Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2018 | Feb. 14, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | NANOVIRICIDES, INC. | |
Entity Central Index Key | 1,379,006 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | NNVC | |
Entity Common Stock, Shares Outstanding | 69,501,000 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,903,672 | $ 7,081,771 |
Prepaid expenses | 168,948 | 240,257 |
Total current assets | 4,072,620 | 7,322,028 |
PROPERTY AND EQUIPMENT | ||
Property and equipment | 14,075,919 | 14,018,383 |
Accumulated depreciation | (3,520,425) | (3,177,290) |
Property and equipment, net | 10,555,494 | 10,841,093 |
TRADEMARK AND PATENTS | ||
Trademark and patents | 458,954 | 458,954 |
Accumulated amortization | (88,161) | (84,025) |
Trademark and patents, net | 370,793 | 374,929 |
OTHER ASSETS | ||
Security deposits | 3,515 | 3,515 |
Service agreements | 1,797 | 4,647 |
Other assets | 5,312 | 8,162 |
Total assets | 15,004,219 | 18,546,212 |
CURRENT LIABILITIES: | ||
Accounts payable | 223,781 | 223,339 |
Accounts payable – related party | 800,830 | 107,468 |
Accrued expenses | 139,049 | 253,049 |
Total current liabilities | 1,163,660 | 881,948 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.001 par value; 150,000,000 shares authorized, 69,501,354 and 69,171,740 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively | 69,502 | 69,172 |
Additional paid-in capital | 101,530,586 | 101,282,707 |
Accumulated deficit | (87,764,601) | (83,692,146) |
Total stockholders' equity | 13,840,559 | 17,664,264 |
Total liabilities and stockholders' equity | 15,004,219 | 18,546,212 |
Warrant [Member] | ||
CURRENT LIABILITIES: | ||
Derivative liability - warrants | 0 | 298,092 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Series A Convertible Preferred stock, $0.001 par value, 8,500,000 shares designated, 5,071,826 and 4,531,394 shares issued and outstanding, at December 31, 2018 and June 30, 2018, respectively. | $ 5,072 | $ 4,531 |
Balance Sheets _Parenthetical_
Balance Sheets [Parenthetical] - $ / shares | Dec. 31, 2018 | Jun. 30, 2018 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 69,501,354 | 69,171,740 |
Common stock, shares, outstanding | 69,501,354 | 69,171,740 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,500,000 | 8,500,000 |
Preferred stock, shares issued | 5,071,826 | 4,531,394 |
Preferred stock, shares outstanding | 5,071,826 | 4,531,394 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING EXPENSES | ||||
Research and development | $ 1,657,838 | $ 1,639,643 | $ 3,024,779 | $ 3,091,549 |
General and administrative | 711,360 | 754,138 | 1,383,517 | 1,532,678 |
Total operating expenses | 2,369,198 | 2,393,781 | 4,408,296 | 4,624,227 |
LOSS FROM OPERATIONS | (2,369,198) | (2,393,781) | (4,408,296) | (4,624,227) |
OTHER INCOME (EXPENSE): | ||||
Interest income | 15,665 | 24,970 | 37,749 | 49,362 |
Interest expense on convertible debenture | 0 | (60,275) | 0 | (185,274) |
Loss on extinguishment of debt | 0 | (1,348,247) | 0 | (1,348,247) |
Discount on convertible debenture | 0 | (119,863) | 0 | (359,214) |
Change in fair value of derivative | 122,541 | 1,100,302 | 298,092 | 1,665,151 |
Other income (expense) | 138,206 | (403,113) | 335,841 | (178,222) |
LOSS BEFORE INCOME TAX PROVISION | (2,230,992) | (2,796,894) | (4,072,455) | (4,802,449) |
INCOME TAX PROVISION | 0 | 0 | 0 | 0 |
NET LOSS | $ (2,230,992) | $ (2,796,894) | $ (4,072,455) | $ (4,802,449) |
Net loss per common share- basic and diluted | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.08) |
Weighted average common shares outstanding- basic and diluted | 69,383,850 | 63,335,601 | 69,284,908 | 63,321,342 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Jun. 30, 2017 | $ 20,321,942 | $ 4,349 | $ 63,305 | $ 95,382,979 | $ (75,128,691) |
Balance (in shares) at Jun. 30, 2017 | 4,348,744 | 63,306,774 | |||
Series A Preferred stock issued for employee stock compensation | 25,227 | $ 7 | $ 0 | 25,220 | 0 |
Series A Preferred stock issued for employee stock compensation (in shares) | 7,716 | 0 | |||
Common stock issued for consulting and legal services rendered | 27,000 | $ 0 | $ 20 | 26,980 | 0 |
Common stock issued for consulting and legal services rendered (in shares) | 20,062 | ||||
Warrants issued to Scientific Advisory Board | 5,773 | 0 | $ 0 | 5,773 | 0 |
Common shares issued for Directors fees | 11,250 | 0 | $ 8 | 11,242 | 0 |
Common shares issued for Directors fees (in shares) | 8,358 | ||||
Net loss | (2,005,555) | 0 | $ 0 | 0 | (2,005,555) |
Balance at Sep. 30, 2017 | 18,519,209 | $ 4,356 | $ 63,333 | 95 | (77,134,246) |
Balance (in shares) at Sep. 30, 2017 | 4,356,460 | 63,335,194 | |||
Balance at Jun. 30, 2017 | 20,321,942 | $ 4,349 | $ 63,305 | 95,382,979 | (75,128,691) |
Balance (in shares) at Jun. 30, 2017 | 4,348,744 | 63,306,774 | |||
Net loss | (4,802,449) | ||||
Balance at Dec. 31, 2017 | 15,918,374 | $ 4,364 | $ 63,371 | 95,781,779 | (79,931,140) |
Balance (in shares) at Dec. 31, 2017 | 4,364,176 | 63,372,681 | |||
Balance at Sep. 30, 2017 | 18,519,209 | $ 4,356 | $ 63,333 | 95 | (77,134,246) |
Balance (in shares) at Sep. 30, 2017 | 4,356,460 | 63,335,194 | |||
Series A Preferred stock issued for employee stock compensation | 153,408 | $ 8 | $ 0 | 153,400 | 0 |
Series A Preferred stock issued for employee stock compensation (in shares) | 7,716 | 0 | |||
Common stock issued for consulting and legal services rendered | 27,000 | $ 0 | $ 27 | 26,973 | 0 |
Common stock issued for consulting and legal services rendered (in shares) | 26,468 | ||||
Warrants issued to Scientific Advisory Board | 4,401 | 0 | $ 0 | 4,401 | 0 |
Common shares issued for Directors fees | 11,250 | 0 | $ 11 | 11,239 | 0 |
Common shares issued for Directors fees (in shares) | 11,019 | ||||
Net loss | (2,796,894) | 0 | $ 0 | 0 | (2,796,894) |
Balance at Dec. 31, 2017 | 15,918,374 | $ 4,364 | $ 63,371 | 95,781,779 | (79,931,140) |
Balance (in shares) at Dec. 31, 2017 | 4,364,176 | 63,372,681 | |||
Balance at Jun. 30, 2018 | 17,664,264 | $ 4,531 | $ 69,172 | 101,282,707 | (83,692,146) |
Balance (in shares) at Jun. 30, 2018 | 4,531,394 | 69,171,740 | |||
Series A Preferred stock issued for employee stock compensation | 55,027 | $ 533 | $ 0 | 54,494 | 0 |
Series A Preferred stock issued for employee stock compensation (in shares) | 532,716 | 0 | |||
Common stock issued for consulting and legal services rendered | 79,460 | $ 0 | $ 192 | 79,268 | 0 |
Common stock issued for consulting and legal services rendered (in shares) | 0 | 191,510 | |||
Stock options issued for compensation | 11,920 | $ 0 | $ 0 | 11,920 | 0 |
Warrants issued to Scientific Advisory Board | 1,543 | 0 | 0 | 1,543 | 0 |
Common shares issued for Directors fees | 7,500 | $ 0 | $ 19 | 7,481 | 0 |
Common shares issued for Directors fees (in shares) | 0 | 19,310 | |||
Net loss | (1,841,463) | $ 0 | $ 0 | 0 | (1,841,463) |
Balance at Sep. 30, 2018 | 15,978,251 | $ 5,064 | $ 69,383 | 101,437,413 | (85,533,609) |
Balance (in shares) at Sep. 30, 2018 | 5,064,110 | 69,382,560 | |||
Balance at Jun. 30, 2018 | 17,664,264 | $ 4,531 | $ 69,172 | 101,282,707 | (83,692,146) |
Balance (in shares) at Jun. 30, 2018 | 4,531,394 | 69,171,740 | |||
Net loss | (4,072,455) | ||||
Balance at Dec. 31, 2018 | 13,840,559 | $ 5,072 | $ 69,502 | 101,530,586 | (87,764,601) |
Balance (in shares) at Dec. 31, 2018 | 5,071,826 | 69,501,354 | |||
Balance at Sep. 30, 2018 | 15,978,251 | $ 5,064 | $ 69,383 | 101,437,413 | (85,533,609) |
Balance (in shares) at Sep. 30, 2018 | 5,064,110 | 69,382,560 | |||
Series A Preferred stock issued for employee stock compensation | 53,621 | $ 8 | $ 0 | 53,613 | 0 |
Series A Preferred stock issued for employee stock compensation (in shares) | 7,716 | 0 | |||
Common stock issued for consulting and legal services rendered | 27,000 | $ 0 | $ 84 | 26,916 | 0 |
Common stock issued for consulting and legal services rendered (in shares) | 0 | 83,943 | |||
Warrants issued to Scientific Advisory Board | 1,429 | $ 0 | $ 0 | 1,429 | 0 |
Common shares issued for Directors fees | 11,250 | $ 0 | $ 35 | 11,215 | 0 |
Common shares issued for Directors fees (in shares) | 0 | 34,851 | |||
Net loss | (2,230,992) | $ 0 | $ 0 | 0 | (2,230,992) |
Balance at Dec. 31, 2018 | $ 13,840,559 | $ 5,072 | $ 69,502 | $ 101,530,586 | $ (87,764,601) |
Balance (in shares) at Dec. 31, 2018 | 5,071,826 | 69,501,354 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,072,455) | $ (4,802,449) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Preferred shares issued as compensation | 108,648 | 312,207 |
Common shares issued as compensation and for services | 125,210 | 76,500 |
Warrants granted to Scientific Advisory Board | 2,972 | 10,174 |
Stock-based compensation expense | 11,920 | 0 |
Common shares to be issued for debenture interest | 0 | 60,274 |
Depreciation | 343,135 | 332,921 |
Amortization | 4,136 | 4,135 |
Change in fair value of derivative liability | (298,092) | (1,665,151) |
Amortization of debt discount on convertible debenture | 0 | 359,214 |
Loss on extinguishment of convertible debenture | 0 | 1,348,247 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 71,309 | (49,366) |
Other assets | 2,850 | 28,514 |
Accounts payable | 442 | (59,966) |
Accounts payable - related party | 693,362 | 1,134,141 |
Accrued expenses | (114,000) | (8,249) |
Deferred interest payable | 0 | (41,667) |
NET CASH USED IN OPERATING ACTIVITIES | (3,120,563) | (2,960,521) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (57,536) | (92,540) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (3,178,099) | (3,053,061) |
Cash and cash equivalents at beginning of period | 7,081,771 | 15,099,461 |
Cash and cash equivalents at end of period | 3,903,672 | 12,046,400 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | 0 | 166,667 |
Non-cash Financing and Investing Activities: | ||
Obligation To Issue Shares For Series C Debenture Payment | 0 | 5,739,337 |
Obligation To Issue Shares For Deferred Interest | $ 0 | $ 125,000 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Note 1 - Organization and Nature of Business NanoViricides, Inc. (the Company”) is a nano-biopharmaceutical research and development company specializing in the discovery, development, and commercialization of drugs to combat viral infections using its unique and novel nanomedicines technology. NanoViricides is also unique in the bio-pharma field in that it possesses its own state of the art facilities for the design, synthesis, analysis and characterization of the nanomedicines that we develop, as well as for production scale-up, and c-GMP-like production in quantities needed for human clinical trials, where our design, development, and production work is performed. The biological studies such as the effectiveness, safety, bio-distribution and Pharmacokinetics/Pharmacodynamics on our drug candidates are performed by external collaborators and contract organizations. We are a company with several drugs in various stages of early development. In our lead antiviralprogram against herpes viruses, i.e. the HerpeCide™ program alone, we have drug candidates against at least five indications at different stages of development. Of these, the Company is advancing the shingles drug candidate towards human clinical trials. The IND-enabling Safety/Toxicology studies required for doing so have begun as of the end of December, 2018 at the contract research organization (“CRO”) BASi, Indiana. Typically these studies may last six to nine months. If successful, the Company intends to file an IND after receiving a formal report on these studies from BASi. In addition, our drug candidates against HSV-1 “cold sores” and HSV-2 “genital herpes” are in advanced studies and are expected to follow the shingles drug candidate into human clinical trials. Shingles in adults and chicken pox in children is caused by the same virus, namely VZV (Varicella-zoster virus, aka HHV-3 or human herpesvirus-3). There are estimated to be approximately 120,000-150,000 annual chickenpox cases in the USA in the post-vaccination-era, i.e. since childhood vaccination with the live attenuated varicella virus Oka strain has become standard. In addition, we have drugs in development against all influenzas in our FluCide™ program, as well as drug candidates against HIV/AIDS, Dengue, Ebola/Marburg, and other viruses. Our drugs are based on several patents, patent applications, provisional patent applications, and other proprietary intellectual property held by TheraCour Pharma, Inc. (“TheraCour”), to which we have broad, exclusive licenses in perpetuity. The first license agreement we executed with TheraCour on September 1, 2005, gave us an exclusive, worldwide license for the treatment of the following human viral diseases: Human Immunodeficiency Virus (HIV/AIDS), Hepatitis B Virus (HBV), Hepatitis C Virus (HCV), Herpes Simplex Virus (HSV), Influenza and Asian Bird Flu Virus. On February 15, 2010, the Company executed an Additional License Agreement with TheraCour. Pursuant to the Additional License Agreement, the Company was granted exclusive licenses, in perpetuity, for technologies, developed by TheraCour, for the development of drug candidates for the treatment of Dengue viruses, Ebola/Marburg viruses, Japanese Encephalitis, viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes. In addition, the Company is negotiating a license for VZV (shingles, chicken pox virus), and the remaining human herpesviruses from TheraCour. For this purpose, the Company has conducted a valuation for the shingles and PHN indications. The Company expects to arrive at an agreement on terms of the license very soon. To date, TheraCour has not withheld any licenses for antiviral nanomedicines that NanoViricides has asked for, and we anticipate that the licenses to the remaining herpes viruses including VZV will be executed once the due diligence process is completed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 - Summary of Significant Accounting Policies Basis of Presentation – Interim Financial Information The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission for Interim Reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. The accompanying financial statements and the information included under the heading “Management’s Discussion and Analysis or Plan of Operation” should be read in conjunction with our Company’s audited financial statements and related notes included in our Company’s Form 10-K for the fiscal year ended June 30, 2018 filed with the SEC on October 13, 2018. For a summary of significant accounting policies, see the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed on October 13, 2018. Reclassifications and Prior Year Adjustments Certain prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the reported results of operations. The Company reclassified $253,508 and $550,186 of expenses for the three and six months ended December 31, 2017 respectively, related to the Company’s laboratory facilities from general and administrative expenses into research and development expenses for consistency with current year presentation. The reclassifications had no impact on the reported results of operations and net loss reported for the three and six months ended December 31, 2017. Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants, convertible preferred stock, and convertible debenture. The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net loss per common share calculation, as they were anti-dilutive: Potentially Outstanding Dilutive Common Shares For the For the Six Months Six Months Ended Ended December 31, 2018 December 31, 2017 Options and Warrants 4,423,471 6,696,724 Total potentially outstanding dilutive common shares 4,423,471 6,696,724 The Company has also issued 5,071,826 shares of Series A Preferred Stock to investors and others as of December 31, 2018. Only in the event of a “change of control” of the Company, each Series A preferred share is convertible to 3.5 shares of its new common stock. A “Change of Control” is defined as an event in which the Company’s shareholders become 60% or less owners of a new entity as a result of a change of ownership, merger or acquisition of the Company or the Company’s intellectual property. In the absence of a Change of Control event, the Series A convertible Preferred Stock is not convertible into common stock, and does not carry any dividend rights or any other financial effects. At December 31, 2018, the number of potentially dilutive shares of the Company’s common stock into which these Series A Preferred shares can be converted into is 17,751,391, and is not included in diluted earnings per share since the shares are contingently convertible only upon a Change of Control. The following table represents the basic and diluted per share calculations for loss from continuing operations; For the three months ended December 31, For the six months ended December 31, 2018 2017 2018 2017 Calculation of basic and diluted loss per share of common stock: Net loss attributable to common stockholders $ (2,230,992 ) $ (2,796,894 ) $ (4,072,455 ) $ (4,802,449 ) Denominator for basic weighted average shares of common stock 69,383,850 63,335,601 69,284,908 63,321,342 Basic and diluted loss per share of common stock $ (0.03 ) $ (0.04 ) $ (0.06 ) $ (0.08 ) The Series C debenture was redeemed for Common Stock effective November 13, 2017. See Note 7. The Series C debenture was excluded from the loss per share calculation for the three and six month period ended December 31, 2017 because the impact is antidilutive Recently Issued Accounting Pronouncements In August 2018, the SEC issued the final rule on Disclosures About Changes in Stockholder’s Equity For filings on Form 10-Q, which extends to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04,2 to disclose (1) changes in stockholders’ equity and (2) the amount of dividends per share for each class of shares (as opposed to common stock only, as previously required). Pursuant to the final rule, registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for “the current and comparative year-to-date [interim] periods, with subtotals for each interim period,” i.e., a reconciliation covering each period for which an income statement is presented. Rule 3-04 permits the disclosure of changes in stockholders’ equity (including dividend-per-share amounts) to be made either in a separate financial statement or in the notes to the financial statements. The final rule is effective for all filings made on or after November 5, 2018. The staff of the SEC has indicated it would not object if the filer’s first presentation of the changes in shareholders’ equity is included in its form 10-Q for the quarter that begins after the effective date of the amendments. The Company conformed to this rule in its Form 10-Q for the quarter ending December 31, 2018. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for the Company in the first quarter of fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company does not expect that the adoption of this ASU will have a significant impact on its financial statements. In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11. “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. ASU 2017-11 revises the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities. ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted, including adoption in an interim period. ASU 2017-11 provides that upon adoption, an entity may apply this standard retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the opening balance of retaining earnings in the fiscal year and interim period adoption. The Company is currently in the process of assessing the impact of this ASU on its financial statements. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 - Liquidity and Going Concern The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit at December 31, 2018 of approximately $87.8 million and a net loss of approximately $4.1 million and net cash used in operating activities of approximately $3.1 million for the six months then ended. In addition, the Company has not generated any revenues and no revenues are anticipated in the foreseeable future. Since May 2005, the Company has been engaged exclusively in research and development activities focused on developing targeted antiviral drugs. The Company has not yet commenced any product commercialization. Such losses are expected to continue for the foreseeable future and until such time, if ever, as the Company is able to attain sales levels sufficient to support its operations. There can be no assurance that the Company will achieve or maintain profitability in the future. As of December 31, 2018, the Company had available cash and cash equivalents of approximately $3.9 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management adjusted its planned expenditures, activities, and programs, in accordance with budgetary constraints and in accordance with its expectations of obtaining additional financing. The Company has made several adjustments to its past expenditures in the ensuing annual budget, eliminating several expenses including a reduction in workforce and consultants to the extent feasible without affecting its program of drug development. In addition, the Company has focused its efforts primarily on a single lead program to minimize cost outlays, namely taking the shingles drug candidate against VZV into human clinical trials. Management’s budget indicates that these changes have freed up sufficient funds to allow for the ensuing costs of the external advanced IND-enabling studies of this drug candidate. Management has considered several options for obtaining additional funds that will be needed for future human clinical trials and to obtain the additional license from TheraCour for VZV and the remaining human herpes viruses. The Company is also evaluating the possibility of obtaining a mortgage on its fully owned cGMP-capable laboratory facility in Shelton, CT, in order to free up a portion of the fixed capital for usage as liquid working capital. In addition, the Company believes that it has several important milestones that it will be achieving in the ensuing year. Management believes that as it achieves these milestones, the Company would experience substantial improvement in the liquidity of the Company’s stock, and would significantly improve the Company’s ability to raise funds on the public markets at terms that may be substantially superior to the terms we are offered at present. Management is actively exploring additional required funding through debt or equity financing pursuant to its plan. There is no assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to the Company to fund continuing operations. Management believes that as a result of the management plan, the Company’s existing resources and access to the capital markets will permit the Company to fund planned operations and expenditures. However, the Company cannot provide assurance that its plans will not change or that changed circumstances will not result in the depletion of its capital resources more rapidly than it currently anticipates. The accompanying unaudited financial statements do not include any adjustments that may result from the outcome of such unidentified uncertainties. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 - Related Party Transactions Related Parties Related parties with whom the Company had transactions are: Related Parties Relationship Anil R. Diwan Chairman, President, significant stockholder and Director TheraCour Pharma, Inc. An entity owned and controlled by a significant stockholder Milton Boniuk, MD Significant stockholder As of December 31, 2018 June 30, 2018 Account Payable – Related Party Pursuant to an Exclusive License Agreement we entered into with TheraCour, the Company was granted exclusive licenses in perpetuity for technologies developed by TheraCour for the virus types: HIV, HCV, Herpes, Asian (bird) flu, Influenza and rabies. In consideration for obtaining this exclusive license, we agreed: (1) that TheraCour can charge its costs (direct and indirect) plus no more than 30% of direct costs as a development fee and such development fees shall be due and payable in periodic installments as billed, (2) we will pay $2,000 or actual costs each month, whichever is higher for other general and administrative expenses incurred by TheraCour on our behalf, (3) to make royalty payments of 15% (calculated as a percentage of net sales of the licensed drugs) to TheraCour; (4) to pay an advance payment equal to twice the amount of the previous month’s invoice to be applied as a prepayment towards expenses. On October 2, 2018, the Company entered into an agreement with TheraCour Pharma, Inc. for a waiver of the two months worth of prepaid balance advance of anticipated invoicing and the application of the current advance as a credit against current open invoices. Additionally, TheraCour has agreed to defer $25,000 per month of development fees for six months, beginning with July 2018. Accounts payable due TheraCour on the reporting date was $ 800,830 $ 107,468 For the three months ended For the six months ended December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Property and Equipment During the reporting period, TheraCour Pharma, Inc. acquired property and equipment on behalf of the Company from third party vendors and sold such property and equipment, at cost, to the Company $ 7,408 $ - $ 7,408 $ - For the three months ended For the six months ended December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Research and Development Costs Paid to Related Parties Development fees and other costs charged by TheraCour pursuant to exclusive License Agreements between TheraCour and the Company for the development of the Company’s drug pipeline. No royalties are due TheraCour from the Company at December 31, 2018 and June 30, 2018 $ 899,184 $ 923,588 $ 1,745,872 $ 1,770,861 Debenture Interest Payable to a Director Coupon interest expense on the $ 5,000,000 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 - Property and Equipment Property and equipment, stated at cost, less accumulated depreciation consisted of the following: December 31, 2018 June 30, 2018 GMP Facility $ 8,020,471 $ 8,011,230 Land 260,000 260,000 Office Equipment 57,781 57,781 Furniture and Fixtures 5,607 5,607 Lab Equipment 5,732,060 5,683,765 Total Property and Equipment 14,075,919 14,018,383 Less Accumulated Depreciation (3,520,425 ) (3,177,290 ) Property and Equipment, Net $ 10,555,494 $ 10,841,093 Depreciation expense for the three months ended December 31, 2018 and 2017 were $171,815 and $166,732, respectively, and for the six months ended December 31, 2018 and 2017 were $343,135 and $332,921, respectively. |
Trademark and Patents
Trademark and Patents | 6 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 6 - Trademark and Patents Trademark and patents, stated at cost, less accumulated amortization consisted of the following: December 31, 2018 June 30, 2018 Trademarks and Patents $ 458,954 $ 458,954 Less Accumulated Amortization (88,161 ) (84,025 ) Trademarks and Patents, Net $ 370,793 $ 374,929 Amortization expense amounted to $2,067 for each of the three month periods ended December 31, 2018 and 2017, and $4,136 and $4,135 for the six months ended December 31, 2018 and 2017 respectively. |
Convertible Debenture and Deriv
Convertible Debenture and Derivatives | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7 - Convertible Debenture and Derivatives Debenture - Series C The Company’s Series C Convertible Debenture, in the amount of $5,000,000, was redeemed on November 13, 2017. For the three-month period ended December 31, 2017, the Holder of the Company’s Series C Convertible Debenture elected to receive $60,274 (through November 13, 2017) of their coupon interest payment and $125,000 of deferred interest payment in shares of the Company’s common stock. For the six-month period ended December 31, 2017, the Holder elected to receive $60,274 (through November 13, 2017) of its coupon interest payment and $125,000 of deferred interest payment in common stock of the Company and $125,000 of its coupon interest payment and $41,667 of its deferred interest payment in cash. The Company’s Series C Debenture in the amount of $5,000,000 was due to mature on June 30, 2018. On November 13, 2017, the Company entered into a Debenture Redemption Agreement (the “Agreement”) with the Holder, to redeem (the “Redemption”) its $5,000,000 Series C Convertible Debenture (the “Debenture”) for an aggregate of 5,500,000 shares of the Company’s $0.001 par value Common Stock (“Purchase Price”) comprising 5,000,000 shares for the principal of the Debenture and 500,000 shares for unpaid coupon interest from October 1, 2017 through June 30, 2018. The unpaid interest included $60,274 of accrued interest through November 13, 2017, $314,726 in coupon interest through June 30, 2018 and $125,000 of unpaid deferred interest. The price per share was equal to the closing price of the Company’s stock on Friday, November 10, 2017 of one ($ 1.00 Pursuant to the redemption agreement for the Company’s Series C Debenture, the Company issued 5,500,000 shares of its registered Common Stock from its shelf registration and the 150,000 shares of its Series A Preferred Stock upon receiving consent to issue the shares pursuant to New York Stock Exchange (“NYSE”) regulations. The Company submitted a request for authorization to issue the Common Stock and Series A Preferred Shares to the NYSE, which was authorized on March 18, 2018 and the shares were issued on March 21, 2018. On July 2, 2014, in conjunction with the issuance of the Company’s Series C Convertible Debenture, the Company issued 187,000 shares of its Series A Convertible Preferred Stock (the “Series A”) to Dr. Milton Boniuk, pursuant to the terms of the Debenture. Proceeds received in a financing transaction are allocated to the instruments issued prior to evaluating hybrid contracts for bifurcation of embedded derivatives. Since the Series A Convertible Preferred Stock is classified as equity, the proceeds allocated to the Preferred Stock are recorded at relative fair value. The fair value of the Series A was $1,645,606 at issuance and the relative fair value was calculated as $1,152,297. The remaining amount of the proceeds was allocated to the Debenture and a debt discount of $1,152,297 was recorded to offset the amount of the proceeds allocated to the Series A. Then, the embedded derivative was bifurcated at its fair value of $1,879,428 with the remaining balance allocated to the host instrument (Debenture). The total debt discount was amortized over the actual term of the Debenture using the effective interest method. The Company recognized amortization of this discount as an additional interest charge to “Discount on convertible debenture” in the amount of $-0- and $119,863 for the three month periods ended December 31, 2018 and 2017, respectively, and $-0- and $359,214 for the six month periods ended December 31, 2018 and 2017, respectively. |
Accrued expenses
Accrued expenses | 6 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 8 – Accrued expenses Accrued expenses consisted of the following: December 31, 2018 June 30, 2018 Severance payment- Eugene Seymour $ 33,333 $ 233,333 Accrued payroll 49,716 19,716 Professional services 25,000 - Other accruals 31,000 - Accrued expenses $ 139,049 $ 253,049 |
Equity Transactions
Equity Transactions | 6 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 - Equity Transactions On July 11, 2018 the Board of Directors approved an extension of the employment agreement with Dr. Anil Diwan, the Company’s President. Pursuant to the terms of the employment agreement, the Company’s Board of Directors authorized the issuance of 525,000 of the Company’s Series A preferred stock to Dr. Anil Diwan. The shares shall be vested in one-third increments on June 30, 2019, June 30, 2020 and June 30, 2021 and are subject to forfeiture. The Company recognized non-cash compensation expense related to the issuance of the Series A Preferred stock of $47,260 and $94,520, respectively, for the three and six months ended December 31, 2018. The balance of $466,170 will be recognized as the shares vest and service is rendered. For the three and six months ended December 31, 2018, the Company’s Board of Directors authorized the issuance of 7,716 15,432 The fair value of the Series A Preferred stock was the following for the dates indicated: Date Shares Value 7/11/2018 525,000 $ 560,690 7/31/2018 2,572 2,795 8/31/2018 2,572 2,374 9/30/2018 2,572 2,598 10/31/2018 2,572 2,233 11/30/2018 2,572 1,883 12/31/2018 2,572 2,245 540,432 $ 574,818 There is currently no market for the shares of Series A Preferred Stock and they can only be converted into shares of common stock upon a Change of Control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A Preferred stock granted to various employees and others on the date of grant. The Series A Preferred stock fair value is based on the greater of i) the converted value to common at a ratio of 1:3.5; or ii) the value of the voting rights since the Holder would lose the voting rights upon conversion. The conversion of the shares is triggered by a Change of Control. The valuations of the Series A Preferred stock at each issuance used the following inputs: a. The common stock price was in the range $.31 to $.58; b. The calculated weighted average number of shares of common stock in the period; c. A 26.63% premium over the common shares for the voting preferences; d. The calculated weighted average number of total voting shares and the monthly shares representing voting rights of 19.22% to 19.28% of the total; e. The conversion value is based on an assumption for calculation purposes only of a Change of Control in 4 years from October 31, 2016 and a remaining restricted term of 2.34 to 1.84 years; f. 29.42% to 32.24% restricted stock discount (based on a restricted stock analysis and call-put analysis curve: 55.76% to 71.74% volatility, 2.09% to 2.70% risk free rate) applied to the converted common. On July 19, 2018, the Company entered into an Employment Agreement with Dr. Irach Taraporewala as Chief Executive Officer of the Company beginning on September 1, 2018. Dr. Taraporewala was granted options to purchase up to 300,000 shares of the Company’s common stock, par value $0.001 per share at an exercise price equal to 20% above the closing bid price of $0.41 of the common stock on September 1, 2018 (“Effective Date”). The options shall vest in three, equal, annual installments commencing on the Effective Date. The grant date fair value of the options was $35,761 of which $11,920 was recognized and recorded as compensation expense for the three and six months ended December 31, 2018. The Company estimated the fair value of the options granted to Dr. Taraporewala on the date of grant using a lattice simulation model that values the options based upon a stock price modeled such that it follows a geometric Brownian motion with constant drift and volatility. For the three months ended December 31, 2018, the Scientific Advisory Board (SAB) was granted fully vested warrants to purchase 11,432 shares of common stock with an exercise price of $.41 per share expiring in November 2022. For the six months ended December 31, 2018, the Scientific Advisory Board (SAB) was granted fully vested warrants to purchase 11,432 shares of common stock with an exercise price of $.41 per share expiring in August 2022 and 11,432 fully vested warrants to purchase shares of common stock with an exercise price of $.41 per share expiring in November 2022. The fair value of the warrants was $1,429 for the three months and $2,972 for the six months ended December 31, 2018 and was recorded as consulting expense. The Company estimated the fair value of the warrants granted to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions: Expected life (year) 4 Expected volatility 49.76-55.12 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 2.71-2.93 % For the three and six months ended December 31, 2018, the Company’s Board of Directors authorized the issuance of 83,943 and 275,453, respectively fully vested shares of its common stock with a restrictive legend for consulting services. The Company recorded an expense of $27,000 and $106,460 for the three and six months ended December 31, 2018, respectively, which was the fair value on the dates of issuance. For the three and six months ended December 31, 2018, the Company’s Board of Directors authorized the issuance of 34,851 and 54,161, respectively, fully vested shares of its common stock with a restrictive legend for Director Services. The Company recorded an expense of $11,250 and $18,750 for the three and six months, respectively, which was the fair value on the dates of issuance. |
Stock Warrants and Options
Stock Warrants and Options | 6 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 10 - Stock Warrants and Options Stock Warrants Stock Warrants Number of Shares Weighted Average Exercise Price per share ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding and exercisable at June 30, 2018 6,969,588 $ 4.80 .53 $ - Granted 22,864 .41 Expired 2,868,981 5.25 - Outstanding and exercisable at December 31, 2018 4,123,471 $ 4.48 .63 $ - Of the above warrants, 3,127,668 expire in fiscal year ending June 30, 2019; 620,051 expire in fiscal year ending June 30, 2020, 57,160 expire in fiscal year ending June 30, 2021, 45,728 expire in the fiscal year ending June 30, 2022 and 272,864 warrants expire in the fiscal year ending June 30, 2023. Stock Options Stock Options Number of Shares Weighted Average Exercise Price per share ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding at June 30, 2018 - $ - - $ - Granted 300,000 .50 - - Outstanding at December 31, 2018 300,000 .50 2.67 - Of the above options, 100,000 are vested and exercisable as of December 31, 2018, 100,000 become vested and exercisable on September 1, 2019 and 100,000 become vested and exercisable on September 1, 2020. The options expire on August 31, 2021. The options will not become vested and exercisable until the option is vested pursuant to the vesting schedule set forth above, provided that Dr. Taraporewala continues to be employed by, or provide service to, the Company. If Dr. Taraporewala’s continuous service terminates for any reason other than cause, any such option exercisable as of the date of termination may be exercised at any time by the participant prior to the expiration date. If Dr. Taraporewala’s continuous service should be terminated for “Cause” (as defined in the option), then any outstanding option, vested or unvested, shall terminate immediately and shall no longer be The Company estimated the fair value of the options granted to Dr. Taraporewala on the date of grant using a lattice model that values the options based upon a stock price modeled such that it follows a geometric Brownian motion with constant drift and volatility: Expected life (year) 3 Expected volatility 55.09 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 2.71 % Expected forfeiture (attrition) rate (%) 5.00 % Expected volatility is based on historical volatility of the Company’s common stock and the expected life of options. The Company estimates forfeitures at the time of valuation and reduces expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ or are expected to differ, from the previous estimate. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 11 - Fair Value Measurement Fair value measurements At December 31, 2018 and June 30, 2018 the estimated fair values of the liabilities measured on a recurring basis are as follows: Fair Value Measurements at December 31, 2018: (Level 1) (Level 2) (Level 3) Derivative liability - warrants $ - $ - $ - Fair Value Measurements at June 30, 2018: (Level 1) (Level 2) (Level 3) Derivative liability - warrants $ - $ - $ 298,092 In conjunction with the Company’s registered direct offerings of Units, consisting of the Company’s common stock and warrants, on September 12, 2013 and January 24, 2014, the Company issued an aggregate of 5,425,363 warrants, of which 2,479,935 and 5,290,006, are outstanding at December 31, 2018 and June 30, 2018, respectively. Additionally, the Company issued 135,216 warrants to the placement agents of which 76,306 and 135,216, are also outstanding at December 31, 2018 and June 30, 2018, respectively, for a total number of 2,556,241 and 5,425,222 warrants outstanding and issued as of December 31, 2018 and June 30, 2018, respectively, pursuant to the aforesaid registered direct offerings. The Company accounts for stock purchase warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreements. Under applicable accounting guidance, stock warrants must be accounted for as derivative financial instruments if the warrants contain full-ratchet anti-dilution provisions, which preclude the warrants from being considered indexed to its own stock. The warrants described above contained a full-ratchet anti-dilution feature and are thus classified as a derivative liability. The Company used a lattice model to calculate the fair value of the derivative warrants based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. The Warrants were valued as of December 31, 2018 and June 30, 2018 with the following assumptions: - The 5-year warrants issued on 9/12/13 and 1/24/14 included Investor and Placement Agent Warrants with an exercise price of $5.25 and $6.05 (subject to adjustments-full ratchet reset). - The stock price would fluctuate with the Company projected volatility. - The Holder would exercise the warrant as they become exercisable (effective registration at issuance) at target prices of the higher of 2 times the projected exercise/reset price or 2 times the stock price. - The next capital raise would fluctuate with an annual volatility. The projected volatility curve was based on historical volatilities of the Company for the valuation periods. The projected annual volatility for the valuation dates are: 1 Year 12/31/18 76 % 6/30/18 56 % The primary factors driving the economic value of options are stock price; stock volatility; reset events and exercise behavior. Projections of these variables over the remaining term of the warrant are either derived or based on industry averages. Based on the above, a probability was assigned to each scenario for each future period, and the appropriate derivative value was determined for each scenario. The option value was then probability weighted and discounted to the present. The following tables present the activity for liabilities measured at estimated fair value using unobservable inputs for the three months ended December 31, 2018: Fair Value Measurement Fair Value Measurement Using Significant Unobservable Inputs Derivative Liability- Warrant Beginning balance at July 1, 2018 $ 298,092 Additions during the year - Change in fair value (298,092 ) Transfer in and out of Level 3 - Balance at December 31, 2018 $ - |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 12 - Commitments and Contingencies Legal Proceedings There are no pending legal proceedings against the Company to the best of the Company’s knowledge as of the date hereof and to the Company’s knowledge, no action, suit or proceeding has been threatened against the Company. Employment Agreements The Company and Dr. Diwan, President and Chairman of the Board of Directors, entered into an extension of employment agreement effective July 1, 2018 for a term of three years. Dr. Diwan’s will be paid an annual base salary of $400,000. Additionally, Dr. Diwan was awarded a grant of 525,000 shares of the Company’s Series A Preferred Stock. 175,000 shares vest equally on June 30, 2019, 2020 and 2021. Any unvested shares are subject to forfeiture. The Company and Dr. Irach Taraporewala, the Company’s Chief Executive Officer, entered into an employment agreement effective September 1, 2018, for a term of three years. Dr. Taraporewala will be paid an annual base salary of $360,000. Additionally, Dr. Taraporewala was awarded a grant of 300,000 options to purchase shares of the Company’s Common Stock. 100,000 options vested on September 1, 2018 and the remainder of the options will vest over the two-year vesting period and are subject to forfeiture. On March 3, 2010, the Company entered into an employment agreement with Dr. Jayant Tatake to serve as Vice President of Research and Development. The employment agreement provides for a term of four years with a base salary of $150,000. In addition, the Company issued 26,786 shares of Series A Preferred Stock and 35,715 shares of common stock upon entering into the agreement, and issued an additional 26,786 shares of Series A Preferred Stock and 35,715 shares of common stock on each anniversary date of the agreement. The shares of Series A Preferred Stock were issued in recognition of Dr. Tatake’s work towards the achievement of several patents by the Company. The Compensation Committee of the Board of Directors has extended the current provisions of the Employment Agreement pending its review of current industry On March 3, 2010, the Company entered into an employment agreement with Dr. Randall Barton to serve as Chief Scientific Officer. The employment agreement provided for a term of four years with a base salary of $150,000. In addition, the Company issued 35,715 shares of common stock upon entering into the agreement, and issued an additional 35,715 shares of common stock on each anniversary date of the agreement. The Compensation Committee of the Board of Directors has extended the current provisions of the Employment Agreement pending its review of current industry compensation On May 30, 2013, the Company entered into an Employment Agreement with Meeta Vyas to serve as its Chief Financial Officer. The employment agreement provided for a term of three years with a base salary of $9,000 per month and 2,572 shares of Series A Preferred Stock, also on a monthly basis. On January 1, 2015, her cash compensation was increased to $10,800 per month. The Agreement is renewable on an annual basis. The Compensation Committee of the Board of Directors has extended the current provisions of the Employment Agreement pending its review of current industry compensation License Agreements The Company is dependent upon its license agreement with TheraCour (See Note 4). If the Company lost the right to utilize any of the proprietary information that is the subject of the TheraCour license agreement on which it depends, the Company will incur substantial delays and costs in development of its drug candidates. The Company is currently negotiating for a license for VZV from the Licensor, TheraCour. For this purpose, the Company has conducted a valuation for the shingles and PHN indications. TheraCour has not withheld any licenses for antiviral nanomedicines sought by the Company and we anticipate that the licenses for VZV will be executed once the due diligence process is completed. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13 - Subsequent Events Management performed an evaluation of the Company’s activity through the date these financials were issued to determine if they must be reported. The Company determined that there were certain reportable subsequent events to be disclosed as follows: ● On January 24, 2019, Irach Taraporewala resigned as the Chief Executive Officer of NanoViricides, Inc. (the “Company”) for personal reasons. Also on that date, the Company and Mr. Taraporewala agreed that Mr. Taraporewala would become a consultant for the Company for a period of two years. In connection with his resignation and new consulting services, the Company and Mr. Taraporewala entered into a Confidential Separation and Consulting Agreement and General Release (the “Agreement”) pursuant to which the Company will pay Mr. Taraporewala monthly consulting payments of Three Thousand Dollars ($3,000) from February 1, 2019, the effective date of the Agreement, through January 31, 2021. The Agreement includes a general release of claims against the Registrant, obligations of confidentiality, non-disclosure, non-disparagement and other customary provisions found in similar agreements. Dr. Taraporewala was granted options to purchase up to 300,000 shares of the Company’s common stock, on September 1, 2018. Pursuant to the option grant, 100,000 options vested on September 1, 2018. The remaining 200,000 options were not vested and have been forfeited. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation – Interim Financial Information The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission for Interim Reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. The accompanying financial statements and the information included under the heading “Management’s Discussion and Analysis or Plan of Operation” should be read in conjunction with our Company’s audited financial statements and related notes included in our Company’s Form 10-K for the fiscal year ended June 30, 2018 filed with the SEC on October 13, 2018. For a summary of significant accounting policies, see the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed on October 13, 2018. |
Reclassification, Policy [Policy Text Block] | Reclassifications and Prior Year Adjustments Certain prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the reported results of operations. The Company reclassified $253,508 and $550,186 of expenses for the three and six months ended December 31, 2017 respectively, related to the Company’s laboratory facilities from general and administrative expenses into research and development expenses for consistency with current year presentation. The reclassifications had no impact on the reported results of operations and net loss reported for the three and six months ended December 31, 2017. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants, convertible preferred stock, and convertible debenture. The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net loss per common share calculation, as they were anti-dilutive: Potentially Outstanding Dilutive Common Shares For the For the Six Months Six Months Ended Ended December 31, 2018 December 31, 2017 Options and Warrants 4,423,471 6,696,724 Total potentially outstanding dilutive common shares 4,423,471 6,696,724 The Company has also issued 5,071,826 shares of Series A Preferred Stock to investors and others as of December 31, 2018. Only in the event of a “change of control” of the Company, each Series A preferred share is convertible to 3.5 shares of its new common stock. A “Change of Control” is defined as an event in which the Company’s shareholders become 60% or less owners of a new entity as a result of a change of ownership, merger or acquisition of the Company or the Company’s intellectual property. In the absence of a Change of Control event, the Series A convertible Preferred Stock is not convertible into common stock, and does not carry any dividend rights or any other financial effects. At December 31, 2018, the number of potentially dilutive shares of the Company’s common stock into which these Series A Preferred shares can be converted into is 17,751,391, and is not included in diluted earnings per share since the shares are contingently convertible only upon a Change of Control. The following table represents the basic and diluted per share calculations for loss from continuing operations; For the three months ended December 31, For the six months ended December 31, 2018 2017 2018 2017 Calculation of basic and diluted loss per share of common stock: Net loss attributable to common stockholders $ (2,230,992 ) $ (2,796,894 ) $ (4,072,455 ) $ (4,802,449 ) Denominator for basic weighted average shares of common stock 69,383,850 63,335,601 69,284,908 63,321,342 Basic and diluted loss per share of common stock $ (0.03 ) $ (0.04 ) $ (0.06 ) $ (0.08 ) The Series C debenture was redeemed for Common Stock effective November 13, 2017. See Note 7. The Series C debenture was excluded from the loss per share calculation for the three and six month period ended December 31, 2017 because the impact is antidilutive |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In August 2018, the SEC issued the final rule on Disclosures About Changes in Stockholder’s Equity For filings on Form 10-Q, which extends to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04,2 to disclose (1) changes in stockholders’ equity and (2) the amount of dividends per share for each class of shares (as opposed to common stock only, as previously required). Pursuant to the final rule, registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for “the current and comparative year-to-date [interim] periods, with subtotals for each interim period,” i.e., a reconciliation covering each period for which an income statement is presented. Rule 3-04 permits the disclosure of changes in stockholders’ equity (including dividend-per-share amounts) to be made either in a separate financial statement or in the notes to the financial statements. The final rule is effective for all filings made on or after November 5, 2018. The staff of the SEC has indicated it would not object if the filer’s first presentation of the changes in shareholders’ equity is included in its form 10-Q for the quarter that begins after the effective date of the amendments. The Company conformed to this rule in its Form 10-Q for the quarter ending December 31, 2018. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for the Company in the first quarter of fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company does not expect that the adoption of this ASU will have a significant impact on its financial statements. In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11. “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. ASU 2017-11 revises the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities. ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted, including adoption in an interim period. ASU 2017-11 provides that upon adoption, an entity may apply this standard retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the opening balance of retaining earnings in the fiscal year and interim period adoption. The Company is currently in the process of assessing the impact of this ASU on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net loss per common share calculation, as they were anti-dilutive: Potentially Outstanding Dilutive Common Shares For the For the Six Months Six Months Ended Ended December 31, 2018 December 31, 2017 Options and Warrants 4,423,471 6,696,724 Total potentially outstanding dilutive common shares 4,423,471 6,696,724 The following table represents the basic and diluted per share calculations for loss from continuing operations; For the three months ended December 31, For the six months ended December 31, 2018 2017 2018 2017 Calculation of basic and diluted loss per share of common stock: Net loss attributable to common stockholders $ (2,230,992 ) $ (2,796,894 ) $ (4,072,455 ) $ (4,802,449 ) Denominator for basic weighted average shares of common stock 69,383,850 63,335,601 69,284,908 63,321,342 Basic and diluted loss per share of common stock $ (0.03 ) $ (0.04 ) $ (0.06 ) $ (0.08 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | As of December 31, 2018 June 30, 2018 Account Payable – Related Party Pursuant to an Exclusive License Agreement we entered into with TheraCour, the Company was granted exclusive licenses in perpetuity for technologies developed by TheraCour for the virus types: HIV, HCV, Herpes, Asian (bird) flu, Influenza and rabies. In consideration for obtaining this exclusive license, we agreed: (1) that TheraCour can charge its costs (direct and indirect) plus no more than 30% of direct costs as a development fee and such development fees shall be due and payable in periodic installments as billed, (2) we will pay $2,000 or actual costs each month, whichever is higher for other general and administrative expenses incurred by TheraCour on our behalf, (3) to make royalty payments of 15% (calculated as a percentage of net sales of the licensed drugs) to TheraCour; (4) to pay an advance payment equal to twice the amount of the previous month’s invoice to be applied as a prepayment towards expenses. On October 2, 2018, the Company entered into an agreement with TheraCour Pharma, Inc. for a waiver of the two months worth of prepaid balance advance of anticipated invoicing and the application of the current advance as a credit against current open invoices. Additionally, TheraCour has agreed to defer $25,000 per month of development fees for six months, beginning with July 2018. Accounts payable due TheraCour on the reporting date was $ 800,830 $ 107,468 For the three months ended For the six months ended December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Property and Equipment During the reporting period, TheraCour Pharma, Inc. acquired property and equipment on behalf of the Company from third party vendors and sold such property and equipment, at cost, to the Company $ 7,408 $ - $ 7,408 $ - For the three months ended For the six months ended December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Research and Development Costs Paid to Related Parties Development fees and other costs charged by TheraCour pursuant to exclusive License Agreements between TheraCour and the Company for the development of the Company’s drug pipeline. No royalties are due TheraCour from the Company at December 31, 2018 and June 30, 2018 $ 899,184 $ 923,588 $ 1,745,872 $ 1,770,861 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, stated at cost, less accumulated depreciation consisted of the following: December 31, 2018 June 30, 2018 GMP Facility $ 8,020,471 $ 8,011,230 Land 260,000 260,000 Office Equipment 57,781 57,781 Furniture and Fixtures 5,607 5,607 Lab Equipment 5,732,060 5,683,765 Total Property and Equipment 14,075,919 14,018,383 Less Accumulated Depreciation (3,520,425 ) (3,177,290 ) Property and Equipment, Net $ 10,555,494 $ 10,841,093 |
Trademark and Patents (Tables)
Trademark and Patents (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Trademark and patents, stated at cost, less accumulated amortization consisted of the following: December 31, 2018 June 30, 2018 Trademarks and Patents $ 458,954 $ 458,954 Less Accumulated Amortization (88,161 ) (84,025 ) Trademarks and Patents, Net $ 370,793 $ 374,929 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following: December 31, 2018 June 30, 2018 Severance payment- Eugene Seymour $ 33,333 $ 233,333 Accrued payroll 49,716 19,716 Professional services 25,000 - Other accruals 31,000 - Accrued expenses $ 139,049 $ 253,049 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Schedule Of Fair Value Of Stock Classified By Issuance Date [Table Text Block] | The fair value of the Series A Preferred stock was the following for the dates indicated: Date Shares Value 7/11/2018 525,000 $ 560,690 7/31/2018 2,572 2,795 8/31/2018 2,572 2,374 9/30/2018 2,572 2,598 10/31/2018 2,572 2,233 11/30/2018 2,572 1,883 12/31/2018 2,572 2,245 540,432 $ 574,818 |
Schedule of Stockholders Equity [Table Text Block] | The Company estimated the fair value of the warrants granted to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions: Expected life (year) 4 Expected volatility 49.76-55.12 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 2.71-2.93 % |
Stock Warrants and Options (Tab
Stock Warrants and Options (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimated the fair value of the options granted to Dr. Taraporewala on the date of grant using a lattice model that values the options based upon a stock price modeled such that it follows a geometric Brownian motion with constant drift and volatility: Expected life (year) 3 Expected volatility 55.09 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 2.71 % Expected forfeiture (attrition) rate (%) 5.00 % |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Options Number of Shares Weighted Average Exercise Price per share ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding at June 30, 2018 - $ - - $ - Granted 300,000 .50 - - Outstanding at December 31, 2018 300,000 .50 2.67 - |
Stock Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Warrants Number of Shares Weighted Average Exercise Price per share ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding and exercisable at June 30, 2018 6,969,588 $ 4.80 .53 $ - Granted 22,864 .41 Expired 2,868,981 5.25 - Outstanding and exercisable at December 31, 2018 4,123,471 $ 4.48 .63 $ - |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | At December 31, 2018 and June 30, 2018 the estimated fair values of the liabilities measured on a recurring basis are as follows: Fair Value Measurements at December 31, 2018: (Level 1) (Level 2) (Level 3) Derivative liability - warrants $ - $ - $ - Fair Value Measurements at June 30, 2018: (Level 1) (Level 2) (Level 3) Derivative liability - warrants $ - $ - $ 298,092 |
Schedule Of Projected Annual Volatility [Table Text Block] | - The next capital raise would fluctuate with an annual volatility. The projected volatility curve was based on historical volatilities of the Company for the valuation periods. The projected annual volatility for the valuation dates are: 1 Year 12/31/18 76 % 6/30/18 56 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following tables present the activity for liabilities measured at estimated fair value using unobservable inputs for the three months ended December 31, 2018: Fair Value Measurement Fair Value Measurement Using Significant Unobservable Inputs Derivative Liability- Warrant Beginning balance at July 1, 2018 $ 298,092 Additions during the year - Change in fair value (298,092 ) Transfer in and out of Level 3 - Balance at December 31, 2018 $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,423,471 | 6,696,724 |
Options and Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,423,471 | 6,696,724 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details1) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Calculation of basic and diluted loss per share of common stock: | ||||||
Net loss attributable to common stockholders | $ (2,230,992) | $ (1,841,463) | $ (2,796,894) | $ (2,005,555) | $ (4,072,455) | $ (4,802,449) |
Denominator for basic weighted average shares of common stock | 69,383,850 | 63,335,601 | 69,284,908 | 63,321,342 | ||
Basic and diluted loss per share of common stock | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.08) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,423,471 | 6,696,724 | |
Reclassification of General and Administrative Expenses into Research and Development Expenses | $ 253,508 | $ 550,186 | |
Series A converteble preferred shares [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,751,391 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.5 | ||
Convertible Preferred Stock, Terms of Conversion | 60% or less | ||
Preferred Stock, Shares Issued | 5,071,826 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cash and Cash Equivalents, at Carrying Value | $ 3,903,672 | $ 12,046,400 | $ 3,903,672 | $ 12,046,400 | $ 7,081,771 | $ 15,099,461 | ||
Retained Earnings (Accumulated Deficit) | (87,764,601) | (87,764,601) | $ (83,692,146) | |||||
Net Income (Loss) Attributable to Parent | $ (2,230,992) | $ (1,841,463) | $ (2,796,894) | $ (2,005,555) | (4,072,455) | (4,802,449) | ||
Net Cash Provided by (Used in) Operating Activities | $ (3,120,563) | $ (2,960,521) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Research and development | $ 1,657,838 | $ 1,639,643 | $ 3,024,779 | $ 3,091,549 | ||
Theracour Pharma Inc [Member] | ||||||
Net Account Payable to related party | 800,830 | 800,830 | $ 107,468 | |||
Research and development | $ 25,000 | 899,184 | 923,588 | 1,745,872 | 1,770,861 | |
Property, Plant and Equipment, Additions | $ 7,408 | $ 0 | $ 7,408 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | Oct. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Description of Transaction | costs (direct and indirect) plus no more than 30% of direct costs | ||||
Other General and Administrative Expense | $ 2,000 | ||||
Interest Expense, Debt | $ 0 | $ 60,275 | $ 0 | $ 185,274 | |
Percentage Of Net Sales Allocated For Royalty Payments | 15.00% | ||||
Research and Development Expense | 1,657,838 | 1,639,643 | $ 3,024,779 | 3,091,549 | |
Theracour Pharma Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Research and Development Expense | $ 25,000 | $ 899,184 | 923,588 | $ 1,745,872 | 1,770,861 |
Series C Convertible Debenture [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest Expense, Debt | 5,000,000 | ||||
Series C Convertible Debenture [Member] | Dr. Boniuk [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest Expense, Debt | $ 60,274 | $ 185,274 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Property, Plant and Equipment [Line Items] | ||
GMP Facility | $ 8,020,471 | $ 8,011,230 |
Land | 260,000 | 260,000 |
Office Equipment | 57,781 | 57,781 |
Furniture and Fixtures | 5,607 | 5,607 |
Lab Equipment | 5,732,060 | 5,683,765 |
Total Property and Equipment | 14,075,919 | 14,018,383 |
Less Accumulated Depreciation | (3,520,425) | (3,177,290) |
Property and Equipment, Net | $ 10,555,494 | $ 10,841,093 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 171,815 | $ 166,732 | $ 343,135 | $ 332,921 |
Trademark and Patents (Details)
Trademark and Patents (Details) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Trademarks And Patents [Line Items] | ||
Trademarks and Patents | $ 458,954 | $ 458,954 |
Less Accumulated Amortization | (88,161) | (84,025) |
Trademarks and Patents, Net | $ 370,793 | $ 374,929 |
Trademark and Patents (Details
Trademark and Patents (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Trademarks And Patents [Line Items] | ||||
Amortization | $ 4,136 | $ 4,135 | ||
Trademark and Patents [Member] | ||||
Trademarks And Patents [Line Items] | ||||
Amortization | $ 2,067 | $ 2,067 | $ 4,136 | $ 4,135 |
Convertible Debenture and Der_2
Convertible Debenture and Derivatives (Details Textual) - USD ($) | Nov. 13, 2017 | Jul. 02, 2014 | Mar. 21, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jul. 19, 2018 |
Debt Instrument [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 150,000 | ||||||||
Interest Expense, Debt | $ 0 | $ 60,275 | $ 0 | $ 185,274 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Gain (Loss) on Extinguishment of Debt | $ 0 | (1,348,247) | $ 0 | (1,348,247) | |||||
Stock Issued During Period, Value, New Issues | $ 5,500,000 | ||||||||
Share price as per Redemption Agreement | $ 1 | $ 1 | |||||||
Series Preferred Share Issued For Debenture Interest Shares Issued | 150,000 | ||||||||
Debt Conversion, Description | for an aggregate of 5,500,000 shares of the Company’s $0.001 par value Common Stock (“Purchase Price”) comprising 5,000,000 shares for the principal of the Debenture and 500,000 shares for unpaid coupon interest from October 1, 2017 through June 30, 2018. | ||||||||
Series A Preferred Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | $ 684,633 | $ 684,633 | |||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | 5,500,000 | ||||||||
Series B Convertible Debentures [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of Debt Discount (Premium) | $ 0 | 119,863 | $ 0 | 359,214 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 150,000 | 187,000 | |||||||
Proceeds from Convertible Debt | $ 1,645,606 | ||||||||
Repayments of Other Debt | 1,152,297 | ||||||||
Debt Instrument, Unamortized Discount | 1,152,297 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,879,428 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 1,348,247 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 0.001 | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 364,337 | ||||||||
Stock Issued During Period, Shares, Other | 314,726 | ||||||||
Derivative Liability | $ 15,449 | ||||||||
Stock Issued During Period, Value, Other | $ 314,726 | ||||||||
Series C Convertible Debenture [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | 5,000,000 | ||||||||
Interest Expense, Debt | 314,726 | ||||||||
Common Stock Value Issued For Debt Instrument Periodic Interest Payment | 60,274 | $ 125,000 | |||||||
Deferred Interest Payment | $ 125,000 | 125,000 | |||||||
Deferred Interest Payment in Cash | $ 41,667 | ||||||||
Interest Payable, Current | 60,274 | ||||||||
Long-term Debt, Excluding Current Maturities | $ 5,000,000 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Severance payment- Eugene Seymour | $ 33,333 | $ 233,333 |
Accrued payroll | 49,716 | 19,716 |
Professional services | 25,000 | 0 |
Other accruals | 31,000 | 0 |
Accrued expenses | $ 139,049 | $ 253,049 |
Equity Transactions (Details)
Equity Transactions (Details) - Series A Preferred Stock [Member] | 6 Months Ended |
Dec. 31, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 540,432 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 574,818 |
Issuance Date One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 525,000 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 560,690 |
Issuance Date Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 2,572 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 2,795 |
Issuance Date Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 2,572 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 2,374 |
Issuance Date Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 2,572 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 2,598 |
Issuance Date Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 2,572 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 2,233 |
Issuance Date Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 2,572 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 1,883 |
Issuance Date Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | shares | 2,572 |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ | $ 2,245 |
Equity Transactions (Details 1)
Equity Transactions (Details 1) | 6 Months Ended |
Dec. 31, 2018 | |
Class of Stock [Line Items] | |
Expected volatility, Minimum | 49.76% |
Expected volatility, Maximum | 55.12% |
Risk-free rate(s), Minimum | 2.71% |
Risk-free rate(s), Maximum | 2.93% |
Equity Transactions (Details 2)
Equity Transactions (Details 2) | 6 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (year) | 4 years |
Scientific Advisory Board [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected annual rate of quarterly dividends | 0.00% |
Equity Transactions (Details Te
Equity Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 01, 2018 | Jul. 11, 2018 | Jun. 30, 2018 | |
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights1 | $ 0.41 | ||||||
Share-based Compensation | $ 11,920 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | ||||||
Fair Value Measurement Significant Assumptions | a. The common stock price was in the range $.31 to $.58; b. The calculated weighted average number of shares of common stock in the period; c. A 26.63% premium over the common shares for the voting preferences; d. The calculated weighted average number of total voting shares and the monthly shares representing voting rights of 19.22% to 19.25% of the total; e. The conversion value is based on an assumption for calculation purposes only of a Change of Control in 4 years from October 31, 2016 and a remaining restricted term of 2.34 to 1.84 years; f. 29.42% to 32.24% restricted stock discount (based on a restricted stock analysis and call-put analysis curve: 55.76% to 71.74% volatility, 2.09% to 2.70% risk free rate) applied to the converted common. | ||||||
Share Price | $ 0.41 | ||||||
Restricted Stock or Unit Expense | $ 6,361 | $ 14,128 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 20.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 7,716 | 15,432 | |||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options Grant Date in Period Fair Value | $ 35,761 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number Of Common Stock To Be Issued Upon Conversion Of Warrants | 11,432 | ||||||
Fair Value Adjustment of Warrants | $ 1,429 | $ 2,972 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights1 | $ 41 | $ 41 | |||||
Warrant [Member] | August 2021 | |||||||
Class of Stock [Line Items] | |||||||
Number Of Common Stock To Be Issued Upon Conversion Of Warrants | 11,432 | ||||||
Warrant [Member] | February 2022 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights1 | $ 41 | $ 41 | |||||
Director [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation | $ 11,250 | $ 18,750 | |||||
Restricted common stock authorized for interest payable | 34,851 | 54,161 | |||||
President [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 525,000 | ||||||
Share-based Compensation | $ 47,260 | $ 94,520 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 466,170 | $ 466,170 | |||||
Consulting Services [Member] | |||||||
Class of Stock [Line Items] | |||||||
Restricted common stock authorized for interest payable | 83,943 | 275,453 | |||||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions | 29.42% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 55.76% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.09% | ||||||
Series A Convertible Preferred Stock [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions | 32.24% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 71.74% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.70% | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Value, Issued For Services | $ 27,000 | $ 106,460 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | ||||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award, Voting Rights, Percentage | 19.22% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 10 months 2 days | ||||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award, Voting Rights, Percentage | 19.28% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 4 months 2 days |
Stock Warrants and Options (Det
Stock Warrants and Options (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 19, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 300,000 | ||
Weighted Average Remaining Contractual Term (years), Expired | 0 years | ||
Aggregate Intrinsic Value, Outstanding (in dollars) | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Outstanding (in dollars) | $ 0 | ||
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 6,969,588 | ||
Number of Shares, Granted | 22,864 | ||
Number of Shares, Expired | 2,868,981 | ||
Number of Shares, Outstanding | 4,123,471 | ||
Weighted Average Exercise Price per share, Outstanding (dollars per share) | $ 4.80 | ||
Weighted Average Exercise Price per share, Granted (dollars per share) | $ 0.41 | ||
Weighted Average Exercise Price per share, Expired (dollars per share) | 5.25 | ||
Weighted Average Exercise Price per share, Outstanding (dollars per share) | $ 4.48 | ||
Weighted Average Remaining Contractual Term (years), Expired | 0 years | ||
Weighted Average Remaining Contractual Term (years), Outstanding | 7 months 17 days | 6 months 11 days | |
Aggregate Intrinsic Value, Outstanding (in dollars) | $ 0 |
Stock Warrants and Options (D_2
Stock Warrants and Options (Details 1) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 19, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 300,000 | ||
Aggregate Intrinsic Value, Outstanding (in dollars) | $ 0 | ||
Stock Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 0 | ||
Number of Shares, Granted | 300,000 | ||
Number of Shares, Outstanding | 300,000 | ||
Weighted Average Exercise Price per share, Outstanding (dollars per share) | $ 0 | ||
Weighted Average Exercise Price per share, Granted (dollars per share) | $ 0.50 | ||
Weighted Average Exercise Price per share, Outstanding (dollars per share) | $ 0.50 | ||
Weighted Average Remaining Contractual Term (years), Granted | 0 years | ||
Weighted Average Remaining Contractual Term (years), Outstanding | 2 years 8 months 1 day | ||
Aggregate Intrinsic Value, Outstanding (in dollars) | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Granted (in dollars) | $ 0 |
Stock Warrants and Options (D_3
Stock Warrants and Options (Details 2) | 6 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (year) | 4 years |
Chief Executive Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (year) | 3 years |
Expected volatility | 55.09% |
Expected annual rate of quarterly dividends | 0.00% |
Risk-free rate(s) | 2.71% |
Expected forfeiture (attrition) rate (%) | 5.00% |
Stock Warrants and Options (D_4
Stock Warrants and Options (Details Textual) | 6 Months Ended |
Dec. 31, 2018shares | |
Share-based Compensation Award, Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 100,000 |
Share-based Compensation Award, Tranche Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 100,000 |
Share-based Compensation Award, Tranche Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 100,000 |
June 30, 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Exercisable | 3,127,668 |
June 30, 2020 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Exercisable | 620,051 |
June 30, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Exercisable | 57,160 |
June 30 2022 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Exercisable | 45,728 |
June 30, 2023 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Exercisable | 272,864 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Warrant [Member] - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liability, Noncurrent | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liability, Noncurrent | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liability, Noncurrent | $ 0 | $ 298,092 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details 1) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Jun. 30, 2018 | |
One Year Ended 6/30/18 | ||
Fair Value Assumption Expected Volatility Rate | 56.00% | |
One Year Ended 9/30/18 | ||
Fair Value Assumption Expected Volatility Rate | 76.00% |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details 2) - Derivative liability - Warrants | 6 Months Ended |
Dec. 31, 2018USD ($) | |
Beginning balance | $ 298,092 |
Additions during the year | 0 |
Change in fair value | (298,092) |
Transfer in and out of Level 3 | 0 |
Ending Balance | $ 0 |
Fair Value Measurement (Detai_4
Fair Value Measurement (Details Textual) - $ / shares | 4 Months Ended | ||||
Jan. 24, 2014 | Dec. 31, 2018 | Sep. 01, 2018 | Jun. 30, 2018 | Sep. 12, 2013 | |
Class of Warrant or Right, Outstanding | 2,479,935 | 5,290,006 | |||
Warrants Issued | 5,425,363 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.41 | ||||
Placement Agents [Member] | |||||
Class of Warrant or Right, Outstanding | 76,306 | 135,216 | |||
Warrants Issued | 135,216 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.05 | $ 5.25 | |||
Scientific Advisory Board [Member] | |||||
Class of Warrant or Right, Outstanding | 2,556,241 | 5,425,222 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2015 | May 30, 2013 | Mar. 03, 2010 | Dec. 31, 2018 | Jun. 30, 2018 | |
Commitments and Contingencies [Line Items] | |||||
Common stock, shares issued | 69,501,354 | 69,171,740 | |||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 400,000 | ||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 525,000 | ||||
Share-based Compensation Award, Tranche One [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 175,000 | ||||
Chief Executive Officer [Member] | Year One [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 360,000 | ||||
Chief Executive Officer [Member] | Year Two [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Compensation Expense | 300,000 | ||||
Chief Executive Officer [Member] | Year Three [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 100,000 | ||||
Chief Scientific Officer [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Common stock, shares issued | 35,715 | ||||
Additional Common Stock Shares Issued | 35,715 | ||||
Increase In Base Salary | $ 150,000 | ||||
Vice President [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Common stock, shares issued | 35,715 | ||||
Additional Common Stock Shares Issued | 35,715 | ||||
Preferred stock, shares issued | 26,786 | ||||
Additional Preferred Stock Shares Issued | 26,786 | ||||
Increase In Base Salary | $ 150,000 | ||||
Chief Financial Officer [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Increase In Base Salary | $ 10,800 | $ 9,000 | |||
Chief Financial Officer [Member] | Series A Convertible Preferred Stock [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Preferred stock, shares issued | 2,572 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Jan. 24, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 300,000 |
Mr Taraporewala [Member] | |
Consulting Services Payments | $ | $ 3,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 200,000 |