Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2014 | Oct. 27, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Cellceutix CORP | ' |
Entity Central Index Key | '0001355250 | ' |
Trading Symbol | 'ctix | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2015 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Common Stock, Shares Outstanding | ' | 114,237,129 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Current Assets: | ' | ' |
Cash | $7,093,000 | $4,988,000 |
Prepaid expenses and security deposits | 133,000 | 568,000 |
Total Current Assets | 7,226,000 | 5,556,000 |
Other Assets: | ' | ' |
Patent costs - net | 5,069,000 | 4,962,000 |
Property, plant and equipment -net | 45,000 | 39,000 |
Deferred offering costs | 179,000 | 295,000 |
Total Other Assets | 5,293,000 | 5,296,000 |
Total Assets | 12,519,000 | 10,852,000 |
Current Liabilities: | ' | ' |
Accounts payable - (including related party payables of approx. $1,686,000 and $1,708,000, respectively) | 2,258,000 | 2,664,000 |
Accrued expenses - (including related party accruals of approx. $323,000 and $290,000, respectively) | 471,000 | 336,000 |
Accrued salaries and payroll taxes -(including related party accrued salaries of approx. $3,210,000 and $3,210,000, respectively) | 3,224,000 | 3,224,000 |
Note payable - related party | 2,022,000 | 2,022,000 |
Redeemable Common Stock | ' | 1,400,000 |
Total Current Liabilities | 7,975,000 | 9,646,000 |
Total Liabilities | 7,975,000 | 9,646,000 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock, $0.001 par value, 500,000 designated shares, no shares issued and outstanding | ' | ' |
Additional paid-in capital | 36,948,000 | 29,215,000 |
Accumulated deficit | -32,415,000 | -28,020,000 |
Total Stockholders' Equity (Deficit) | 4,544,000 | 1,206,000 |
Total Liabilities and Stockholders' Equity (Deficit) | 12,519,000 | 10,852,000 |
Common Class A [Member] | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Common Stock, Value | 11,000 | 11,000 |
Common Class B | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Common Stock, Value | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Accounts payable, related party payables (in dollars) | $1,686,000 | $1,708,000 |
Accrued expenses, related party accruals (in dollars) | 323,000 | 290,000 |
Accrued Salaries, due to related parties (in dollars) | $3,210,000 | $3,210,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | ' | ' |
Preferred stock, shares outstanding (in shares) | ' | ' |
Common Class A [Member] | ' | ' |
Common stock, par value (in dollars per share) | ' | $0.00 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 113,387,129 | 109,787,129 |
Common stock, shares outstanding (in shares) | 113,387,129 | 109,787,129 |
Common Class B | ' | ' |
Number of votes entitled in class of stock (in votes) | 10 | 10 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | ' | ' |
Common stock, shares outstanding (in shares) | ' | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Condensed Consolidated Statements Of Operations | ' | ' |
Revenues | ' | ' |
Operating expenses: | ' | ' |
Research and development expenses | 3,855,000 | 572,000 |
General and administrative expenses | 229,000 | 104,000 |
Officers' payroll and payroll tax expense | 130,000 | 119,000 |
Professional fees | 140,000 | 123,000 |
Total operating expenses | 4,354,000 | 918,000 |
Loss from operations | -4,354,000 | -918,000 |
Other expenses | ' | ' |
Interest income | 1,000 | ' |
Interest expense | -51,000 | -59,000 |
Sundry income | 9,000 | ' |
Total other expenses | -41,000 | -59,000 |
Loss before provision for income taxes | -4,395,000 | -977,000 |
Provision for income taxes | ' | ' |
Net loss attributable to common stockholders | ($4,395,000) | ($977,000) |
Basic and diluted loss per share attributable to common stockholders | ($0.04) | ($0.01) |
Weighted average number of common shares | 111,121,912 | 100,678,604 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($4,395,000) | ($977,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss on disposal of fixed assets | ' | 72,000 |
Common stock and stock options issued as payment for services compensation, services rendered and charitable contributions and financing costs | ' | 26,000 |
Amortization of patent costs | 97,000 | 22,000 |
Depreciation of equipment | 2,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and security deposits | 436,000 | -12,000 |
Accounts payable | -407,000 | -19,000 |
Accrued expenses | 135,000 | 167,000 |
Accrued officers' salaries and payroll taxes | ' | 11,000 |
Net cash used in operating activities | -4,132,000 | -710,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from disposal of fixed assets | ' | 24,000 |
Additions to property, plant and equipment | -9,000 | ' |
Patent Costs | -204,000 | -2,109,000 |
Net cash used in investing activities | -213,000 | -2,085,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Sale of common stock | 6,250,000 | 3,730,000 |
Payment of settlement liabilities | ' | -284,000 |
Exercise of stock options and warrants | 200,000 | 1,025,000 |
Net cash provided by financing activities | 6,450,000 | 4,471,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,105,000 | 1,676,000 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 4,988,000 | 2,955,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 7,093,000 | 4,631,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Cash paid for interest | 259,000 | 23,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES | ' | ' |
Cancellation of treasury stock | ' | 257,000 |
Shares issued for acquisition of patent and equipment | ' | 2,702,000 |
Redeemable Common Stock | ($1,400,000) | $1,400,000 |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of Operations | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 1 - Basis of Presentation and Nature of Operations | ' |
Unaudited Interim Financial Information | |
The accompanying unaudited condensed consolidated financial statements of Cellceutix Corporation have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited financial statements for the year ended June 30, 2014, included in our Annual Report on Form 10-K for the year ended June 30, 2014. | |
In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean Cellceutix Corporation. | |
Cellceutix Corporation, formerly known as EconoShare, Inc., (“Cellceutix” or the “Company”) was incorporated on August 1, 2005. On December 6, 2007, the Company acquired Cellceutix Pharma, Inc. which was incorporated in the State of Delaware on June 20, 2007, in exchange for newly issued shares of the Company’s common stock. As a result of the exchange, Cellceutix Pharma, Inc. became a wholly-owned subsidiary of the Company. The Company is a clinical stage biopharmaceutical company and has no customers, products or revenues to date. | |
The Company’s Common Stock is quoted on the Over the Counter Bulletin Board (OTCBB), symbol “CTIX”. | |
All amounts, where it is designated in these notes to the financial statements as an approximate amount, are rounded to the nearest thousand dollars. | |
Nature of Operations | |
Overview | |
We are in the business of developing innovative small molecule therapies to treat diseases with significant medical need, particularly in the areas of cancer and inflammatory disease. Our strategy is to use our business and scientific expertise to maximize the value of our pipeline. We will do this by focusing initially on our lead compounds, Kevetrin and Prurisol and advancing them as quickly as possible along the regulatory pathway. We will develop the highest quality data and broadest intellectual property to support our compounds. | |
We currently own all development and marketing rights to our products. In order to successfully develop and market our products, we may have to partner with other companies. Prospective partners may require that we grant them significant development and/or commercialization rights in return for agreeing to share the risk of development and/or commercialization. |
Going_Concern
Going Concern | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 2 - Going Concern | ' |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. At September 30, 2014, we had $7,093,000 in cash and cash equivalents. We have expended substantial funds on the research and development of our product candidates. Our net losses incurred for the three months ended September 30, 2014 and 2013, amounted to $4,395,000 and $977,000, respectively, and a working capital deficit of approximately $749,000 and $4,090,000, respectively at September 30, 2014 and June 30, 2014. In view of these matters, the ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate additional financing. Since inception, the Company has financed its activities principally from the use of equity securities, debt issuance and loans from an officer to pay for its operations. The Company intends on financing its future development activities and its working capital needs largely from the issuance of debt and the sale of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements. On October 25, 2013, we terminated a previous agreement with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), and entered into a new stock purchase agreement (the “Purchase Agreement”) with Aspire Capital. | |
The Purchase Agreement provides that upon meeting the terms of the agreement, Aspire Capital is committed to purchase up to an aggregate of $20,000,000 of our shares of Class A Common Stock over the approximately 36-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, the Company issued to Aspire Capital 210,523 shares of its Class A Common Stock as a commitment fee. The commitment fee will be amortized as the funding is received. The unamortized portion is carried on the balance sheet as deferred offering costs. Concurrently with entering into the Purchase Agreement, the Company agreed to file one or more registration statements as permissible and necessary under the Securities Act of 1933, as amended, or the Securities Act, for the sale of shares of our Class A Common Stock that have been and may be issued to Aspire Capital under the Purchase Agreement. On November 4, 2013, the Company filed a Form S-3 registration statement and the registration statement was declared effective by the SEC on November 15, 2013. | |
These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Notes to Financial Statements | ' | |||||||||
Note 3 - Significant Accounting Policies and Recent Accounting Pronouncements | ' | |||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets, measurement of stock-based compensation, and the periods of performance under collaborative research and development agreements. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. | ||||||||||
Basic Earnings (Loss) per Share | ||||||||||
Basic and diluted earnings (loss) per share are computed based on the weighted-average common shares and common share equivalents outstanding during the period. Common share equivalents consist of stock options, warrants and convertible notes payable. Common share equivalents of 45,775,332 and 49,761,768 were excluded from the computation of diluted earnings (loss) per share for the three months ended September 30, 2014 and 2013, respectively, because their effect is anti-dilutive. | ||||||||||
Accounting for Stock Based Compensation | ||||||||||
The stock-based compensation expense incurred by Cellceutix for employees and directors in connection with its stock option plan is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S.“tax regulations”. Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. | ||||||||||
ASC 505-50-30-11 (previously EITF 96-18) further provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: | ||||||||||
i. | The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and | |||||||||
ii. | The date at which the counterparty’s performance is complete. | |||||||||
We have elected to use the Black-Scholes-Merton pricing model to determine the fair value of stock options on the dates of grant. Restricted stock units are measured based on the fair market values of the underlying stock on the dates of grant. We recognize stock-based compensation using the straight-line method. | ||||||||||
The components of stock based compensation related to stock options in the Company’s Statement of Operations for the three months ended September 30, 2014 and 2013 are as follows (rounded to nearest thousand): | ||||||||||
September 30, | September 30, | |||||||||
2014 | 2013 | |||||||||
Research and development expenses | ||||||||||
Professional fees | $ | - | $ | - | ||||||
General and administrative expenses | ||||||||||
Consulting | - | 26,000 | ||||||||
Officers’ payroll and payroll expenses | - | - | ||||||||
Total share-based compensation expense | $ | - | $ | 26,000 | ||||||
Recent Accounting Pronouncements | ||||||||||
Recently Adopted Standards | ||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company has elected to early adopt this ASU effective with this Annual Report on Form 10-K and its adoption resulted in the removal of previously required development stage disclosures. | ||||||||||
ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, the FASB issued ASU 2014-15 requiring management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual periods, and interim periods within those annual periods, starting December 15, 2016; the Company’s first quarter of fiscal 2018. The Company has elected to early adopt this ASU effective with this Quarterly Report on this Form 10-Q. | ||||||||||
Standards Issued Not Yet Adopted | ||||||||||
In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. In this case, the performance target would be required to be treated as a performance condition, and should not be reflected in estimating the grant-date fair value of the award. The guidance also addresses when to recognize the related compensation cost. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management is currently reviewing this guidance to determine the impact it may have, if any, on our financial statements. | ||||||||||
In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2016. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. Management believes that the adoption of this guidance will not have a material impact on our financial statements. | ||||||||||
In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on our financial statements. |
Polymedix_Inc_Asset_Acquisitio
Polymedix Inc. Asset Acquisition Patent Rights and Equipment | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
Note 4 - Polymedix Inc. Asset Acquisition -Patent Rights and Equipment | ' | ||||
On September 4, 2013, the Company purchased substantially all of the assets (“Purchased Assets”) of Polymedix Inc, and Polymedix Pharmaceuticals, Inc. (“Seller”) from the U.S. Bankruptcy Court. | |||||
The aggregate purchase price for the sale and transfer of the Purchased Assets was $2.1 million in cash, plus 1.4 million shares of the Company’s Class A common stock (the “Registrable Securities”), for a total aggregate purchase price of approximately $4.8 million. These common shares were valued at $1.93 per share, based on the September 4, 2013 opening stock price as quoted on the OTB Bulletin Board, resulting in approximately $2.7 million of stock issued to acquire the Purchased Assets. The Purchased Assets Agreement also provides the Seller with the right to require the Company to redeem the Common Stock held by such Seller (the “Put Option”) at any time between one day after the closing and three hundred and sixty-five days after the closing, the seller or any holder of the registrable securities may make written demand upon the purchase for the purchase to repurchase the registrable securities for $1 per share. | |||||
Because the Company is required to repurchase these issued common shares if the Seller exercises the above Put Option, this redemption feature meets the definition under the ASC 480-10-25-8, “Obligations to Repurchase Issuer’s Equity Shares by Transferring Assets”. Per ASC 480-10-25-8, the obligation to repurchase an issuer’s own shares by transferring assets should be recognized as a liability at inception date. Therefore, the number of potential shares needed to repurchase the Common Stock under this Put Option was 1,400,000 shares. This obligation was recorded as a current liability of $1.4 million of Redeemable Common Stock liability in the accompanying balance sheet as of June 30, 2014 and this Redeemable Common Stock Liability was charged back to additional paid-in capital in September 2014 after the obligation was expired in September 2014. | |||||
ASC 805, Business Combinations, provides guidance on determining whether an acquired set of assets meets the definition of a business for accounting purposes. Under the framework, the acquired set of activities and assets have to be capable of being operated as a business, from the viewpoint of a market participant as defined in ASC 820, Fair Value Measurements. Two essential elements required for an integrated set of activities are inputs and outputs. The Company evaluated the Asset Purchase Agreement and in accordance with the guidance, determined it did not meet the definition of a business acquisition as the acquisition consisted solely of the two primary compounds, Brilacidin and related compounds, and Delparantag and related compounds, and certain other tangible assets. The Company did not acquire the right to any employees previously involved with the technology, or research processes previously in place at Seller. The Company has therefore accounted for the transaction as an asset acquisition. | |||||
The purchase price was allocated to the identified tangible and intangible assets acquired based on their relative fair values, which were derived from their individual estimated fair values of $96,000 and $4,706,000, respectively. | |||||
The following table summarizes the purchase price allocation for the assets acquired: | |||||
Intangible assets – patents rights – Brilacidin, Delparantag and other related compounds | $ | 4,706,000 | |||
Tangible assets - Laboratory equipment and computer systems | $ | 96,000 | |||
These acquired tangible assets of $96,000 were expensed to research and development costs in September 2013. |
Patents_net
Patents, net | 3 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
Note 5 - Patents, net | ' | |||||||||||
Patents, net consisted of the following (rounded to nearest thousand): | ||||||||||||
Useful life | September 30, | June 30, | ||||||||||
2014 | 2014 | |||||||||||
Purchased Patent Rights– Brilacidin, and related compounds (note 4) | 14 | $ | 4,082,000 | $ | 4,082,000 | |||||||
Purchased Patent Rights–Delparantag and related compounds (note 4) | 12 | 480,000 | 480,000 | |||||||||
Purchased Patent Rights–Anti-microbial- surfactants and related compounds (note 4) | 12 | 144,000 | 144,000 | |||||||||
Patents – Kevetrin and related compounds | 17 | 746,000 | 542,000 | |||||||||
$ | 5,452,000 | $ | 5,248,000 | |||||||||
Accumulated amortization | 383,000 | 286,000 | ||||||||||
$ | 5,069,000 | $ | 4,962,000 | |||||||||
The patents are amortized on a straight-line basis over the estimated remaining useful lives of the assets, determined 12-17 years from the date of acquisition. | ||||||||||||
Amortization expense for the three months ended September 30, 2014 and 2013, was approximately $97,000 and $22,000, respectively. | ||||||||||||
At September 30, 2014, the amortization period for all patents was approximately 11 to 16.45 years. Future estimated annual amortization expenses are approximately $291,000 for year ending June 30, 2015, approximately $387,000 for each year from 2016 to 2025, $345,000 for the year 2026, $335,000 for the year 2027, $98,000 for the year 2028 and $44,000 for Years 2029 and 2031. |
Property_plant_and_equipment_n
Property, plant and equipment net | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 6 - Property, plant and equipment net | ' | ||||||||
Property, plant and equipment, net consisted of the following (rounded to nearest thousand): | |||||||||
September 30, | June 30, | ||||||||
2014 | 2014 | ||||||||
Testing equipment | $ | 51,000 | $ | 43,000 | |||||
Accumulated depreciation | 6,000 | 4,000 | |||||||
$ | 45,000 | $ | 39,000 | ||||||
Depreciation expense for the three months ended September 30, 2014 and 2013, was approximately $2,000, and $0, respectively. |
Accrued_Expenses
Accrued Expenses | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 7 - Accrued Expenses | ' | ||||||||
Accrued expenses consisted of the following (rounded to nearest thousand): | |||||||||
September 30, | June 30, | ||||||||
2014 | 2013 | ||||||||
Accrued research and development consulting fees | $ | 148,000 | $ | 46,000 | |||||
Accrued rent (Note 10) – related parties | 50,000 | 53,000 | |||||||
Accrued interest – related parties | 273,000 | 237,000 | |||||||
Total | $ | 471,000 | $ | 336,000 |
Accrued_Salaries_and_Payroll_T
Accrued Salaries and Payroll Taxes - Related Parties And Other | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 8 - Accrued Salaries and Payroll Taxes - Related Parties And Other | ' | ||||||||
Accrued salaries and payroll taxes consisted of the following (rounded to nearest thousand): | |||||||||
September 30, | June 30, | ||||||||
2014 | 2014 | ||||||||
Accrued salaries – related parties | $ | 3,032,000 | $ | 3,032,000 | |||||
Accrued payroll taxes – related parties | 149,000 | 149,000 | |||||||
Withholding tax – related parties | 29,000 | 29,000 | |||||||
Other | 14,000 | 14,000 | |||||||
Total | $ | 3,224,000 | $ | 3,224,000 | |||||
On December 29, 2010, the Company entered into employment agreements with its two executive officers, Leo Ehrlich, the Company’s Chief Executive Officer, and Krishna Menon, Chief Scientific Officer. Both agreements provide for a three year term with each executive receiving an annual base salary of $350,000 per year commencing January 1, 2011, with an annual increase of 10% for each year commencing January 2012. The Board, at its discretion, may increase the base salary based upon relevant circumstances. On January 1, 2014 the Board approved the extension of the employment agreements for a one year period with a 10% increase in salary from the calendar year 2013 annual salary of $423,500, to an annual salary of $465,850. | |||||||||
During the three months ended September 30, 2014 and 2013, the total payroll paid to two executive officers was $233,000 and $212,000, respectively. Out of these, the Company has included approximately $105,000 and $95,000, representing 90 % of payroll expense paid to Mr. Krishna Menon in research and development expense, respectively. The remaining balance of $128,000 and $117,000 was included in officers’ payroll and payroll tax expenses during the three months ended September 30, 2014 and 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes to Financial Statements | ' | |||||
Note 9 - Commitments and Contingencies | ' | |||||
Legal Contingencies | ||||||
Formatech is a former vendor of ours which had received 184,375 shares of Cellceutix Class A Common Stock (“Cellceutix Stock”) for services that were not completed. Formatech had gone bankrupt while still in possession of the Cellceutix Stock. In July 2012, the US Bankruptcy Court allowed the trustee of the Formatech estate to sell the Cellceutix Stock. We have been advised that the stock has been sold in 2013 and the funds released to the secured creditors of Formatech. Cellceutix presently is in the unsecured creditors’ class and does not expect to receive any proceeds. On August 27, 2014 an offer has been made by the court trustee in the case of our litigation with the Estate of Formatech, offering Cellceutix $10,000 and the Board of Directors approved the acceptance of this offer to be collected by our counsel, Joe Evans. The Company received approximately $10,000, net of legal cost in September, 2014 and recorded under other income. | ||||||
Lease Commitments | ||||||
Operating Leases | ||||||
Cellceutix Corporation signed a lease extension agreement with Cummings Properties which began on October 1, 2013. The lease is for a term of five years ending on September 30, 2018, and requires monthly payments of $17,000. Innovative Medical Research Inc., a company owned by Leo Ehrlich and Dr. Krishna Menon, officers of Cellceutix, have co-signed the lease and will sublease 200 square feet of space previously used by Cellceutix and pay Cellceutix $900 per month. | ||||||
As of September 30, 2014, future minimum lease payments required under the non-cancelable operating lease are as follows (rounded to nearest thousand): | ||||||
Year ending June 30, | ||||||
2015 | $ | 157,000 | ||||
2016 | 209,000 | |||||
2017 | 209,000 | |||||
2018 | 209,000 | |||||
2019 | 53,000 | |||||
Total minimum payments | $ | 837,000 | ||||
Rental expense, net of lease income, under this operating lease agreement was approximately $50,000 and $10,000 for the three months ended September 30, 2014 and 2013, respectively. Before September, 2013, the Company paid rent to KARD for share of office space and details are shown at Note 10. Related Party Transactions. | ||||||
Contractual Commitments | ||||||
Clinical Trial Agreements between the Company and Contract Research Organizations- Phase 1 Trial | ||||||
In December 2013, the Company entered into a Clinical Trial Agreement with a Contract Research Organization (“CRO”) to conduct a Phase 1 Pharmacokinetic and Bioequivalence study for the Company. The Company has agreed to pay the CRO approximately $250,000 for this study. | ||||||
Starting from December 2013 to September 30, 2014, the Company expensed approximately $200,000 related to this CRO, and recorded the expenses under research and development costs in the statements of operations. | ||||||
Clinical Trial Agreements between the Company and Contract Research Organizations- Oral Mucositis Trial | ||||||
On September 8, 2014, the Company entered into a Clinical Trial Project Work Agreement with a Contract Research Organization (“CRO”). Terms include the Company making an upfront study advance retainer of $142,500 to the CRO from which all CRO Services and Pass-Through Costs will be deducted. For the duration of the Study, each time the amount remaining in the retainer falls below $50,000, Cellceutix will pay to the CRO $50,000 within 15 days of such notice (invoice), increasing the available retainer to approximately $100,000. | ||||||
Clinical Costs. The clinical costs (Site Fees) will be invoiced separately based on monthly grant management reporting which is payable within 15 days upon invoice receipt. The costs will be determined by the number of patients needed for completion of the study which is unknown at this time. The agreement includes budgets for a wide range of the number of patients which may be needed in the study. The approximate budget range is from $1.5 million to $3 million. | ||||||
End of study. Within 60 days of the project’s completion date, the CRO will deliver to cellceutix a final accounting of the projects funding. Any unused funds will be returned to Cellceutix with 45 days of delivery of such final accounting. | ||||||
During the quarter ended September 30, 2014, the Company expensed approximately $122,000 related to this CRO, and recorded the expenses under research and development costs in the statements of operations. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 10 - Related Party Transactions | ' |
Office Lease | |
Dr. Menon, the Company’s principal shareholder, President, and Director, also serves as the Chief Operating Officer and Director of Kard Scientific (“KARD”). On December 7, 2007, the Company began renting office space from KARD, on a month to month basis for $900 per month. This continued through August 2013 and since September 1, 2013, the Company no longer leases space from Kard. For the three months ended September 30, 2014 and 2013, the Company has included approximately $0 and $2,000 of rent expense paid to KARD in general and administrative expenses, respectively. | |
In September 2013, Cellceutix Corporation signed a lease extension agreement with Cummings Properties for the company’s offices and laboratories at 100 Cummings Center, Suite 151-B Beverly, MA 01915. The lease is for a term of five years from October 1, 2013 to September 30, 2018 and requires monthly payments of approximately $17,000. Cellceutix had taken over the space occupied by KARD. In addition, Innovative Medical Research Inc., (“Innovative Medical”) a company owned by Leo Ehrlich and Dr. Krishna Menon, officers of Cellecutix has co-signed the lease and will rent approximately 200 square feet of office space, the space previously used by Cellceutix and will pay Cellceutix $900 per month , the same amount Cellceutix previously paid KARD. Innovative Medical paid total rent of $3,000 and $1,000 to Cellceutix for the three months ended September 30, 2014 and 2013, respectively, and the rental payment was offset with the accrued rent owed to KARD. | |
At September 30, 2014 and June 30, 2014, rent payables to KARD of approximately $50,000 and $53,000, respectively, were included in accrued expenses. | |
Clinical Studies | |
As of September 28, 2007 the Company engaged KARD to conduct specified pre-clinical studies. The Company did not have an exclusive arrangement with KARD. All work performed by KARD needed prior approval by the executive officers of the Company, and the Company retained all intellectual property resulting from the services by KARD. The Company has now developed its own research study capabilities and no longer uses KARD. At September 30, 2014 and June 30, 2014, the accrued research and development expenses to KARD of approximately $1,686,000 was included in accounts payable. |
Note_PayableRelated_Party
Note Payable-Related Party | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 11 - Note Payable - Related Party | ' |
During the year ended June 30, 2010, Mr. Ehrlich loaned the Company a total of approximately $973,000. A condition for this note was that the Ehrlich Promissory Note A and Ehrlich Promissory Note B be replaced with a new note, Ehrlich Promissory Note C. The Ehrlich Promissory Note C is an unsecured demand note that bears 9% simple interest per annum and is convertible into the Company’s common stock at $0.50 per share. The note requires that the interest rate on the amounts due on Ehrlich Promissory Notes A and B be changed retroactively, beginning October 1, 2009, to 9%. On April 1, 2011, the Company amended the Ehrlich Promissory Note C and agreed to retroactively convert accrued interest of approximately $97,000 through December 31, 2010 into additional principal. During the year ended June 30, 2011, Mr. Ehrlich loaned the Company an additional approximately $997,000 which brought the total balance of the demand note to approximately $2,002,000. During the year ended June 30, 2012, Mr. Ehrlich loaned the Company an additional $20,000 which brought the balance of the demand note to approximately $2,022,000. | |
On May 8, 2012, the Company did not have the ability to repay the Ehrlich Promissory Note C loan and agreed to change the interest rate on the outstanding balance of principle and interest of approximately $2,248,000, as of March 31, 2012, from 9% simple interest to 10% simple interest, and the Company issued 2,000,000 Equity Incentive Options exercisable at $0.51 per share equal to 110% of the closing bid price of $0.46 per share on May 7, 2012. Options are valid for ten (10) years from the date of issuance. | |
At September 30, 2014 and June 30, 2014, approximately $273,000 and $237,000 was accrued as interest expense on this note. | |
At September 30, 2014 and June 30, 2014, principal balances of the demand note was approximately $2,022,000. |
Stock_Options_and_Warrants
Stock Options and Warrants | 3 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||
Note 12 - Stock Options and Warrants | ' | |||||||||||||||||
Consulting Agreement | ||||||||||||||||||
On April 1, 2009, the Company entered into an agreement, subsequently amended, with a Consultant to assist the Company’s Chief Scientific Officer to organize, manage and display data from animal studies as well as information relating to Active Pharmaceutical Ingredients and formulations of the Company’s products through November 2010. The Consultant was compensated at the rate of $4,000 per month payable on the last day of each month. In addition, at the end of each month of services provided, the Consultant is granted options to purchase 10,000 shares of Company’s common stock. Effective September 1, 2010, the Company has extended the current agreement and beginning in August 2010, the monthly fee was increased to $5,000. The monthly fee was increased to $6,000 beginning in November 2012. The remainder of the agreement remains unchanged. Through June 30, 2013, the Consultant had been awarded a total of 480,000 options to purchase common stock valued at inception approximately $284,000 to be vested over one year from date of issuance. Effective April 1, 2013, the consulting agreement was terminated and the consultant was employed as an employee. For the three months ended September 30, 2014 and 2013, the Company has expensed $0 and $26,000, respectively, to professional fees expense, related to these options and remeasurement. | ||||||||||||||||||
Stock Options | ||||||||||||||||||
On April 5, 2009 the Board of Directors of the Registrant adopted the 2009 Stock Option Plan (“the Plan”). The Plan permits the grant of 2,000,000 shares of both Incentive Stock Options (“ISOs”), intended to qualify under section 422 of the Code, and Non-Qualified Stock Options. | ||||||||||||||||||
Under the 2010 Equity Incentive Plan the total number of shares of Common Stock reserved and available for issuance under the Plan shall be 45,000,000 shares. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued shares or treasury shares. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (“10% Shareholder”). | ||||||||||||||||||
On April 1, 2014 the Board of Directors approved a stock option grant, for services rendered from January 7, 2014 to July 6, 2014, to a consultant to purchase 40,000 shares of common stock exercisable at $1.64 per share. The option was vested on April 1, 2014,the option life is 5 years and will expire on March 31, 2019. In addition, the Company will pay the consultant $20,000 per month during the six month period from January 7, 2014 to July 6, 2014. The total value of this 40,000 shares of stock option was $55,396 and charged to additional paid-in capital on April 1, 2014. | ||||||||||||||||||
There was no new option granted during the three months ended September 30, 2014 and 2013, the assumptions we used in the Black Scholes option-pricing model for other quarters were disclosed at the corresponding filings. | ||||||||||||||||||
The following table summarizes all stock option activity under the plans: | ||||||||||||||||||
Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate | |||||||||||||||
Options | Intrinsic | |||||||||||||||||
Value | ||||||||||||||||||
Outstanding at June 30, 2014 | 38,967,500 | $ | 0.14 | 6.5 | $ | 59,613,000 | ||||||||||||
Granted | - | - | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Forfeited/expired | (30,000 | ) | $ | 0.35 | ||||||||||||||
Outstanding at September 30, 2014 | 38,937,500 | $ | 0.14 | 6.25 | $ | 112,135,000 | ||||||||||||
Exercisable at September 30, 2014 | 38,937,500 | $ | 0.14 | 6.25 | $ | 112,135,000 | ||||||||||||
The exercise of 25,000 Common Stock options at $0.20 per share at $5,000 on March 18, 2014 was disclosed at Note 13 Equity Transactions. | ||||||||||||||||||
The Company recognized approximately $0 and $26,000 of stock based compensation costs related to stock and stock options awards for the three months ended September 30, 2014 and 2013, respectively. | ||||||||||||||||||
Stock Warrants | ||||||||||||||||||
For the fiscal year ended June 30, 2014 | ||||||||||||||||||
From July 19, 2013 to June 30, 2014, the Company issued 2,300,000 Class A common shares par value $.0001 to a warrant holder upon exercise of Common Stock Purchase Warrants exercisable at $1 per share. The Company received an aggregate of $2,300,000. The issuance was exempt from registration under Section 4(2) of the Securities Act. In addition, on January 3, 2014, the Company issued 200,000 Class A common shares par value $.0001 to same warrant holder upon exercise of Common Stock Purchase Warrants exercisable at $1 per share and received an aggregate of $200,000 (See Note 13 Equity Transactions). | ||||||||||||||||||
On December 31, 2013, the Company issued 848,084 Class A common shares par value $.0001 to two warrant holders upon exercise of Common Stock Purchase Warrants exercisable at the range from $0.39 to $0.53 per share, with total of $400,000. The Company received $400,000 as a Subscription Receivable on April 1, 2014. The issuance was exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||||
Extension of the expiration date of an aggregate of 2,223,000 Series B, Series C, and Series D common share purchase warrants | ||||||||||||||||||
On December 1, 2013, 2,223,000 Series B, Series C, and Series D common share purchase warrants issued by the Company were modified to extend their maturity date to December 31, 2015. As the Company is in an accumulated deficit position, the deemed dividend was charged against additional paid-in-capital for common shares, there being no retained earnings from which to declare a dividend. The net income (loss) attributable to common shareholders reflects both the net income (loss) and the deemed dividend. | ||||||||||||||||||
The deemed dividend of $1,980,000 was computed as the incremental value of the modified warrants over the unmodified warrants on the modification date using a per share price of the range from $0.50 to $1.50 per share which were the contemporaneous private placement offering price. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows: | ||||||||||||||||||
Average risk-free interest rate | 0.29 | % | ||||||||||||||||
Average expected life- years | 2 | |||||||||||||||||
Expected volatility | 55.22 | % | ||||||||||||||||
Expected dividends | 0 | |||||||||||||||||
On January 23, 2014, the Company issued 25,000 shares of restricted common stock and 25,000 common share purchase warrants exercisable at $1.79 a share to one consultant. The shares vested on March 31, 2014, valued at approximately $45,000 and the valuation of the warrants was approximately $29,000 using the Black Scholes valuation model and the expected term of the warrant to be 3 years. | ||||||||||||||||||
For the three months ended September 30, 2014 | ||||||||||||||||||
From July 1, 2014 to September 30, 2014, the Company issued 200,000 Class A common shares par value $.0001 to a warrant holder upon exercise of Common Stock Purchase Warrants exercisable at $1 per share. The Company received an aggregate of $200,000. The issuance was exempt from registration under Section 4(2) of the Securities Act. | ||||||||||||||||||
The following table summarizes stock warrants: | ||||||||||||||||||
Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate | |||||||||||||||
Intrinsic | ||||||||||||||||||
Value | ||||||||||||||||||
Outstanding at June 30, 2014 | 2,448,000 | $ | 1.01 | 1.43 | $ | 1,623,000 | ||||||||||||
Extended | - | - | - | |||||||||||||||
Granted | - | - | - | |||||||||||||||
Exercised | (200,000 | ) | 1 | - | ||||||||||||||
Expired | - | - | - | |||||||||||||||
Outstanding at September 30, 2014 | 2,248,000 | $ | 1.01 | 1.26 | $ | 4,490,000 | ||||||||||||
Exercisable at September 30, 2014 | 2,248,000 | $ | 1.01 | 1.26 | $ | 4,490,000 |
Equity_Transactions
Equity Transactions | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 13 - Equity Transactions | ' |
For the fiscal year ended June 30, 2014 | |
Polymedix Trustee | |
On September 4, 2013, the Company purchased substantially all of the assets of Polymedix Inc, and Polymedix Pharmaceuticals, Inc. from the U.S. Bankruptcy Court. The purchase price included the issuance of 1,400,000 shares of the Company’s Class A common stock at $1.93 and recorded at $1,302,000, net of $1,400,000 of Redeemable Common Stock Liability under Current Liability as of June 30, 2014. The Redeemable Common Stock Liability was charged back to additional paid-in capital in September 2014 after the obligation was expired in September 2014. | |
$20 million Class A Common Stock Purchase Agreement with Aspire Capital Fund, LLC – - (“New Agreement’ or “October 2013 Agreement”) | |
On October 25, 2013, we terminated a previous agreement with Aspire Capital Fund, LLC, an Illinois limited liability company (Aspire Capital), and entered into a new Class A Common Stock Purchase Agreement (the “Purchase Agreement”) with Aspire Capital, which provides that upon meeting the terms of the agreement, Aspire Capital is committed to purchase up to an aggregate of $20,000,000 of our shares of Class A Common Stock over the approximately 36-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, the Company issued to Aspire Capital 210,523 shares of our Class A Common Stock as a commitment fee. The commitment fee of $373,000 will be amortized as the funding is received. The amortized amount of $194,000 was debited to additional paid-in capital for the three months ended September 30, 2014. The unamortized portion is carried on the balance sheet as deferred offering costs and was $179,000 at September 30, 2014. | |
Concurrently with entering into the Purchase Agreement, the Company agreed to file one or more registration statements as permissible and necessary under the Securities Act of 1933, as amended, or the Securities Act, for the sale of shares of our Class A Common Stock that have been and may be issued to Aspire Capital under the Purchase Agreement. On November 4, 2013, the Company filed a Form S-3 registration statement and the registration statement was declared effective by the SEC on November 15, 2013. | |
Under the Purchase Agreement, on any trading day selected by Cellceutix which the closing sale price of our Class A Common Stock exceeds $0.25 per share, we may direct Aspire Capital to purchase up to 200,000 shares of our Class A Common Stock per trading day. The Purchase Price of such shares is equal to the lesser of a) the lowest sale price of our Class A Common Stock on the purchase date; or b) the arithmetic average of the three lowest closing sale prices for our Class A Common Stock during the twelve consecutive trading days ending on the trading day immediately preceding the purchase date. | |
In addition, on any date on which we submit a Purchase Notice to Aspire Capital for purchase of at least 100,000 Purchase Shares and the closing sale price of our stock is equal to or greater than $0.50 per share, we also have the right to direct Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the our Class A Common Stock traded on the OTC Bulletin Board on the next trading day, subject to the VWAP Purchase Share Volume Maximum and the VWAP Minimum Price Threshold, which is equal to the greater of (a) 90% of the closing price of our Class A Common Stock on the business day immediately preceding the VWAP Purchase Date or (b) such higher price as set forth by the Company in the VWAP Purchase Notice. The VWAP Purchase Price of such shares is the lower of (a) the Closing Sale Price on the VWAP Purchase Date; or 95% of the volume-weighted average price for our Class A Common Stock traded on the OTC Bulletin Board; and (b)on the VWAP Purchase Date, if the aggregate shares to be purchased on that date have not exceeded the VWAP Purchase Share Volume Maximum or during that portion of the VWAP Purchase Date until such time as the sooner to occur of (i) the time at which the aggregate shares traded on the OTC Bulletin Board exceed the VWAP Purchase Share Volume Maximum or (ii) the time at which the sale price of our Class A Common Stock falls below the VWAP Minimum Price Threshold. | |
The purchase price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the trading day(s) used to compute the purchase price. We may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. | |
Under the Purchase Agreement, we and Aspire Capital may not affect any sales of shares of our Class A Common Stock under the Purchase Agreement on any trading day that the closing sale price of our Class A Common Stock is less than $0.25 per share. | |
The Company is never under any obligation to sell shares to Aspire Capital Fund. Aspire Capital Fund has no rights to require the Company to sell shares. | |
During the period from October 25, 2013 to September 30, 2014, the Company had completed sales to Aspire totaling 5,900,000 shares of common stock generating gross proceeds of approximately $10.40 million. As of September 30, 2014, a balance of $9.60 million remains and is available under the financing arrangement. From October 1, 2014 to October 27, 2014, the Company has generated additional proceeds of approximately $1,914,000 under the Common Stock Purchase Agreement with Aspire from the sale 800,000 shares of its common stock. | |
Issuance of Common Stock by Exercise of Common Stock Purchase Warrants | |
During the year ended June 30, 2014, the Company issued 2,300,000 Class A common shares par value $.0001 to a warrant holder upon exercise of Common Stock Purchase Warrants exercisable at $1 per share. The Company received an aggregate of $2,300,000 from the exercise of these warrants. The issuance was exempt from registration under Section 4(2) of the Securities Act. | |
On December 31, 2013, the Company issued 848,084 Class A common shares par value $.0001 to two warrant holders upon exercise of Common Stock Purchase Warrants exercisable at the range from $0.39 to $0.53 per share, with a total exercise price of $400,000. The issuance was exempt from registration under Section 4(2) of the Securities Act. | |
Issuance of Common Stock by Exercise of Common Stock Options | |
On March 18, 2014, the Company issued 25,000 Class A common shares par value $.0001 upon exercise of 25,000 Common Stock options at $0.20 per share, for total proceeds of $5,000. | |
Issuance of Common Stock to Consultants and Employees | |
On December 17, 2013, the Company issued 5,000 shares of restricted Class A common shares par value $.0001 to one consultant valued at approximately $9,000 for prior services. | |
On December 31, 2013, the Company issued 50,000 shares of restricted Class A common shares par value $.0001 to two consultants valued at approximately $105,000 for prior services. | |
On December 31, 2013, the Company issued 60,000 shares of restricted Class A common shares par value $.0001 to six employees as a year-end bonus valued at approximately $96,000. | |
On October 17, 2013, the Board of Directors approved the stock grant of 35,000 shares of restricted Class A common stock to be issued and vested on January 6, 2014 to a consultant valued at $70,000. | |
On January 23, 2014, the Company issued 25,000 shares of restricted Class A common stock and 25,000 stock options exercisable at $1.79 per share to a consultant. The shares were granted on January 23, 2014 and vested on March 31, 2014 were valued at $44,750. The option life is three years and valued at approximately $29,000. | |
On January 23, 2014, the Company further issued 25,000 shares of restricted Class A common shares par value $.0001 at $1.79 per share to a consultant. The shares were granted on January 23, 2014, vested on March 31, 2014, and were valued at approximately $45,000. | |
On March 31, 2014, the Company issued 25,000 shares of restricted Class A common shares, par value $.0001, to a consultant for prior services rendered. The shares were granted and vested on March 31, 2014. The shares were valued at $41,000. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 14 - Subsequent Events | ' |
Equity Transactions | |
From October 1, 2014 to October 27, 2014, the Company has generated additional proceeds of approximately $1,914,000 under the Common Stock Purchase Agreement with Aspire from the sale 800,000 shares of its common stock. | |
Appointment of Dr. William James Alexander as the Chief Operations Officer | |
On October 20, 2014 the Board of Directors approved the appointment of Dr. William James Alexander as the Chief Operations Officer of Cellceutix Corporation for the term of one year effective October 27, 2014 (“the Effective Date”). Dr. Alexander had been serving Cellceutix as a medical consultant since 2012. From June 2006 to June 2008 he served as Vice President, Clinical Development at BioCryst Pharmaceuticals. From July 2008 to present he operated as a sole proprietorship under the name of Alexander Pharma Consulting, LLC. Dr. Alexander previously held clinical development and/or pharmacovigilance positions with SmithKline Beecham, Glaxo, Glaxo Wellcome, and BioCryst. He has contributed to clinical development programs supporting the approval of drugs for the treatment of bacterial and viral infections (HIV, herpes viruses, and influenza), asthma, COPD, and migraine. Dr. Alexander received his M.D. from the University of Mississippi and his M.P.H. from the University of Alabama at Birmingham. He is board certified in internal medicine and infectious diseases. | |
Commencing on the Effective Date and ending on the six month anniversary of the Effective Date (the "Six Month Anniversary"), the Company shall pay Dr. Alexander at the per annum rate of $350,000. Commencing on the Six Month Anniversary and ending on the one year anniversary of the Effective Date (the "One Year Anniversary"), the Company shall pay the Executive at the per annum rate of $400,000. | |
Pursuant to his employment agreement, Dr. Alexander received immediately 50,000 shares of the Company's common stock, par value $0.0001per share ("Common Stock") as a sign on bonus and 50,000 stock options vesting during the next 12 months. The Company shall award Dr. Alexander an annual bonus at the sole discretion of the Board of Directors of the Company. The Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K. |
Significant_Accounting_Policie1
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Significant Accounting Policies And Recent Accounting Pronouncements Policies | ' | |||||||||
Use of Estimates | ' | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets, measurement of stock-based compensation, and the periods of performance under collaborative research and development agreements. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. | ||||||||||
Basic Earnings (Loss) per Share | ' | |||||||||
Basic and diluted earnings (loss) per share are computed based on the weighted-average common shares and common share equivalents outstanding during the period. Common share equivalents consist of stock options, warrants and convertible notes payable. Common share equivalents of 45,775,332 and 49,761,768 were excluded from the computation of diluted earnings (loss) per share for the three months ended September 30, 2014 and 2013, respectively, because their effect is anti-dilutive. | ||||||||||
Accounting for Stock Based Compensation | ' | |||||||||
The stock-based compensation expense incurred by Cellceutix for employees and directors in connection with its stock option plan is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S.“tax regulations”. Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. | ||||||||||
ASC 505-50-30-11 (previously EITF 96-18) further provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: | ||||||||||
i. | The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and | |||||||||
ii. | The date at which the counterparty’s performance is complete. | |||||||||
We have elected to use the Black-Scholes-Merton pricing model to determine the fair value of stock options on the dates of grant. Restricted stock units are measured based on the fair market values of the underlying stock on the dates of grant. We recognize stock-based compensation using the straight-line method. | ||||||||||
The components of stock based compensation related to stock options in the Company’s Statement of Operations for the three months ended September 30, 2014 and 2013 are as follows (rounded to nearest thousand): | ||||||||||
September 30, | September 30, | |||||||||
2014 | 2013 | |||||||||
Research and development expenses | ||||||||||
Professional fees | $ | - | $ | - | ||||||
General and administrative expenses | ||||||||||
Consulting | - | 26,000 | ||||||||
Officers’ payroll and payroll expenses | - | - | ||||||||
Total share-based compensation expense | $ | - | $ | 26,000 | ||||||
Recent Accounting Pronouncements | ' | |||||||||
Recently Adopted Standards | ||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company has elected to early adopt this ASU effective with this Annual Report on Form 10-K and its adoption resulted in the removal of previously required development stage disclosures. | ||||||||||
ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, the FASB issued ASU 2014-15 requiring management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual periods, and interim periods within those annual periods, starting December 15, 2016; the Company’s first quarter of fiscal 2018. The Company has elected to early adopt this ASU effective with this Quarterly Report on this Form 10-Q. | ||||||||||
Standards Issued Not Yet Adopted | ||||||||||
In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. In this case, the performance target would be required to be treated as a performance condition, and should not be reflected in estimating the grant-date fair value of the award. The guidance also addresses when to recognize the related compensation cost. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management is currently reviewing this guidance to determine the impact it may have, if any, on our financial statements. | ||||||||||
In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2016. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. Management believes that the adoption of this guidance will not have a material impact on our financial statements. | ||||||||||
In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on our financial statements. |
Significant_Accounting_Policie2
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 3 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Significant Accounting Policies And Recent Accounting Pronouncements Tables | ' | |||||||||
Schedule of components of stock based compensation related to stock options recognized in the company's statement of operations | ' | |||||||||
September 30, | September 30, | |||||||||
2014 | 2013 | |||||||||
Research and development expenses | ||||||||||
Professional fees | $ | - | $ | - | ||||||
General and administrative expenses | ||||||||||
Consulting | - | 26,000 | ||||||||
Officers’ payroll and payroll expenses | - | - | ||||||||
Total share-based compensation expense | $ | - | $ | 26,000 |
Polymedix_Inc_Asset_Acquisitio1
Polymedix Inc. Asset Acquisition Patent Rights and Equipment (Tables) | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Polymedix Inc. Asset Acquisition Patent Rights And Equipment Tables | ' | ||||
Schedule of purchase price allocation for the assets acquired | ' | ||||
Intangible assets – patents rights – Brilacidin, Delparantag and other related compounds | $ | 4,706,000 | |||
Tangible assets - Laboratory equipment and computer systems | $ | 96,000 |
Patents_net_Tables
Patents, net (Tables) | 3 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Patents Net Tables | ' | |||||||||||
Schedule of patents | ' | |||||||||||
Useful life | September 30, | June 30, | ||||||||||
2014 | 2014 | |||||||||||
Purchased Patent Rights– Brilacidin, and related compounds (note 4) | 14 | $ | 4,082,000 | $ | 4,082,000 | |||||||
Purchased Patent Rights–Delparantag and related compounds (note 4) | 12 | 480,000 | 480,000 | |||||||||
Purchased Patent Rights–Anti-microbial- surfactants and related compounds (note 4) | 12 | 144,000 | 144,000 | |||||||||
Patents – Kevetrin and related compounds | 17 | 746,000 | 542,000 | |||||||||
$ | 5,452,000 | $ | 5,248,000 | |||||||||
Accumulated amortization | 383,000 | 286,000 | ||||||||||
$ | 5,069,000 | $ | 4,962,000 |
Property_plant_and_equipment_n1
Property, plant and equipment net (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property Plant And Equipment Net Tables | ' | ||||||||
Summary of property, plant and equipment net | ' | ||||||||
September 30, | June 30, | ||||||||
2014 | 2014 | ||||||||
Testing equipment | $ | 51,000 | $ | 43,000 | |||||
Accumulated depreciation | 6,000 | 4,000 | |||||||
$ | 45,000 | $ | 39,000 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Expenses Tables | ' | ||||||||
Schedule of accrued expenses | ' | ||||||||
September 30, | June 30, | ||||||||
2014 | 2013 | ||||||||
Accrued research and development consulting fees | $ | 148,000 | $ | 46,000 | |||||
Accrued rent (Note 10) – related parties | 50,000 | 53,000 | |||||||
Accrued interest – related parties | 273,000 | 237,000 | |||||||
Total | $ | 471,000 | $ | 336,000 |
Accrued_Salaries_and_Payroll_T1
Accrued Salaries and Payroll Taxes - Related Parties And Other (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Salaries And Payroll Taxes - Related Parties And Other Tables | ' | ||||||||
Schedule of accrued salaries and payroll taxes | ' | ||||||||
September 30, | June 30, | ||||||||
2014 | 2014 | ||||||||
Accrued salaries – related parties | $ | 3,032,000 | $ | 3,032,000 | |||||
Accrued payroll taxes – related parties | 149,000 | 149,000 | |||||||
Withholding tax – related parties | 29,000 | 29,000 | |||||||
Other | 14,000 | 14,000 | |||||||
Total | $ | 3,224,000 | $ | 3,224,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Commitments And Contingencies Tables | ' | |||||
Future minimum lease payments required under the non-cancelable operating lease | ' | |||||
Year ending June 30, | ||||||
2015 | $ | 157,000 | ||||
2016 | 209,000 | |||||
2017 | 209,000 | |||||
2018 | 209,000 | |||||
2019 | 53,000 | |||||
Total minimum payments | $ | 837,000 |
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Jun. 30, 2014 | |||||||||||||||||||||||||||||||||||
Stock Warrants [Member] | Stock Options [Member] | |||||||||||||||||||||||||||||||||||
Valuation assumptions for stock options/warrants and SARs | ' | ' | ||||||||||||||||||||||||||||||||||
Average risk-free interest rate | 0.29 | % | ||||||||||||||||||||||||||||||||||
Average expected life- years | 2 | |||||||||||||||||||||||||||||||||||
Expected volatility | 55.22 | % | ||||||||||||||||||||||||||||||||||
Expected dividends | 0 | |||||||||||||||||||||||||||||||||||
Schedule of stock option activity | ' | ' | ||||||||||||||||||||||||||||||||||
Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate | Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate | |||||||||||||||||||||||||||||
Intrinsic | Options | Intrinsic | ||||||||||||||||||||||||||||||||||
Value | Value | |||||||||||||||||||||||||||||||||||
Outstanding at June 30, 2014 | 2,448,000 | $ | 1.01 | 1.43 | $ | 1,623,000 | Outstanding at June 30, 2014 | 38,967,500 | $ | 0.14 | 6.5 | $ | 59,613,000 | |||||||||||||||||||||||
Extended | - | - | - | Granted | - | - | ||||||||||||||||||||||||||||||
Granted | - | - | - | Exercised | - | - | ||||||||||||||||||||||||||||||
Exercised | (200,000 | ) | 1 | - | Forfeited/expired | (30,000 | ) | $ | 0.35 | |||||||||||||||||||||||||||
Expired | - | - | - | Outstanding at September 30, 2014 | 38,937,500 | $ | 0.14 | 6.25 | $ | 112,135,000 | ||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 2,248,000 | $ | 1.01 | 1.26 | $ | 4,490,000 | Exercisable at September 30, 2014 | 38,937,500 | $ | 0.14 | 6.25 | $ | 112,135,000 | |||||||||||||||||||||||
Exercisable at September 30, 2014 | 2,248,000 | $ | 1.01 | 1.26 | $ | 4,490,000 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Going Concern Details Narrative | ' | ' | ' | ' |
Cash and cash equivalents | $7,093,000 | $4,631,000 | $4,988,000 | $2,955,000 |
Net loss | -4,395,000 | -977,000 | ' | ' |
Working capital deficit | $5,180,000 | ' | $4,090,000 | ' |
Significant_Accounting_Policie3
Significant Accounting Policies and Recent Accounting Pronouncements (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Research and development expenses | ' | ' |
Professional fees | ' | ' |
General and administrative expenses | ' | ' |
Consulting | ' | 26,000 |
Officers' payroll and payroll expenses | ' | ' |
Total share-based compensation expense | ' | $26,000 |
Significant_Accounting_Policie4
Significant Accounting Policies and Recent Accounting Pronouncements (Details Narrative) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Significant Accounting Policies And Recent Accounting Pronouncements Details Narrative | ' | ' |
Common share equivalents exclude from the computation of diluted earnings (loss) per share | 45,775,332 | 49,761,768 |
Polymedix_Inc_Asset_Acquisitio2
Polymedix Inc. Asset Acquisition - Patent Rights and Equipment (Details) (USD $) | Sep. 30, 2014 |
Polymedix Inc. Asset Acquisition - Patent Rights And Equipment Details | ' |
Intangible assets - patents rights - Brilacidin, Delparantag and other related compounds | $4,706,000 |
Tangible assets - Laboratory equipment and computer systems | $96,000 |
Polymedix_Inc_Asset_Acquisitio3
Polymedix Inc. Asset Acquisition Patent Rights and Equipment (Details Narrative) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Polymedix Inc. Asset Acquisition Patent Rights And Equipment Details Narrative | ' | ' |
Redeemable Common Stock | ' | $1,400,000 |
Patents_net_Details
Patents, net (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Jun. 30, 2014 | |
Purchased Patent Rights | $5,452,000 | $5,248,000 |
Accumulated amortization | 383,000 | 286,000 |
Patent costs - net | 5,069,000 | 4,962,000 |
Patents [Member] | ' | ' |
Useful life | '14 years | ' |
Purchased Patent Rights | 4,082,000 | 4,082,000 |
Patents Two [Member] | ' | ' |
Useful life | '12 years | ' |
Purchased Patent Rights | 480,000 | 480,000 |
Patents Three [Member] | ' | ' |
Useful life | '12 years | ' |
Purchased Patent Rights | 144,000 | 144,000 |
Patents Four [Member] | ' | ' |
Useful life | '17 years | ' |
Purchased Patent Rights | $746,000 | $542,000 |
Patents_net_Details_Narrative
Patents, net (Details Narrative) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Amortization expense | $97,000 | $22,000 |
Year 2015 [Member] | ' | ' |
Estimated annual amortization expense | 291,000 | ' |
Year 2016-2025 [Member] | ' | ' |
Estimated annual amortization expense | 387,000 | ' |
Year 2026 [Member] | ' | ' |
Estimated annual amortization expense | 345,000 | ' |
Year 2027 [Member] | ' | ' |
Estimated annual amortization expense | 335,000 | ' |
Year 2028 [Member] | ' | ' |
Estimated annual amortization expense | 98,000 | ' |
Year 2029 and 2031 [Member] | ' | ' |
Estimated annual amortization expense | $44,000 | ' |
Minimum and Intangible Assets - Patent (Member) | ' | ' |
Estimated remaining useful lives of the assets | '12 years | ' |
Amortization period | '11 years | ' |
Maxiimum and Intangible Assets - Patent (Member) | ' | ' |
Estimated remaining useful lives of the assets | '17 years | ' |
Amortization period | '16 years 5 months 12 days | ' |
Property_plant_and_equipment_n2
Property, plant and equipment net (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Property Plant And Equipment Net Details | ' | ' |
Testing equipment | $51,000 | $43,000 |
Accumulated depreciation | 6,000 | 4,000 |
Property, plant and equipment, net | $45,000 | $39,000 |
Property_plant_and_equipment_n3
Property, plant and equipment net (Details Narrative) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property Plant And Equipment Net Details Narrative | ' | ' |
Depreciation expense | $2,000 | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Accrued Expenses Details | ' | ' |
Accrued research and development consulting fees | $148,000 | $46,000 |
Accrued rent (Note 10) - related parties | 50,000 | 53,000 |
Accrued interest - related parties | 273,000 | 237,000 |
Total | $471,000 | $336,000 |
Accrued_Salaries_and_Payroll_T2
Accrued Salaries and Payroll Taxes - Related Parties And Other (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Accrued Salaries And Payroll Taxes - Related Parties And Other Details | ' | ' |
Accrued salaries - related parties | $3,032,000 | $3,032,000 |
Accrued payroll taxes - related parties | 149,000 | 149,000 |
Withholding tax-related parties | 29,000 | 29,000 |
Other | 14,000 | 14,000 |
Total | $3,224,000 | $3,224,000 |
Accrued_Salaries_and_Payroll_T3
Accrued Salaries and Payroll Taxes - Related Parties And Other (Details Narrative) (Two Executive Officers [Member], USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Two Executive Officers [Member] | ' | ' |
Payroll paid | $233,000 | $212,000 |
Payroll and payroll tax expenses | $128,000 | $117,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 |
Year ending June 30, | ' |
2015 | $157,000 |
2016 | 209,000 |
2017 | 209,000 |
2018 | 209,000 |
2019 | 53,000 |
Total minimum payments | $837,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Contract Research Organization (CRO) - Oral Mucositis Trial [Member] | Contract Research Organization (CRO) - Phase 1 Trial [Member] | |||
Operating leases, rental expense | $50,000 | $10,000 | ' | ' |
Research and development cost | ' | ' | $122,000 | $200,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | |
Kard Scientific [Member] | ' | ' | ' |
Rent expense | $0 | $2,000 | ' |
Medical paid total rent | 3,000 | 1,000 | ' |
Rent payables included in accrued expenses | 50,000 | ' | 53,000 |
Clinical Studies [Member] | ' | ' | ' |
Accrued research and development expenses | $1,686,000 | ' | $1,686,000 |
Note_Payable_Related_Party_Det
Note Payable - Related Party (Details Narrative) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Note Payable - Related Party Details Narrative | ' | ' |
Interest expense | $273,000 | $237,000 |
Principal balances of the demand note | $2,022,000 | $2,022,000 |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details) (Stock Options [Member], USD $) | 3 Months Ended |
Sep. 30, 2014 | |
Stock Options [Member] | ' |
Number of Outstanding, Beginning Balance | 38,967,500 |
Granted | ' |
Exercised | ' |
Forfeited/expired | -30,000 |
Number of Outstanding, Ending Balance | 38,937,500 |
Number of Outstanding, Exercisable | 38,937,500 |
Weighted Average Exercise Price, Beginning Balance | $0.14 |
Granted | ' |
Exercised | ' |
Forfeited/expired | $0.35 |
Weighted Average Exercise Price, Ending Balance | $0.14 |
Weighted Average Exercise Price, Exercisable | $0.14 |
Weighted average remaining contractual life (Years), Outstanding | '6 years 6 months |
Weighted average remaining contractual life (Years), Outstanding | '6 years 3 months |
Weighted average remaining contractual life (Years), Exercisable | '6 years 3 months |
Aggregate intrinsic value, Outstanding | $59,613,000 |
Aggregate intrinsic value, Outstanding | 112,135,000 |
Aggregate intrinsic value, Exercisable | $112,135,000 |
Stock_Options_and_Warrants_Det1
Stock Options and Warrants (Details 1) (Stock Warrants [Member]) | 3 Months Ended |
Sep. 30, 2014 | |
Stock Warrants [Member] | ' |
Average risk-free interest rate | 0.29% |
Average expected life- years | '2 years |
Expected volatility | 55.22% |
Expected dividends | 0.00% |
Stock_Options_and_Warrants_Det2
Stock Options and Warrants (Details 2) (Stock Warrants [Member], USD $) | 3 Months Ended |
Sep. 30, 2014 | |
Stock Warrants [Member] | ' |
Number of Outstanding, Beginning Balance | 2,448,000 |
Extended | ' |
Granted | ' |
Exercised | -200,000 |
Forfeited/expired | ' |
Number of Outstanding, Ending Balance | 2,248,000 |
Number of Outstanding, Exercisable | 2,248,000 |
Weighted Average Exercise Price, Beginning Balance | $1.01 |
Extended | ' |
Granted | ' |
Exercised | $1 |
Forfeited/expired | ' |
Weighted Average Exercise Price, Ending Balance | $1.01 |
Weighted Average Exercise Price, Exercisable | $1.01 |
Weighted average remaining contractual life (Years), Outstanding | '1 year 5 months 5 days |
Weighted average remaining contractual life (Years), Outstanding | '1 year 3 months 4 days |
Weighted average remaining contractual life (Years), Exercisable | '1 year 3 months 4 days |
Aggregate intrinsic value, Outstanding | $1,623,000 |
Aggregate intrinsic value, Outstanding | 4,490,000 |
Aggregate intrinsic value, Exercisable | $4,490,000 |
Stock_Options_and_Warrants_Det3
Stock Options and Warrants (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Common Class A [Member] | Common Class A [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | |||
Professional fees expense | $140,000 | $123,000 | ' | ' | $0 | $26,000 |
Stock based compensation | ' | ' | ' | ' | 0 | 26,000 |
Common stock, shares issued during period | ' | ' | 200,000 | 2,300,000 | ' | ' |
Common stock purchase warrant exercisable price | ' | ' | $1 | $1 | ' | ' |
Common stock to a warrant holder | ' | ' | 0.0001 | 0.0001 | ' | ' |
Common stock issued during period, value | ' | ' | $200,000 | $2,300,000 | ' | ' |
Equity_Transactions_Details_Na
Equity Transactions (Details Narrative) (Common Class A [Member], USD $) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Jun. 30, 2014 | |
Common stock, shares issued | 113,387,129 | 109,787,129 |
Common Stock, Value | $11,000 | $11,000 |
Common stock, par value | ' | $0.00 |
Common stock, shares issued during period | 200,000 | 2,300,000 |
Common stock purchase warrant exercisable price | $1 | $1 |
Common stock to a warrant holder | 0.0001 | 0.0001 |
Common stock issued during period, value | 200,000 | 2,300,000 |
20 Million Common Stock Purchase Agreement [Member] | Aspire Capital Fund Llc [Member] | ' | ' |
Common stock issued for commitment fee | 210,523 | ' |
Commitment fee | 373,000 | ' |
Amortization amount | 194,000 | ' |
Deferred offering costs | 179,000 | ' |
Amount available under the financing arrangement | $9,600,000 | ' |
Common stock, shares issued during period | 25,000 | ' |