrant exercise price | (307,774) | 0 | (307,774) | 0 |
Interest income (expense) - net | (53,997) | 0 | (55,962) | (371) |
Net loss before income tax benefit | (2,066,032) | (3,479,113) | (4,829,439) | (7,515,276) |
Income tax benefit | 0 | 400,000 | 1,040,000 | 400,000 |
Net loss | (2,066,032) | (3,079,113) | (3,789,439) | (7,115,276) |
Preferred dividends | (8,979) | (9,501) | (34,263) | (171,984) |
Loss applicable to common shares | (2,075,011) | (3,088,614) | (3,823,702) | (7,287,260) |
Other comprehensive loss | 0 | 0 | 0 | 0 |
Comprehensive loss | $ (2,075,011) | $ (3,088,614) | $ (3,823,702) | $ (7,287,260) |
Basic and diluted net loss per common share | $ (0.09) | $ (0.15) | $ (0.18) | $ (0.36) |
Basic and diluted weighted-average number of common shares outstanding | 23,521,726 | 20,420,608 | 21,644,282 | 20,282,054 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Mar. 31, 2017 - USD ($) | Total | Preferred stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit |
Beginning Balance at Jun. 30, 2016 | $ 4,560,658 | $ 2,354 | $ 204,964 | $ 119,983,399 | $ (115,630,059) |
Beginning Balance (in shares) at Jun. 30, 2016 | 235,384 | 20,496,385 | |||
Stock issued for anti-dilution right | 1,417,922 | $ 0 | $ 56,717 | 1,361,205 | 0 |
Stock issued for anti-dilution right (in shares) | 5,671,689 | ||||
Warrant modification | 307,774 | 0 | $ 0 | 307,774 | 0 |
Stock-based compensation | 79,482 | $ 0 | $ 0 | 79,482 | 0 |
Stock-based compensation (in shares) | 0 | 0 | |||
Preferred stock converted into common stock | 0 | $ (101) | $ 5,400 | (5,299) | 0 |
Preferred stock converted into common stock (in shares) | (10,110) | 540,000 | |||
Dividends paid | 9,501 | $ 2,125 | 40,472 | (33,096) | |
Dividends paid (in shares) | 212,482 | ||||
Dividends accrued and unpaid at March 31, 2017 | (1,167) | $ 0 | $ 0 | 0 | (1,167) |
Net loss | (3,789,439) | 0 | 0 | 0 | (3,789,439) |
Ending Balance at Mar. 31, 2017 | $ 2,584,731 | $ 2,253 | $ 269,206 | $ 121,767,033 | $ (119,453,761) |
Ending Balance (in shares) at Mar. 31, 2017 | 225,274 | 26,920,556 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (3,789,439) | $ (7,115,276) |
Noncash income related to change in fair value | ||
- stock right | (651,484) | (315,862) |
- warrant liability | (305,091) | (1,967,700) |
- derivative liability | (55,550) | 0 |
Noncash charge for modification of warrant terms | 307,774 | 0 |
Noncash charge for common stock anti-dilution issuance | 1,417,922 | 0 |
Noncash charge for accretion of debt discount | 45,885 | 0 |
Gain on sale of patents | (149,728) | 0 |
Stock-based compensation expense | 79,482 | 95,008 |
Depreciation and amortization | 34,908 | 80,588 |
Impairment of goodwill | 0 | 5,780,951 |
Impairment of acquired R&D | 2,600,000 | 1,000,000 |
Deferred tax liability reduction for impairment of acquired R&D | (1,040,000) | (400,000) |
Deferred rent | (22,310) | (46,572) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 141,511 | 317,009 |
Security deposit | 40,970 | 0 |
Accounts payable | 18,841 | (175,430) |
Accrued expenses | (90,049) | (139,145) |
Deferred revenue | 0 | (75,000) |
Net cash used in operating activities | (1,416,358) | (2,961,429) |
Cash flows from investing activities: | ||
Proceeds from sale of patents | 50,000 | 0 |
Purchase of equipment, furniture and fixtures | (2,500) | 0 |
Net cash provided by investing activities | 47,500 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of bridge notes | 800,000 | 0 |
Proceeds from issuance of common stock and warrants, net and exercise of warrants and options | 0 | 1,152,397 |
Net cash provided by financing activities | 800,000 | 1,152,397 |
Net (decrease) in cash | (568,858) | (1,809,032) |
Cash at beginning of period | 810,808 | 3,334,626 |
Cash at end of period | 241,950 | 1,525,594 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of preferred stock into common stock | 5,299 | 6,075 |
Allocation of equity proceeds to warrants | 0 | 559,261 |
Allocation of equity proceeds to stock rights | 0 | 142,854 |
Allocation of preferred stock proceeds to beneficial conversion feature | 0 | 135,701 |
Allocation of convertible note proceeds to derivative liability | 589,066 | 0 |
Issuance of common stock for dividend payments on preferred stock | 42,597 | 23,615 |
Dividends accrued on preferred stock | $ (1,167) | $ (19,003) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation: The financial statements included herein have been prepared by Sevion Therapeutics, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 as subsequently amended. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting solely of those which are of a normal recurring nature, necessary to present fairly its financial position as of March 31, 2017 and the results of its operations for the three months and nine months ended March 31, 2017 and cash flows for the nine months ended March 31, 2017. Interim results are not necessarily indicative of results for the full fiscal year. |
Liquidity
Liquidity | 9 Months Ended |
Mar. 31, 2017 | |
Liquidity [Abstract] | |
Liquidity | Note 2 Liquidity: As shown in the accompanying condensed consolidated financial statements, the Company has a history of losses with an accumulated deficit of $ 119,453,761 Given the Company’s limited capital resources, management recommended to the Company’s Board of Directors that certain executive level salaries be reduced by upwards of 80%, staff reductions be effected and that there be a temporary reduction of research and development expenditures to support the Company’s goal of cutting expenses and preserving cash on hand. The Company’s Board of Directors approved this recommendation and the reductions went into effect on March 23, 2016. As of March 31, 2017, the Company had cash in the amount of $ 241,950 and the $ 300,000 The Company will need additional capital to operate and expand its research program and plans to raise additional capital possibly through the placement of debt instruments, equity instruments or any combination thereof. However, the Company may not be able to obtain adequate funds for its operations when needed or on acceptable terms. If the Company is unable to raise additional funds, it will need to do one or more of the following: • license third parties to develop and commercialize products or technologies that it would otherwise seek to develop and commercialize itself; • seek strategic alliances or business combinations; • attempt to sell the Company; • cease operations; or • declare bankruptcy. These conditions raise substantial doubt about our ability to continue as a going concern. Consequently, the audit reports prepared by our independent registered public accounting firm relating to our consolidated financial statements for the years ended June 30, 2016, 2015 and 2014 include an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. These interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Intangibles
Intangibles | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Note 3 Intangibles: The Company assesses the impairment in value of intangible assets whenever events or circumstances indicate that their carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include the following: • significant negative industry trends; • significant underutilization of the assets; • significant changes in how the Company uses the assets or its plans for their use; and • changes in technology and the appearance of competing technology. If a triggering event occurs and if the Company's review determines that the future undiscounted cash flows related to the groups, including these assets, will not be sufficient to recover their carrying value, the Company will reduce the carrying values of these assets down to the Company’s estimate of fair value. The Company determined enterprise value to be the most reasonable measurement of Intangibles for purposes of the analysis. The Company concluded that there was no impairment based on the Company’s market value for the three months ended March 31, 2017. Cumulative impairment recorded for the nine months ended March 31, 2017 was $ 2,600,000 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 4 - Loss Per Share: Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of the Company’s Common Stock assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional shares of Common Stock that would have been outstanding if the potential shares of Common Stock had been issued and if the additional shares of Common Stock were dilutive. For all periods presented, basic and diluted loss per share are the same, as any additional Common Stock equivalents would be anti-dilutive. March 31, 2017 2016 Common Stock to be issued upon conversion of convertible preferred stock - Series A 1,080,000 506,666 Common Stock to be issued upon conversion of convertible preferred stock - Series C 4,218,825 2,350,040 Outstanding warrants 5,011,591 8,698,580 Outstanding options 2,319,621 1,646,563 Total potentially dilutive shares of Common Stock 12,630,037 13,201,849 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 5 Stock-Based Compensation: The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. Generally, the awards vest based upon time-based conditions or achievement of specified goals and milestones. Weighted Aggregate Average Exercise Price Number Exercise Price Range Outstanding, June 30, 2016 1,917,238 $ 3.29 $ 0.22 - $ 108.00 Granted 436,363 $ 0.22 $0.22 Exercised - $ - - Cancelled 28,140 $ 0.83 $0.83 Expired 5,840 $ 62.93 $22.00 - $ 108.00 Outstanding, March 31, 2017 2,319,621 $ 2.59 $ 0.22 - $ 99.00 Options exercisable at March 31, 2017 2,291,436 $ 2.62 As of March 31, 2017, the aggregate intrinsic value of stock options outstanding was $ 0 6.60 5,119,079 Stock-based compensation expense for the three months ended March 31, 2017 and March 31, 2016 amounted to $ 74,333 6,175 79,482 95,008 As of March 31, 2017, total stock-based compensation expense not yet recognized related to stock option grants amounted to approximately $ 16,276 20 |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 Notes Payable: On February 15, 2017, the Company issued convertible promissory notes (the “Notes”) in the aggregate amount of $ 500,000 6 (the “Maturity Date”). The Notes provide for mandatory conversion: (a) if the Company enters into a transaction or series of transactions for an aggregate sale price of at least One Million Dollars ($1,000,000) of the Company’s capital stock (referred to as the “Qualified Financing”) then the outstanding principal balance and accrued but unpaid interest on the Notes will automatically convert into such capital stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price per share paid by investors at the close of the Qualified Financing or (ii) $ 0.10 In connection with the issuance of the Notes, the Company also amended and restated promissory notes issued to the Noteholders in November 2016 (the “Previous Notes”) in order to make the Previous Notes convertible upon the same terms as the Notes. As previously publicly disclosed, the Previous Notes had customary events of default, an interest rate of 5% per annum, and principal and interest due twelve months from their issuance. The Previous Notes, as amended and restated (the “Amended Notes”), bear interest at a rate of 6 The Company reviewed applicable guidance in Accounting Standards Codification (“ASC”) 470, Debt The Company evaluated the conversion options in the Notes and Amended Notes summarized above under the authoritative guidance in ASC 815 for Derivatives and Hedging, and concluded that the conversion options meet the definition of a derivative, and require bifurcation and separate accounting from the Notes (see Note 9). The fair value of the conversion options was recognized as a short term liability in the balance sheet, with any changes in fair value recorded in the statement of operations at each reporting period. The conversion option derivative created a debt discount of $589,066 to be amortized over the next 8 months. Notwithstanding the above, the Notes and the Amended Notes contain a blocker feature which does not allow for conversion if it would cause such purchaser’s beneficial ownership of the shares of capital stock of any class of the Company outstanding at the time of conversion to exceed 4.99%, except that the Company may increase this beneficial ownership limitation to 9.99% in such purchaser’s sole discretion upon sixty-one (61) days’ notice. This limitation automatically terminates on the date that is fifteen (15) days prior to the Maturity Date. The Notes and the Amended Notes were issued pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 Income Taxes: The deferred tax liability in the amount of $ 3,240,000 1,040,000 1,040,000 2,200,000 No current provision for income taxes has been made for the nine months ended March 31, 2017 and 2016 given the Company’s losses in 2016 and 2015 and available net operating loss carryforwards. A benefit has not been recorded as the realization of the net operating losses is not assured and the timing in which the Company can utilize its net operating loss carryforwards in any year or in total may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 - Fair Value Measurements: Carrying Fair Value Measurement at March 31, 2017 Value Level 1 Level 2 Level 3 Assets: Cash $ 241,950 $ 241,950 $ - $ - Derivative Liability $ 533,516 $ - $ - $ 533,516 Carrying Fair Value Measurement at June 30, 2016 Value Level 1 Level 2 Level 3 Assets: Cash $ 810,808 $ 810,808 $ - $ - Warrant Liabilities $ 956,575 $ - $ - $ 956,575 For the Nine months ended March 31, 2017 Beginning Balance $ 956,575 Allocation of convertible note proceeds to derivative liability 589,066 Change in fair value of derivative liability (55,550) Change in fair value of warrant liabilities, net (305,091) Change in fair value of stock right, net (651,484) Ending Balance $ 533,516 |
Warrant and Derivative Liabilit
Warrant and Derivative Liabilities | 9 Months Ended |
Mar. 31, 2017 | |
Warrant Liabilities [Abstract] | |
Warrant and Derivative Liabilities | Note 9 Warrant and Derivative Liabilities: The warrant liabilities represent the fair value of Common Stock purchase warrants which have exercise price reset features estimated using a Monte Carlo valuation model. For the quarter ended December 31, 2016, it was determined that the exercise price reset provisions of the warrants and stock rights would expire prior to any equity financing. The Company recognized $ 956,575 0 In connection with the issuance of the Notes (see Note 6), the Company amended the exercise price of the warrants downward to $ 0.40 The Company recognized a one-time charge for the warrant price modification of $ 307,774 0.75 1.50 0.25 0.71 0.95 171 178 0.77 0.86 Derivative liability recognized for the conversion option derivative (see Note 6) is a recurring fair value measurement that was established in February 2017, and marked to market at each reporting period, with any gain or loss recognized in the statement of operations. The Company estimated the fair value of the derivative financial instrument using a probability weighted Black Scholes pricing model, which uses inputs that are considered level 3 liabilities under authoritative guidance. Estimating the fair value of the derivative liability requires the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in the Company’s trading market price and other key assumptions. From February 2017 to March 2017, the Company recorded a gain of $ 55,550 February 15, 2017 March 31, 2017 Stock Price $0.15 - $0.25 $0.15 - $0.18 Estimated life in years 0.17 to 0.75 0.17 to 0.63 Risk-free interest rate (1) 0.54% - 0.77% 0.76% - 0.94% Volatility 173.5% - 214.5% 160.0% - 178.0% Dividend paid 0.00% 0.00% (1) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the term. |
Common Stock Issuance
Common Stock Issuance | 9 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Issuance | Note 10 Common Stock Issuance On February 15, 2017, in connection with the Notes (see Note 6) and Series A Exchange Agreement (see Note 11), the Company executed a consent and waiver agreement, by and among the Company and certain investors (the “Consent and Waiver Agreement”), which extended certain anti-dilution and exercise price adjustment rights to the investors and placement agent that participated in the Company’s 2015 financing (the “Price Protection Provisions”) and set a floor at $ 0.40 The Company issued 5,671,689 1,417,922 |
Series A Preferred Stock
Series A Preferred Stock | 9 Months Ended |
Mar. 31, 2017 | |
Series A Preferred Stock [Member] | |
Preferred Stock | Note 11 Series A Preferred Stock: On February 15, 2017, in connection with the issuance of the Notes (see Note 6), certain of the holders of the Company’s outstanding Series A Preferred Stock exchanged 110 440,000 0.25 200 The shares of Common Stock issued pursuant to the Exchange Agreement were issued solely to former holders of Series A Preferred Stock, upon exchange pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act. This exemption is available to the Company because the shares of Common Stock were exchanged by the Company with its existing security holders with no commission or other remunerations being paid or given for soliciting such an exchange. |
Series C Preferred Stock
Series C Preferred Stock | 9 Months Ended |
Mar. 31, 2017 | |
Series C Preferred Stock [Member] | |
Preferred Stock | Note 12 Series C Preferred Stock: During the nine months ended March 31, 2017, 10,000 100,000 In connection with the Consent and Waiver Agreement (see Note 10), the conversion rate for the Series C Preferred Stock was set at $ 0.40 0.75 |
Gain on Sale of Patents
Gain on Sale of Patents | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Gain on Sale of Patents | Note 13 Gain on Sale of Patents: On September 8, 2015, the Company entered into an agreement to sell certain Intellectual Property consisting of patents, patent applications and license agreements related to those patents and patent applications. The Company is not actively developing any program related to the Intellectual Property included in the agreement. On July 19, 2016, the transaction closed and the Company received $ 50,000 19.9 99,728 The stock received has been recorded under the cost method of accounting. It was determined that the fair value of the Intellectual Property sold and the equity received were $ 0 149,728 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 14 Recent Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In May 2014, the FASB issued ASU No. 2014- 09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 requires that a company recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In July 2015, the FASB approved a proposal to defer the effective date of the guidance until annual and interim reporting periods beginning after December 15, 2017, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” (“ASU 2014-15”). ASU 2014-15 amended existing guidance related to the disclosures about an entity’s ability to continue as a going concern. These amendments are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. These amendments provide guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements. In November 2014, the FASB issued ASU No. 2014-16, “Derivatives and Hedging (Topic 815), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity,” (“ASU 2014-16”). All entities are required to use what is called the “whole instrument approach” to determine the nature of a host contract in a hybrid financial instrument issued in the form of a share. The guidance requires issuers and investors to consider all of a hybrid instrument’s stated and implied substantive terms and features, including any embedded derivative features being evaluated for bifurcation. The guidance eliminates the “chameleon approach,” under which all embedded features except the feature being analyzed are considered. The guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is implementing this update and based upon its initial evaluation, does not anticipate the full adoption of this standard will have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes FASB ASC 840. All entities will be required to record operating leases on the balance sheet as assets and liabilities instead of recording only capital (finance) leases on the balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2017. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation Stock Compensation: Improvements to Employee Share Based Payment Accounting,” which is intended to simplify several aspects of accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which addresses the presentation and classification of certain cash receipts and cash payments in the statement of cash flows under Accounting Standards Codification 230. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 Subsequent Events On May 19, 2017, the Company approved a convertible promissory note (the “May Note”) in the aggregate amount of $ 300,000 6 The May Note provides for mandatory conversion: (a) if the Company enters into a transaction or series of transactions for an aggregate sale price of at least One Million Dollars ($1,000,000) of the Company’s capital stock (referred to as the “Qualified Financing”) then the outstanding principal balance and accrued but unpaid interest on the May Note will automatically convert into such capital stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price per share paid by investors at the close of the Qualified Financing or (ii) $0.10 (the “Conversion Price”); or (b) upon a sale of all or substantially all of the Company’s assets, whether by sale, acquisition or merger, the outstanding principal balance and accrued but unpaid interest on the May Note will automatically convert at the Conversion Price into shares of Common Stock or such other securities on terms and conditions agreed upon by the Company and the holder of the outstanding principal amount of the May Note. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Weighted Average of Dilutive Shares of Common Stock | Potentially dilutive shares of Common Stock have been excluded from the calculation of the weighted average number of dilutive shares of Common Stock as follows: March 31, 2017 2016 Common Stock to be issued upon conversion of convertible preferred stock - Series A 1,080,000 506,666 Common Stock to be issued upon conversion of convertible preferred stock - Series C 4,218,825 2,350,040 Outstanding warrants 5,011,591 8,698,580 Outstanding options 2,319,621 1,646,563 Total potentially dilutive shares of Common Stock 12,630,037 13,201,849 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award Of Warrants | Stock option activity under the Company’s 2008 Plan and 1998 Plan for the nine months ended March 31, 2017 is summarized as follows: Weighted Aggregate Average Exercise Price Number Exercise Price Range Outstanding, June 30, 2016 1,917,238 $ 3.29 $ 0.22 - $ 108.00 Granted 436,363 $ 0.22 $0.22 Exercised - $ - - Cancelled 28,140 $ 0.83 $0.83 Expired 5,840 $ 62.93 $22.00 - $ 108.00 Outstanding, March 31, 2017 2,319,621 $ 2.59 $ 0.22 - $ 99.00 Options exercisable at March 31, 2017 2,291,436 $ 2.62 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2017 and June 30, 2016: Carrying Fair Value Measurement at March 31, 2017 Value Level 1 Level 2 Level 3 Assets: Cash $ 241,950 $ 241,950 $ - $ - Derivative Liability $ 533,516 $ - $ - $ 533,516 Carrying Fair Value Measurement at June 30, 2016 Value Level 1 Level 2 Level 3 Assets: Cash $ 810,808 $ 810,808 $ - $ - Warrant Liabilities $ 956,575 $ - $ - $ 956,575 |
Changes in Fair Value of the Company's Level 3 Financial Instruments | For the Nine months ended March 31, 2017 Beginning Balance $ 956,575 Allocation of convertible note proceeds to derivative liability 589,066 Change in fair value of derivative liability (55,550) Change in fair value of warrant liabilities, net (305,091) Change in fair value of stock right, net (651,484) Ending Balance $ 533,516 |
Warrant and Derivative Liabil25
Warrant and Derivative Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Warrant Liabilities [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The assumptions used to value the derivative at the origination date and at March 31, 2017 are as follows: February 15, 2017 March 31, 2017 Stock Price $0.15 - $0.25 $0.15 - $0.18 Estimated life in years 0.17 to 0.75 0.17 to 0.63 Risk-free interest rate (1) 0.54% - 0.77% 0.76% - 0.94% Volatility 173.5% - 214.5% 160.0% - 178.0% Dividend paid 0.00% 0.00% (1) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the term. |
Liquidity - Additional Informat
Liquidity - Additional Information (Detail) - USD ($) | 1 Months Ended | ||||
May 19, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 241,950 | $ 810,808 | $ 1,525,594 | $ 3,334,626 | |
Development Stage Enterprise Deficit Accumulated During Development Stages | $ 119,453,761 | ||||
Subsequent Event [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Proceeds from Issuance of Debt | $ 300,000 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets (Excluding Goodwill) | $ 2,600,000 | $ 1,000,000 |
Calculation of Weighted Average
Calculation of Weighted Average Number of Dilutive Shares of Common Stock (Detail) - shares | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Common Stock to be issued upon conversion of convertible preferred stock | 12,630,037 | 13,201,849 |
Series A Preferred stock | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Common Stock to be issued upon conversion of convertible preferred stock | 1,080,000 | 506,666 |
Series C Preferred Stock | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Common Stock to be issued upon conversion of convertible preferred stock | 4,218,825 | 2,350,040 |
Outstanding options | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Common Stock to be issued upon conversion of convertible preferred stock | 2,319,621 | 1,646,563 |
Outstanding warrants | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Common Stock to be issued upon conversion of convertible preferred stock | 5,011,591 | 8,698,580 |
Stock-Based Compensation Stock
Stock-Based Compensation Stock Option Activity (Detail) | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Aggregate Number | |
Beginning Balance | shares | 1,917,238 |
Granted | shares | 436,363 |
Exercised | shares | 0 |
Cancelled | shares | 28,140 |
Expired | shares | 5,840 |
Ending Balance | shares | 2,319,621 |
Options exercisable at end of Period | shares | 2,291,436 |
Weighted Average Exercise Price | |
Beginning Balance | $ 3.29 |
Granted | 0.22 |
Exercised | 0 |
Cancelled | 0.83 |
Expired | 62.93 |
Ending Balance | 2.59 |
Options exercisable at end of Period | 2.62 |
Exercise Price Range | |
Granted | 0.22 |
Exercised | 0 |
Cancelled | 0.83 |
Maximum [Member] | |
Exercise Price Range | |
Beginning Balance | 108 |
Expired | 108 |
Ending Balance | 99 |
Minimum [Member] | |
Exercise Price Range | |
Beginning Balance | 0.22 |
Expired | 22 |
Ending Balance | $ 0.22 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option outstanding intrinsic value | $ 0 | $ 0 | ||
Option outstanding weighted average remaining term | 6 years 7 months 6 days | |||
Shares available for future stock option grant | 5,119,079 | 5,119,079 | ||
Stock based compensation | $ 74,333 | $ 6,175 | $ 79,482 | $ 95,008 |
Stock based compensation expense related to stock options, not yet recognized, period of recognition | 20 months | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 16,276 | $ 16,276 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 15, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | |||
Debt Instrument Unamortized Discount Amortization Period | 8 months | ||
Debt Instrument, Unamortized Discount | $ 589,066 | ||
OPKO Health, Inc [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 500,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes provide for mandatory conversion: (a) if the Company enters into a transaction or series of transactions for an aggregate sale price of at least One Million Dollars ($1,000,000) of the Company’s capital stock (referred to as the “Qualified Financing”) then the outstanding principal balance and accrued but unpaid interest on the Notes will automatically convert into such capital stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price per share paid by investors at the close of the Qualified Financing or (ii) $0.10 (the “Conversion Price”); or (b) upon a sale of all or substantially all of the Company’s assets, whether by sale, acquisition or merger, the outstanding principal balance and accrued but unpaid interest on the Notes will automatically convert at the Conversion Price into shares of Common Stock or such other securities on terms and conditions agreed upon by the Company and the holders of a majority of the outstanding principal amount of the Notes. | ||
Debt Instrument, Term | 6 months | ||
Amended Notes [Member] | OPKO Health, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Income Tax [Line Items] | |||||
Deferred Tax Liabilities, Net | $ 2,200,000 | $ 2,200,000 | $ 3,240,000 | ||
Increase (Decrease) in Deferred Liabilities | 1,040,000 | ||||
Income tax benefit | $ 0 | $ 400,000 | $ 1,040,000 | $ 400,000 |
Assets and Liabilities at Fair
Assets and Liabilities at Fair Value Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 0 | $ 956,575 |
Fair Value Measurements Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 241,950 | 810,808 |
Derivative Liability | 533,516 | |
Warrant Liabilities | 956,575 | |
Level 1 | Fair Value Measurements Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash, Fair Value | 241,950 | 810,808 |
Derivative Liability | 0 | |
Warrant Liabilities | 0 | |
Level 2 | Fair Value Measurements Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash, Fair Value | 0 | 0 |
Derivative Liability | 0 | |
Warrant Liabilities | 0 | |
Level 3 | Fair Value Measurements Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash, Fair Value | 0 | 0 |
Derivative Liability | $ 533,516 | |
Warrant Liabilities | $ 956,575 |
Changes in Fair Value of the Co
Changes in Fair Value of the Company's Financial Instruments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Beginning Balance | $ 956,575 | |||
Allocation of convertible note proceeds to derivative liability | 589,066 | |||
Change in fair value of derivative liability | (55,550) | |||
Change in fair value of warrant liabilities, net | $ 0 | $ (667,639) | (305,091) | $ (1,967,700) |
Change in fair value of stock right, net | 0 | $ (742,253) | (651,484) | $ (315,862) |
Ending Balance | $ 0 | $ 0 |
Warrant and Derivative Liabil35
Warrant and Derivative Liabilities (Detail) - Derivative [Member] - $ / shares | 1 Months Ended | 9 Months Ended | |
Feb. 15, 2017 | Mar. 31, 2017 | ||
Dividend paid | 0.00% | 0.00% | |
Minimum [Member] | |||
Stock Price | $ 0.15 | $ 0.15 | |
Estimated life in years | 2 months 1 day | 2 months 1 day | |
Risk-free interest rate | [1] | 0.54% | 0.76% |
Volatility | 173.50% | 160.00% | |
Maximum [Member] | |||
Stock Price | $ 0.25 | $ 0.18 | |
Estimated life in years | 9 months | 7 months 17 days | |
Risk-free interest rate | [1] | 0.77% | 0.94% |
Volatility | 214.50% | 178.00% | |
[1] | Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the term. |
Warrant and Derivative Liabil36
Warrant and Derivative Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair Value Adjustment of Warrants | $ 307,774 | $ 0 | $ 0 | $ 307,774 | $ 0 |
Change in Fair Value of Stock Right and Warrant Liability | $ 956,575 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | $ 0.40 | |||
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments | $ 0 | $ 742,253 | $ 651,484 | $ 315,862 | |
Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | $ 0.75 | |||
Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.50 | 1.50 | |||
Warrant [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share Price | $ 0.25 | $ 0.25 | |||
Warrant [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated life in years | 8 months 16 days | ||||
Volatility | 171.00% | ||||
Fair Value Inputs, Discount Rate | 0.77% | ||||
Warrant [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated life in years | 11 months 12 days | ||||
Volatility | 178.00% | ||||
Fair Value Inputs, Discount Rate | 0.86% |
Common Stock Issuance - Additio
Common Stock Issuance - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 15, 2017 | |
Shares Issued, Price Per Share | $ 0.40 | ||||
Issuance of Stock and Warrants for Services or Claims | $ 1,417,922 | $ 0 | $ 1,417,922 | $ 0 | |
Common Stock [Member] | |||||
Stock Issued During Period, Shares, New Issues | 5,671,689 |
Series A Preferred Stock - Addi
Series A Preferred Stock - Additional Information (Detail) - Series Preferred Stock [Member] - $ / shares | Mar. 31, 2017 | Feb. 15, 2017 | Jun. 30, 2016 |
Preferred Stock, Shares Outstanding | 270 | 110 | 270 |
Convertible Preferred Stock, Shares Issued upon Conversion | 440,000 | ||
Convertible Preferred Stock Exchange, Conversion Price | $ 0.25 |
Series C Preferred Stock - Addi
Series C Preferred Stock - Additional Information (Detail) - shares | 9 Months Ended | ||
Mar. 31, 2017 | Feb. 15, 2017 | Dec. 31, 2016 | |
Convertible Preferred Stock, Terms of Conversion | Each share of Series C Preferred Stock converted into 10 shares of Common Stock. | ||
Common Stock [Member] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000 | ||
Series C Preferred Stock [Member] | |||
Conversion of Preferred Stock, Shares Converted | 10,000 | ||
Convertible Preferred Stock, Conversion Price | 0.40% | 0.75% |
Gain on Sale of Patents - Addit
Gain on Sale of Patents - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 19, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Proceeds from Sale of Intangible Assets | $ 50,000 | $ 0 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 19.90% | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 99,728 | ||||
Gain (Loss) on Disposition of Intangible Assets | $ 0 | $ 0 | 149,728 | $ 0 | |
Intellectual Property [Member] | |||||
Proceeds from Sale of Intangible Assets | $ 50,000 | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 0 | 0 | |||
Gain (Loss) on Disposition of Intangible Assets | $ 149,728 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] | 1 Months Ended |
May 19, 2017USD ($)$ / shares | |
Subsequent Event [Line Items] | |
Proceeds from Convertible Debt | $ | $ 300,000 |
Convertible Debt [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | The May Note provides for mandatory conversion: (a) if the Company enters into a transaction or series of transactions for an aggregate sale price of at least One Million Dollars ($1,000,000) of the Companys capital stock (referred to as the Qualified Financing) then the outstanding principal balance and accrued but unpaid interest on the May Note will automatically convert into such capital stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price per share paid by investors at the close of the Qualified Financing or (ii) $0.10 (the Conversion Price); or (b) upon a sale of all or substantially all of the Companys assets, whether by sale, acquisition or merger, the outstanding principal balance and accrued but unpaid interest on the May Note will automatically convert at the Conversion Price into shares of Common Stock or such other securities on terms and conditions agreed upon by the Company and the holder of the outstanding principal amount of the May Note. |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.10 |