Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Oct. 20, 2020 | Dec. 31, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | PREDICTIVE TECHNOLOGY GROUP, INC. | ||
Entity Central Index Key | 0001382943 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Incorporation State Code | NV | ||
Entity File Number | 000-56008 | ||
Entity Common Stock, Shares Outstanding | 299,596,808 | ||
Entity Public Float | $ 165,896,672 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash | $ 331,228 | $ 1,618,244 |
Accounts receivable, net of allowance for doubtful accounts of $239,392 and $687,064 | 136,903 | 1,250,476 |
Due from equity method investee | 184,443 | |
Inventory | 1,514,841 | 5,775,185 |
Other current assets | 5,720,561 | 103,080 |
Total current assets | 7,703,533 | 8,931,428 |
Property, plant, and equipment, net | 5,305,099 | 6,974,441 |
Operating lease right of use assets | 1,115,308 | |
License agreements, net of amortization | 16,064,728 | 18,062,315 |
Patents, net of amortization | 6,085,785 | 6,850,490 |
Trade secrets, net of amortization | 29,236,447 | 45,336,335 |
Other intangible assets, net of amortization | 295,788 | 383,931 |
Equity method investments | 12,731,383 | 51,717,719 |
Goodwill | 5,254,451 | 5,254,451 |
Other long-term assets | 49,893 | 67,075 |
Total assets | 83,842,415 | 143,578,185 |
Current liabilities: | ||
Accounts payable | 4,988,319 | 4,943,178 |
Accrued liabilities | 8,046,814 | 1,857,771 |
Deferred revenue | 381,889 | 469,376 |
Operating lease liability, current portion | 914,473 | |
Finance lease liability, current portion | 649,492 | 504,488 |
Notes payable, current portion | 705,234 | |
Subscription payable, current portion | 5,150,000 | 6,300,000 |
Total current liabilities | 20,836,221 | 14,074,813 |
Operating lease liability, net of current portion | 243,378 | |
Finance lease liability, net of current portion | 861,613 | 1,511,554 |
Notes payable, net of current portion | 4,465,985 | 400,000 |
Subscription payable, net of current portion | 2,056,610 | 4,040,610 |
Deferred tax liabilities | 300,896 | 11,014,745 |
Other non-current liabilities | 154,430 | |
Total liabilities | 28,919,133 | 31,041,722 |
Stockholders' equity: | ||
Common stock, par value $0.001, 299,596,808 and 273,761,955 shares issued and outstanding at June 30, 2020 and 2019; 900,000,000 shares authorized | 299,597 | 273,762 |
Additional paid-in capital | 181,862,823 | 153,604,830 |
Accumulated deficit | (126,872,115) | (41,102,849) |
Total controlling interest | 55,290,305 | 112,775,743 |
Non-controlling interest | (367,023) | (239,280) |
Total stockholders' equity | 54,923,282 | 112,536,463 |
Total liabilities and stockholders' equity | $ 83,842,415 | $ 143,578,185 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts | $ 239,392 | $ 687,064 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 299,596,808 | 273,761,955 |
Common stock, shares outstanding | 299,596,808 | 273,761,955 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 24,441,424 | $ 43,493,589 |
Cost of goods sold, exclusive of depreciation and amortization shown below | 20,585,537 | 16,293,553 |
Operating expenses: | ||
Selling and marketing | 9,295,966 | 13,937,512 |
General and administrative | 24,465,940 | 18,229,874 |
Research and development | 5,955,721 | 5,822,862 |
Depreciation and amortization | 10,801,435 | 9,150,184 |
Loss on impairment | 10,041,556 | |
Total operating expenses | 60,560,618 | 47,140,432 |
Operating loss | (56,704,731) | (19,940,396) |
Interest expense | (596,091) | (17,504) |
Bargain purchase gain | 363,676 | |
Loss on equity method investment | (39,256,336) | (1,164,903) |
Other expense | (1,318) | (22,584) |
Total other loss | (39,853,745) | (841,315) |
Loss before income taxes | (96,558,476) | (20,781,711) |
Benefit from income taxes | 10,661,467 | 5,357,413 |
Net loss and comprehensive loss | (85,897,009) | (15,424,298) |
Net loss attributable to non-controlling interest | 127,743 | 119,128 |
Net loss and comprehensive loss attributable to common stockholders | $ (85,769,266) | $ (15,305,170) |
Weighted average common shares outstanding | 290,251,062 | 265,526,265 |
Basic & diluted loss per common share | $ (0.30) | $ (0.06) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (85,897,009) | $ (15,424,298) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 10,801,435 | 9,296,417 |
Provision for bad debts | 267,712 | 687,064 |
Share based compensation | 15,651,910 | 11,654,942 |
Deferred income taxes | (10,713,849) | (5,415,912) |
Losses on equity method investment | 39,256,336 | 1,164,903 |
Loss on impairment | 10,041,556 | |
Non-cash lease expense | 742,370 | |
Gain on bargain purchase | (363,676) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 846,304 | (1,389,871) |
Inventory | 4,260,344 | (1,438,887) |
Prepaid expenses and other current assets | (5,617,481) | (65,929) |
Other assets | 17,182 | (55,075) |
Accounts Payable | 1,461,820 | 3,552,848 |
Accrued liabilities | 6,655,391 | 822,869 |
Deferred Revenue | (87,487) | 469,376 |
Operating lease liability | (745,371) | |
Net cash provided by (used in) operating activities | (13,058,837) | 3,494,771 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,034,777) | (2,708,446) |
Cash acquired from acquisitions, net | 885,674 | |
Cash payments on equity method investee stock subscription | (520,000) | (2,084,391) |
Net cash used in investing activities | (1,554,777) | (3,907,163) |
Cash flows from financing activities: | ||
Cash proceeds from stock subscriptions | 1,025,000 | |
Proceeds from issuance of common stock | 480,000 | |
Proceeds from issuance of promissory note | 13,205,985 | 400,000 |
Principal payments on finance leases | (359,387) | (655,203) |
Exercises of warrants for cash | 50,000 | |
Exercises of stock options for cash | 4,700 | |
Net cash provided by financing activities | 13,326,598 | 824,497 |
Net increase (decrease) in cash and cash equivalents | (1,287,016) | 412,105 |
Cash and cash equivalents at the beginning of the period | 1,618,244 | 1,206,139 |
Cash and cash equivalents at the end of the period | 331,228 | 1,618,244 |
Common stock issued for acquisitions | 24,477,511 | |
Warrants issued for intellectual property | 13,860,000 | |
Revaluation of warrants issued for licenses | (4,449,213) | |
Reduction in number of equity method investee units subscribed | 2,950,000 | |
Deferred tax liabilities assumed in asset acquisitions | 11,513,334 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,903,222 | |
Issuance of common stock to settle subscription payable | 2,430,000 | |
Extinguishment of debt and accrued interest with common stock | 9,451,918 | |
Capital expenditures in accounts payable | 94,099 | 539,214 |
Accounts payable converted into notes payable | 705,234 | |
Amount due from related party applied to subscription payable | 184,443 | |
Finance lease payments in accounts payable | $ 145,550 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Paid in Capital [Member] | Subscription Receivable [Member] | Non-controlling Interests | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2018 | $ 247,624 | $ 108,049,300 | $ (1,025,000) | $ (120,152) | $ (25,813,957) | $ 81,337,815 |
Balance, shares at Jun. 30, 2018 | 247,624,069 | |||||
Common stock issued for acquisition of InceptionDX, LLC | $ 15,500 | 14,244,500 | 14,260,000 | |||
Common stock issued for acquisition of InceptionDX, LLC, shares | 15,500,000 | |||||
Common stock issued for acquisition of Regenerative Medical Technologies, Inc. | $ 10,000 | 9,190,000 | 9,200,000 | |||
Common stock issued for acquisition of Regenerative Medical Technologies, Inc., shares | 10,000,000 | |||||
Common stock issued for acquisition of Taueret Laboratories, LLC | $ 553 | 1,016,958 | 1,017,511 | |||
Common stock issued for acquisition of Taueret Laboratories, LLC, shares | 552,995 | |||||
Warrants issued for trade secrets | 13,860,000 | 13,860,000 | ||||
Share-based compensation | 11,611,446 | 11,611,446 | ||||
Cashless exercise of warrants | $ 1,130 | (1,130) | ||||
Cashless exercise of warrants, shares | 1,129,891 | |||||
Common stock issued for services | $ 50 | 43,450 | 43,500 | |||
Common stock issued for services, shares | 50,000 | |||||
Cash received from common stock subscriptions | 1,025,000 | 1,025,000 | ||||
Amendment of warrants issued for license agreement | (4,449,211) | (4,449,213) | ||||
Common stock cancelled | $ (1,200) | 1,200 | ||||
Common stock cancelled, shares | (1,200,000) | |||||
Exercise of warrants for cash | $ 100 | 49,900 | 50,000 | |||
Exercise of warrants for cash, shares | 100,000 | |||||
Exercise of stock options | $ 5 | 4,695 | $ 4,700 | |||
Exercise of stock options, shares | 5,000 | 5,000 | ||||
Adoption of ASU 2018-07 | (16,278) | 16,278 | ||||
Net loss | (119,128) | (15,305,170) | (15,424,298) | |||
Balance at Jun. 30, 2019 | $ 273,762 | 153,604,830 | (239,280) | (41,102,849) | 112,536,463 | |
Balance, shares at Jun. 30, 2019 | 273,761,955 | |||||
Share-based compensation | 15,851,910 | 15,851,910 | ||||
Cashless exercise of warrants | $ 9,224 | (9,224) | ||||
Cashless exercise of warrants, shares | 9,223,605 | |||||
Issuance of common stock to settle subscription payable | $ 2,963 | 2,427,037 | 2,430,000 | |||
Issuance of common stock to settle subscription payable, shares | 2,963,415 | |||||
Issuance of common stock for cash | $ 500 | 479,500 | 480,000 | |||
Issuance of common stock for cash, shares | 500,000 | |||||
Common stock issued for services | $ 200 | 69,800 | 70,000 | |||
Common stock issued for services, shares | 200,000 | |||||
Extinguishment of debt with common stock | $ 12,948 | 9,438,970 | $ 9,451,918 | |||
Extinguishment of debt with common stock, shares | 12,947,833 | |||||
Exercise of stock options, shares | ||||||
Net loss | (127,743) | (85,769,266) | $ (85,897,009) | |||
Balance at Jun. 30, 2020 | $ 299,597 | $ 181,862,823 | $ (367,023) | $ (126,872,115) | $ 54,923,282 | |
Balance, shares at Jun. 30, 2020 | 299,596,808 |
BUSINESS DESCRIPTION AND SIGNIF
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1- BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES BUSINESS DESCRIPTION: Predictive Technology Group, Inc. together with its subsidiaries (collectively, "PTG" or the "Company") develops and commercializes discoveries and technologies involved in novel molecular diagnostic, therapeutic, and Human Cellular and Tissue-Based Products ("HCT/Ps"). The Company uses this information as the cornerstone in the development of new diagnostics that assess a person's risk of disease and develop pharmaceutical therapeutics and HCT/Ps for use by healthcare professionals to improve outcomes in their patients. The Company's corporate headquarters are located in Salt Lake City, Utah . SEGMENT INFORMATION Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (CODM) in making decisions regarding resource allocation and assessing performance. The Company operates in two reportable segments, which are differentiated by product. The HCT/P segment offers minimally manipulated tissue products intended for homologous use, prepared utilizing proprietary extraction methods that reduce the loss of important scaffolding, growth factors and cytokines. The Company's Diagnostics and Therapeutics segment uses data analytics for disease identification and subsequent therapeutic intervention through novel gene-based diagnostics, and companion therapeutics. Lastly, the "Unallocated Corporate" column in the table below represents those headquarters activities that do not qualify as operating segments and which are not allocated to operating segments in information provided to the CODM. We currently operate and sell our products exclusively in the United States. Segment information HCT/Ps Diagnostics & Therapeutics Unallocated Corporate Total Year ended June 30, 2020 Revenues $ 24,237,965 $ 203,459 $ - $ 24,441,424 Depreciation and amortization 3,569,459 6,905,712 326,264 10,801,435 Share based compensation 4,570,006 912,045 10,169,859 15,651,910 Segment operating loss (22,532,135) (22,765,287) (11,407,309) (56,704,731) Year ended June 30, 2019 Revenues $ 43,445,105 $ 48,484 $ - $ 43,493,589 Depreciation and amortization 3,202,171 5,697,112 250,901 9,150,184 Share based compensation 2,716,154 795,383 8,143,405 11,654,942 Segment operating loss (1,004,197) (10,169,962) (8,766,237) (19,940,396) -58- Year ended June 30, 2020 2019 Total operating loss for reportable segments $ (45,297,422) $ (11,174,159) Unallocated amounts: Unallocated Corporate (11,407,309) (8,766,237) Loss on equity method investment (39,256,336) (1,164,903) Interest expense (596,091) (17,504) Other expense (1,318) (22,584) Bargain purchase gain - 363,676 Loss before income taxes $ (96,558,476) $ (20,781,711) HCT/Ps Diagnostics & Therapeutics Unallocated Corporate Total Year ended June 30, 2020 Intangible assets, net 7,719,676 49,217,523 - 56,937,199 Equity method investments - 12,731,383 - 12,731,383 Total assets 11,980,175 70,394,152 1,468,088 83,842,415 Year ended June 30, 2019 Intangible assets, net 5,282,625 70,604,897 - 75,887,522 Equity method investments - 51,717,719 - 51,717,719 Total assets 21,052,083 120,665,445 1,860,657 143,578,185 -59- BASIS OF PRESENTATION: The accompanying consolidated financial statements have been prepared by Predictive Technology Group, Inc. in accordance with U.S. generally accepted accounting principles ("GAAP") for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Fiscal Year End The Company operates on a fiscal year basis with the fiscal year ending on June 30. Cash Equivalents The Company considers all highly-liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company places its temporary cash investments with high-quality financial institutions. Going Concern The accompanying financial statements have been prepared under the assumption that the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from any inability of the Company to continue as a going concern. The Company incurred a net loss attributable to common stockholders of $85,769,266 and net cash outflows from operations of $13,058,837 for the year ended June 30, 2020. At June 30, 2020, the Company had $331,228 of cash and negative working capital of $13,132,688. The Company's historical and current use of cash in operations combined with limited liquidity resources raise substantial doubt regarding the Company's ability to continue as a going concern. Management may seek additional capital through debt financings, collaborative or other funding arrangements with partners, sale of assets, or through other sources of financing. Should the Company seek additional financing from outside sources, the Company may not be able to raise such financing on terms acceptable to the Company or at all to mitigate the substantial doubt that exists. If the Company is unable to raise additional capital when required or on acceptable terms, this could have a material adverse effect on liquidity. In such a case, the Company may be required to scale back or to discontinue the promotion of currently available products, scale back or discontinue the advancement of product candidates, reduce headcount, file for bankruptcy, reorganize, merge with another entity, or cease operations. Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are primarily comprised of amounts due from sales of the Company's HCT/P products that are recorded at the invoiced amount, and deposits in transit from credit card processors. The allowance for doubtful accounts is based on the Company's best estimate of the amount of probable losses in the Company's existing accounts receivable, which is based on historical write-off experience, customer creditworthiness, facts and circumstances specific to outstanding balances, and payment terms. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers and does not require collateral. Inventories Inventories consist primarily of laboratory supplies used in genetic testing performed by Predictive Laboratories, Inc. ("Predictive Labs") and HCT/Ps produced by Predictive Biotech, Inc. ("Predictive Biotech"). We value inventory at the lower of cost or net realizable value. We determine the cost of inventory using the standard cost method, which approximates actual cost based on a first-in, first-out method. All other costs, including administrative costs, are expensed as incurred. We analyze our inventory levels at least quarterly and write down inventory that has a cost basis in excess of its expected net realizable value, or that is considered in excess of normal operating levels, as determined by management. We also reserve for the quantity of quarantined (WIP) inventory that is not expected to pass quality control based on historical averages. The related costs are recognized as cost of goods sold in the consolidated statements of operations. Prepaid Expenses Amounts paid in advance for expenses are accounted for as prepaid expenses and classified as current assets if such amounts are to be recognized as expense within one year from the balance sheet date. Property, Plant and Equipment Lab equipment, furniture and computer equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the lesser of estimated useful lives of the related assets or the underlying lease term. Lab equipment items have depreciable lives of 5 years, furniture items have depreciable lives of 5 to 7 years, and computer equipment items have depreciable lives of 3 years. Repair and maintenance costs are charged to expense as incurred. Amortization of assets recorded under finance leases is included in depreciation expense. The Company reviews property and equipment for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. Leases We have entered into operating and finance lease agreements primarily for office and laboratory facilities and laboratory equipment located in Salt Lake City, Utah with lease periods expiring between 2021 and 2023. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet beginning July 1, 2019. Finance lease assets are included in property and equipment, net. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component, which increases the amount of our lease assets and liabilities. Intangible Assets and Other Long-Lived Assets Intangible and other long-lived assets are comprised of acquired patents, licenses, trade secrets and other intellectual property. Acquired intangible assets are recorded at fair value and amortized over the shorter of the contractual life or the estimated useful life. The Company reviews definite-lived intangible assets for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. As of June 30, 2020, the Company had identified indicators of impairment for certain of its long-lived assets for certain of its long-lived assets and performed an impairment test related to those long-lived assets. An impairment charge of $10,041,556 was recorded related to assets acquired with Regenerative Medical Technologies, Inc. (see Note 5). There were no impairments for the year ended June 30, 2019. Additional delays in the commercial launch of the Company's diagnostic products such as those that may result from a prolongation of the COVID-19 pandemic would adversely affect our business and potentially lead to additional impairment charges in the future. Certain of the Company's patents are currently subject to litigation (see Note 13) to determine whether the seller of the patents had faithfully represented the nature of their ownership of patents that were sold to the Company. The seller of the patents represented that all rights, title, and interest to the patents was transferred to the Company as part of the sale. However, the Company and its patent counsel have identified information in the US Patent and Trademark Office's (USPTO's) registry that calls into question whether the seller of the patents had all rights, title, and interest in the patents when they were sold to the Company. The Company raised these concerns with the seller of the patents but was unable to secure clear and satisfactory proof on a voluntary basis. These patents have a carrying value of $6,085,785 on our consolidated balance sheet as of June 30, 2020. While there is some question as to whether the Company has full title to these patents, we believe that we have at least partial ownership and can develop products based on the patents. Goodwill We test goodwill for impairment on an annual basis and in the interim by reporting unit if events and circumstances indicate that goodwill may be impaired. The events and circumstances that are considered include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is evaluated on a qualitative basis to determine if using a two-step process is necessary. If the qualitative assessment suggests that impairment is more likely than not, a two-step impairment analysis is performed. The first step involves comparison of the fair value of a reporting unit with its carrying amount. The valuation of a reporting unit requires judgment in estimating future cash flows, discount rates and other factors. In making these judgments, we evaluate the financial health of our business, including such factors as industry performance, market saturation and opportunity, changes in technology and operating cash flows. Changes in our forecasts or decreases in the value of our common stock could cause book value of reporting units to exceed their fair values. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves a comparison of the fair value and the carrying amount of the goodwill of that reporting unit. If the carrying amount of the goodwill of the reporting unit exceeds the fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess of carrying value over fair value. If an event occurs that would cause a revision to the estimates and assumptions used in analyzing the value of the goodwill, the revision could result in a non-cash impairment charge that could have a material impact on the financial results. We have recorded goodwill of $5,254,451 from the acquisition of Predictive Biotech, Inc. (formerly Renovo Biotech, Inc.) that was completed on March 28, 2016. All goodwill is included in the HCT/P segment. We measured the fair value of Predictive Biotech utilizing the discounted cash flow method under the income approach. The income approach considered management's business plans and projections as the basis for expected cash flows for the next five years and a 3% long-term growth rate. We also used a weighted average discount rate of 20%. Other significant estimates used in the analysis include the profitability and working capital requirements of the reporting unit. We noted the fair value of the Predictive Biotech reporting unit exceeded its carrying value, as the carrying value of the reporting unit was negative on the date of the impairment test. The fair value also exceeded the carrying value of the total assets of the reporting unit. There were no impairments to goodwill during the years ended June 30, 2020 or 2019. Equity Method Investment We apply the equity method of accounting for investments in which we have significant influence but not a controlling interest. The Company reviews equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable in accordance with generally accepted accounting principles. This determination requires significant judgment. In making this judgment, the Company considers available quantitative and qualitative evidence in evaluating potential impairment of these investments. If it is determined that an indicator of impairment exists, the Company assesses whether the carrying value exceeds the fair value of the asset. If the carrying value of the investment exceeds its fair value, the Company will evaluate, among other factors, general market conditions, the duration and extent to which the carrying value is greater than the fair value, and the Company's intent and ability to hold, or plans to sell, the investment. The Company also considers specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge will be recorded and a new carrying basis in the investment will be established. The Company recorded impairment charges totaling $37,907,283 related to our equity method investment in Juneau Biosciences, LLC for the year ended June 30, 2020 (see Note 6). There were no impairments for the year ended June 30, 2019. Paycheck Protection Program Loan On May 6, 2020, Company received loan proceeds of $1,665,985 under the Paycheck Protection Program ("PPP") under a promissory note from a commercial bank (the "PPP Loan"). The PPP, established as part of the CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. As amended, the CARES act provides that the loans and accrued interest are forgivable after twenty-four weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The PPP Loan is included in notes payable in the consolidated balance sheets. Should all or part of the PPP Loan be forgiven, the amount forgiven will be derecognized through other income in the period when forgiveness is granted by the governing authority. Revenue Recognition We derive our revenue primarily from sales of HCT/P products to clinicians. The majority of our contracts with customers have a single performance obligation, and all of our contracts with customers have a duration of less than one year. Revenue is recognized when control of the product passes to the customer, typically upon confirmation of delivery of the product to the customer. As our products must remain frozen during transit, we typically ship our products overnight. Revenue is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. Generally, we require authorization from a credit card or verification of receipt of payment before we ship products to customers. From time to time we grant credit to our customers with normal credit terms (typically 30 days). We do not recognize assets associated with costs to obtain or fulfill a contract with a customer, as the amortization period for any such costs if capitalized would be one year or less. As such, customer orders are recorded as deferred revenue prior to delivery of products or services ordered. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the product, and fees charged to customers are included in net revenue upon completion of our performance obligation. Shipping and handling expenses are included in cost of sales. We present revenue net of sales taxes, discounts, and expected returns. Deferred Revenue We recognize a contract liability when customer payment precedes the completion of our performance obligations. The following table provides information about deferred revenue from contracts with customers, including significant changes in deferred revenue balances during the period (in thousands). Year ended June 30, 2020 2019 Deferred revenue beginning balance $ 469,376 $ - Increase due to deferral of revenue at period end 381,889 469,376 Decrease due to beginning contract liabilities recognized as revenue (469,376) - Deferred revenue ending balance 381,889 469,376 Research and Product Development Costs The Company expenses research and product development costs as incurred. Product Liability and Warranty Costs The Company maintains product liability insurance and has not experienced any related claims from its product offerings. The Company also offers a warranty to customers providing that its products will be delivered free of any material defects. There have been no material costs incurred since inception based on estimated return rates. The Company reviews the adequacy of its accrual on a quarterly basis. Income Taxes Deferred tax assets and liabilities are recorded to reflect the future tax consequences attributable to the effects of differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax purposes. Deferred taxes are calculated by applying enacted statutory tax rates and tax laws to future years in which temporary differences are expected to reverse. The impact on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. Interest and penalties are included in benefit from income taxes on the consolidated statement of comprehensive loss, if applicable. Deferred income tax assets are reduced by valuation allowances when necessary. Assessing whether deferred tax assets are realizable requires significant judgment. We consider all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent we believe it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against our deferred tax assets, which increase income tax expense in the period when such a determination is made. Basic and Diluted Net Loss per Share Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. Because the Company has reported a net loss attributable to common stockholders for all periods presented, diluted net loss per common share is the same as basic net loss per common share for these periods. Other Comprehensive Loss Comprehensive loss is comprised of net loss and is equal to net loss for the years ended June 30, 2020 and 2019. Measurement of Fair Value The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. During the years ended June 30, 2020 and 2019, we did not have any remeasurements of non-financial assets measured at fair value on a non-recurring basis subsequent to their initial recognition, other than the impairment of our equity method investment in Juneau Biosciences, LLC described in Note 6. Concentrations The Company sells its HCT/P products through its sales force and through a network of distributors. For the years ended June 30, 2020 and 2019, the following distributors' sales to end customers comprised more than 10% of total sales: For the year ended Distributor June 30, 2020 June 30, 2019 Distributor A 34.5% 16.1% Distributor B * 11.0% * Provided less than 10% for the period There were no end customers comprising more than 10% of sales. The Company obtains birthing tissue raw materials for its HCT/P products from several third-party suppliers. The following suppliers provided more than 10% of birthing tissues processed by our HCT/P segment: For the year ended Distributor June 30, 2020 June 30, 2019 Supplier A 26.1% 37.1% Supplier B 31.2% 33.7% Supplier C * 12.4% Supplier D 10.0% * * Provided less than 10% for the period The Company's molecular diagnostic tests are performed on gene sequencing instruments that require reagents proprietary to the manufacturer of the instrument. Generally, the manufacturer is the sole source of key reagents for a given instrument. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets, and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, "Financial Instruments Credit Losses (Topic 326)" which introduces new guidance for the accounting for credit losses on instruments within its scope. The new guidance, as amended by subsequent ASUs, introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. For trade receivables, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. For public business entities that meet the definition of a U.S. Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this update on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently assessing the impact of ASU 2019-12 on its consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for us on July 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We used the effective date as our date of initial application. Consequently, financial information was not updated, and the disclosures required under the new standard were not provided for dates and periods before July 1, 2019. The new standard provides a number of optional practical expedients in transition. We elected the package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We elected all of the new standard's available transition practical expedients that are applicable. The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases, other than for leases of real estate. We recognized a right of use asset for operating leases existing on the transition date of $580,574. In January 2017, FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairme |
BUSINESS COMBINATIONS AND EQUIT
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS | 12 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS | NOTE 2 BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS Inception DX, LLC On August 22, 2018, the Company completed an asset acquisition pursuant to an agreement captioned "Securities Purchase Agreement" with the members of Inception DX, LLC ("Inception"), a Utah limited liability company. Under the terms of the agreement, the Company acquired Inception for 15,500,000 shares of common stock. Inception owns laboratory equipment, partial interest in database records for over 31,900,000 individuals for use in genetics research, 400,000 units in Juneau Biosciences, LLC, initial CLIA registration, CLIA lab protocols, and other assets. A shareholder and member of the Board of Managers of Juneau Biosciences, LLC, our equity method investee, was also a minority investor in Inception prior to the acquisition. The stock issued was for cash, laboratory equipment, membership units in Juneau Biosciences, LLC ("Juneau units"), and trade secrets related to the DNA database and protocols related to a future use as a CLIA laboratory. The Juneau units were valued based on the value assigned when the Company entered into a subscription to purchase units of Juneau ($1.10 per unit). The equipment will be depreciated over 5 years. The proprietary data, DNA library, protocols, research, and methods are classified as trade secrets in our industry. The Company will amortize the trade secrets over an estimated useful life of 15 years. The stock price on August 22, 2018 was $0.92 per share, indicating a purchase price of $14,260,000 requiring allocation: Assets: Amount Cash $ 799,980 Lab equipment 1,177,750 Investment in non-controlling interest 440,000 Trade secrets 11,842,270 Total purchase price $ 14,260,000 Taueret Laboratories, LLC Asset Purchase On August 22, 2018, the Company entered into an agreement captioned "Asset Purchase Agreement" (the "Purchase Agreement") with Taueret Laboratories, LLC ("Taueret"), and its members. Under the terms of the Purchase Agreement, the Company issued warrants exercisable for 16,500,000 shares of the Company's common stock. The warrants were exercisable at fair market value of the Company's common stock on the closing date. In consideration for the warrants, the Company acquired (i) approximately 1,000 degenerative disc disease related DNA samples, related family records, relevant clinical records (including approximately 600 affected probands) and 800 ancestry matched control samples, (ii) whole exome sequencing data on approximately 300 degenerative disc disease samples, over 800 local controls, and published reference populations, together with initial analysis of the markers, (iii) project plan, study paperwork, promotional study and materials used in the research study, (iv) exclusive use of a DNA biobank that has a collection of over 300,000 samples for multiple diseases that the Company may target, (v) the remaining interest in database records for over 31,900,000 individuals for use in genetics research, and (vi) other assets. A shareholder and member of the Board of Managers of Juneau Biosciences, LLC, our equity method investee, was a controlling shareholder of Taueret. The warrants issued are for proprietary data and methods that are otherwise a trade secret in our industry. Therefore, the Company determined to classify the assets purchased as trade secrets with a 15-year life. The Company used a Black Scholes calculation to determine valuation of the warrants of $13,860,000. As the purchase of the trade secrets with common stock warrants resulted in a difference between book and tax basis in the trade secrets, the carrying amount of the trade secrets was increased to $18,480,000 to reflect the deferred tax liability of $4,620,000 assumed in the transaction. The fair value of the warrants was determined using the following inputs to the Black Scholes model: Risk-free interest rate 2.7% Expected dividend yield 0% Expected life (in years) 5.0 Expected volatility 150% Expected volatility was calculated from the historical volatility of the Company's common stock. Regenerative Medical Technologies, Inc. On December 19, 2018, the Company completed an asset acquisition via a merger with the stockholders of Regenerative Medical Technologies, Inc. ("RMT"), a Utah corporation. The Company acquired RMT for 10,000,000 shares of common stock. RMT holds various assets including (i) models, methods and protocols for collection of birthing tissue and DNA samples, (ii) patient registry models, methods and protocols to collect clinical outcomes and electronic medical records, and (iii) designs and methodologies relating to many initiatives that are complementary to anticipated product offerings and ongoing research, and (iv) other assets. The fair value of consideration paid was determined based on our stock price of $0.92 on the date of acquisition. In addition, the Company recognized a deferred tax liability of $3,066,667 related to the differences between book and tax basis arising from the acquisition, resulting in a total purchase price of $12,266,667. The Company determined that the assets acquired qualify for treatment as trade secrets within industry. The trade secrets will be amortized over an estimated useful life of 10 years. Taueret Laboratories, LLC Acquisition On March 22, 2019, the Company completed the acquisition of Taueret Laboratories, LLC ("Taueret") pursuant to the Securities Purchase Agreement (as amended, the "Purchase Agreement"), dated January 1, 2019. Pursuant to the terms of the Purchase Agreement, the Company acquired all of the outstanding units of Taueret. The Company and its affiliates plan to use Taueret's CLIA-certified laboratory to perform diagnostic testing services. A shareholder and member of the Board of Managers of Juneau Biosciences, LLC, our equity method investee, was a controlling shareholder of Taueret prior to the acquisition. The Purchase Agreement also specifies that the Company may, at its sole discretion, put certain patents related to the diagnosis and treatment of Preeclampsia (the "Preeclampsia IP") back to the members of Taueret at any time prior to December 31, 2020 (the "Preeclampsia Option"). On December 31, 2020, an additional payment of $8,547,000 in cash will become due if the Company has not exercised the Preeclampsia Option. After considering the relevant accounting guidance, we determined that the Preeclampsia Option was not part of the business combination with Taueret, because the Preeclampsia Option was included in the Purchase Agreement primarily to benefit the acquirer. The Company acquired Taueret and the Preeclampsia Option for total consideration of $931,817, net of cash acquired of $85,964. The consideration was paid as 552,995 shares of the Company's common stock. The common stock was valued at the closing price on the date of the closing of the merger, adjusted for a 20% discount for lack of marketability related to a contractually stipulated lockup provision with a period of one year. The consideration was allocated between the business combination and the Preeclampsia Option on a relative fair value basis with $917,511 allocated to the business combination and $100,000 Total consideration transferred was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. Assets: Fair Value Current assets $ 663,262 Laboratory equipment 190,397 Software 239,000 Intangible Assets 311,000 Total assets acquired 1,403,659 Liabilities: Accrued liabilities (68,181) Capital lease obligation (54,291) Total liabilities assumed (122,472) Bargain purchase gain (363,676) Total fair value of purchase price $ 917,511 Consideration allocated to Preeclampsia Option 100,000 Total consideration $ 1,017,511 Less: Cash acquired (85,694) Total consideration transferred $ 931,817 Identifiable intangible assets The Company acquired intangible assets that consisted of an internally developed laboratory information management system which had an estimated fair value of $239,000, CLIA regulatory licenses with a fair value of $295,000, and customer relationships with a fair value of $16,000. The fair value of the software was determined using the replacement cost method. The fair value of the CLIA licenses were estimated using the excess earnings method. The estimated net cash flows were discounted using a discount rate of 22%, which is based on the estimated internal rate of return for the acquisition and represents the rate that market participants might use to value the intangible assets. The projected cash flows were based on key assumptions such as estimates of revenues and operating profits. The Company will amortize the intangible assets on a straight-line basis over their estimated useful lives of 15 years for the CLIA license and 5 years for the software and customer relationships. This amortization is deductible for income tax purposes. Bargain purchase gain Any excess of fair value of acquired net assets over the purchase price (negative goodwill) has been recognized as a gain in the period the acquisition was completed. We have reassessed whether all acquired assets and assumed liabilities have been identified and recognized and performed remeasurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The remaining excess has been recognized as a gain in other income and expense in the consolidated statement of operations. The bargain purchase gain partly resulted from the allocation of the total consideration between the business combination and the Preeclampsia Option. We also believe we were able to negotiate a bargain price due to the desire of the sellers to induce the Company to purchase the Preeclampsia Option contemporaneously with the business combination. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 INVENTORIES As of As of June 30, June 30, 2020 2019 Finished goods $ 806,599 $ 918,199 Work-in-process 519,996 4,485,349 Raw materials and supplies 188,246 371,637 Total inventory on hand $ 1,514,841 $ 5,775,185 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 4 PROPERTY, PLANT AND EQUIPMENT, NET As of As of June 30, June 30, 2020 2019 Computer equipment $ 759,192 $ 530,815 Furniture 230,747 224,324 Lab equipment 2,215,409 2,469,652 Software 1,006,215 923,369 Leasehold improvements 1,008,713 870,098 Other fixed assets in progress 91,195 69,886 Lab equipment subject to capital lease 2,774,907 2,774,907 Total property, plant, and equipment 8,086,378 7,863,051 Accumulated depreciation (2,022,744) (862,851) Accumulated depreciation leased assets (758,535) (25,759) Property, plant and equipment, net $ 5,305,099 $ 6,974,441 Depreciation expense for the years ended June 30, 2020 and 2019 was $1,892,668 |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL & INTANGIBLE ASSETS | NOTE 5 GOODWILL & INTANGIBLE ASSETS Intangible assets primarily consist of amortizable purchased licenses, patents, and trade secrets. The following summarizes the amounts reported as intangible assets: Carrying Amount Accumulated Amortization Net Weighted Average Remaining Amortization Period (Years) At June 30, 2020: Licenses $ 21,337,981 $ (5,273,253) $ 16,064,728 8.0 Patents 9,750,000 (3,664,215) 6,085,785 8.0 Trade Secrets 46,634,380 (17,397,933) 29,236,447 7.9 Other 411,000 (115,212) 295,788 10.0 Goodwill 5,254,451 N/A 5,254,451 N/A Total intangible assets $ 83,387,812 $ (26,450,613) $ 56,937,199 8.0 Carrying Amount Accumulated Amortization Net Weighted Average Remaining Amortization Period (Years) At June 30, 2019: Licenses $ 21,337,981 $ (3,275,666) $ 18,062,315 9.0 Patents 9,750,000 (2,899,510) 6,850,490 9.0 Trade Secrets 56,675,936 (11,339,601) 45,336,335 8.9 Other 411,000 (27,069) 383,931 11.0 Goodwill 5,254,451 N/A 5,254,451 N/A Total intangible assets $ 93,429,368 $ (17,541,846) $ 75,887,522 9.0 Estimated future amortization expense related to intangible assets consists of the following as of June 30, 2020: Year Ending June 30 Amount 2021 $ 7,332,946 2022 4,841,531 2023 4,841,531 2024 4,841,531 2025 4,841,531 Thereafter 24,983,679 Total amortization expense for the years ended June 30, 2020 and June 30, 2019, was $8,908,767 and $8,418,388, respectively. Amortization of intangible assets used in research and development for the years ended June 30, 2020 and 2019 of $3,240,941 and $2,429,926, respectively is included in depreciation and amortization on the consolidated statements of operations. Impairment of Trade Secrets As of June 30, 2020, the Company identified indicators of impairment related to the assets acquired with Regenerative Medical Technologies, Inc. (see Note 2). Specifically, development of the assets acquired has proceeded significantly more slowly than originally planned due to the departure of key personnel and related difficulties in obtaining patient consent required to use the acquired assets in the Company's research activities. The Company determined the fair value of the assets acquired to be $334,000 using the cost to recreate method, which resulted in an impairment charge of $10,041,556. This valuation approach uses inputs that qualify as Level 3 in the fair value hierarchy. The impairment charge is included in loss on impairment in the consolidated statement of operations. The impaired assets and the related impairment charge is included in the Diagnostics and Therapeutics segment. Endometriosis license On December 28, 2016, Predictive Therapeutics and Juneau amended and restated the license agreement dated July 9, 2015. The amended license fees associated with this agreement required minimum monthly payments of $100,000 through April 2017. Beginning in May 2017, minimum monthly payments of $120,000 were required through August 2017, and subsequent payments of $500,000 for the next four consecutive months. The term of the license is equal to the life of the licensed patents. In March of 2018, the Company's licenses with Juneau were amended to expand the scope of the licenses to include the entire field of endometriosis and pelvic pain in consideration for the issuance of 1,000,000 shares of the Company's common stock and warrants exercisable for 14,000,000 shares of common stock at $0.80 per share. An additional license fee of $2,000,000 is due and payable once the Company has received profits of $25,000,000 related to the intellectual property licensed under the agreement. Under the license, as amended, (i) upon the commercial sale of the rights to the ARTguide or a license thereof we are required to issue to Juneau common stock with a market value of $2,500,000, (ii) Juneau receives a royalty of 50% of net profits as defined in the license agreement, (iii) we must have minimum sales of $12.5 million in the twelve month period beginning nine months after commercial launch, (iv) during the second year following launch we must have minimum sales of $30 million, and (v) during the third year following launch and each year thereafter we must have minimum annual sales of $60 million. If we fail to meet these metrics the license is null and void unless Predictive (a) presents written plan to Juneau describing how Predictive will use reasonable commercial efforts to improve sales and (b) Predictive agrees to spend an amount equal to the difference between the projected minimum sales and actual sales on an enhanced sales and marketing effort over the next year. In December of 2018, the Company and Juneau agreed to renegotiate the price paid for the license. The warrants issued initially for this license agreement were cancelled, and a new round of warrants was issued with an increased exercise price of $0.90 per share, resulting in a decrease in the value assigned to the license agreement of approximately $4,449,211. The replacement of the warrants resulted in an additional deferred tax liability of $290,263, resulting in a net decrease in carrying value of the licenses of $4,158,948. There was an associated adjustment to amortization expense. The fair value of the replacement warrants was determined using the following inputs to the Black Scholes model: Risk-free interest rate 2.7% Expected dividend yield 0% Expected life (in years) 5.0 Expected volatility 150% Companion diagnostic license In addition to the license for the commercialization of assays and related services for the prognosis and monitoring of endometriosis in the infertility market, the Company entered into a license agreement with Juneau to use the assay as a companion diagnostic test in conjunction with endometriosis therapeutics that may be developed from intellectual property owned by the Company and Juneau. This license agreement was amended and restated on August 1, 2016. The agreement initially required a $250,000 license fee which was paid during 2013 and 2014. A subsequent milestone payment of 250,000 shares of Company stock was paid to Juneau on October 19, 2016. If FDA approval is granted on any companion diagnostic test, a final milestone payment of $250,000 is due The agreement requires a 2% royalty to be paid to Juneau on the sale of patented therapeutic products specifically covered by the agreement. The Company amortizes the licenses over the life of the underlying patents. Goodwill We have recorded goodwill of $5,254,451 from the acquisition of Predictive Biotech, Inc. (formerly Renovo Biotech, Inc.) that was completed on March 28, 2016. As part of our annual impairment test, we measured the fair value of Predictive Biotech utilizing the discounted cash flow method under the income approach. The income approach considered management's business plans and projections as the basis for expected cash flows for the next five years and a 3% long-term growth rate. We also used a weighted average discount rate of 20%. Other significant estimates used in the analysis include the profitability and working capital requirements of the reporting unit. We noted the fair value of the Predictive Biotech reporting unit exceeded its carrying value. The carrying value of the reporting unit was negative on the date of the impairment test. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 6 EQUITY METHOD INVESTMENT Juneau Biosciences, LLC The Company's investment in Juneau is accounted for under the equity method. The following table summarizes the investment: As of June 30, As of June 30, Carrying amount $ 12,731,383 $ 51,717,719 Ownership percentage 48.3% 48.4% In December 2017, the Company and Juneau reached verbal agreement on a stock subscription arrangement. The Company agreed to purchase 15,681,818 Class A Units of Juneau at a price of $1.10 per unit. In early 2018, the terms were finalized and memorialized in a subscription agreement executed by the Company and Juneau. Under the terms of the agreement (as amended), the subscription is to be paid in installments through September 30, 2021. The Company has the option to cancel the subscription. If this option is exercised, any units of Juneau issued to the Company but not paid will be cancelled. The agreement includes certain restrictions on the use of funds provided under the subscription agreement and grants the Company the right to appoint a minority of Juneau's Board of Managers. Should the Company elect not to fund the entire subscription, Juneau's obligations to the Company that are not related to the license agreements (see Note 5) will terminate. On September 25, 2019, the Company and Juneau executed an amendment to the subscription agreement. The amendment reduced the total number of Class A Units purchased to 13,000,000 and changed the schedule of payments due under the subscription agreement. In addition, a receivable due from Juneau in the amount of $184,443 was applied to the subscription payable balance. On February 10, 2020, the Company and Juneau Biosciences, LLC, its equity method investee, executed an amendment to the agreement captioned "Third Amended and Restated Subscription Agreement." Under the terms of the agreement, the Company issued common stock, par value $0.001, with a value of $2,430,000 (the "Equity Payment") based on the closing market price on the agreement date that was applied against the subscription payable. The amendment also changed the schedule of cash payments due under the subscription agreement to purchase units of Juneau. The schedule of payments as of June 30, 2020 under the amended agreement is as follows: Year Ending June 30 Amount 2021 5,150,000 2022 2,056,610 $ 7,206,610 The Company is currently in arrears on payment on the subscription. Should Juneau declare the Company in default and cancel the subscription, our unpaid unit of Juneau would be cancelled. Summarized financial information for the Company's equity method investee as of and for its fiscal year end is presented in the following table. Net Loss attributed to the Company is presented net of elimination of profits included in assets on the consolidated balance sheets arising from transactions between Juneau and the Company. Juneau Biosciences, LLC Year ended December 31, 2019 Year ended December 31, 2018 (Restated) License revenue (related party) $ - $ 15,241,067 Gross profit - 15,241,067 Income (Loss) from operations (1,941,698) 10,464,425 Net income (loss) (5,511,832) 9,172,623 Net loss attributable to Predictive Technology Group, Inc. (1,059,423) (1,200,238) Juneau's financial statements for the year ended December 31, 2018 were restated to correctly account for revenue from sale of the Juneau license to the Company (see Note 5). As this transaction was eliminated in the determination of Juneau's loss attributable to the Company, there was no impact on the Company's financial statements. Impairment The Company reviews its equity method investment on a quarterly basis to determine whether a triggering event has occurred that could necessitate an impairment test. During the three months ended December 31, 2019, the Company's stock price declined from $1.67 per share to $0.73 per share, which was determined to qualify as a triggering event for impairment tests of our reporting units, intangible assets, and equity method investments. In addition, there had been delays in the commercialization of product licensed from Juneau. At June 30, 2020, the COVID-19 pandemic caused impediments to clinical research which are expected to further delay the commercialization of our genetic testing products. These factors triggered a second impairment test as of June 30, 2020. For each of the impairment tests as of December 31, 2019 and June 30, 2020, we engaged a third-party valuation firm to assist us in determining whether the carrying value of our equity method investment had fallen below the carrying value. The valuations were performed using a combination of the cost approach, the income approach, and calibration of the fair values of the Company's operating segments and equity method investment to the Company's overall market capitalization. These valuation approaches use inputs that qualify as Level 3 in the fair value hierarchy. As a result of the valuation, it was determined that the fair value of our equity method investment had fallen to $35,329,167 at December 31, 2019, necessitating an impairment charge of $15,932,016 during the three months ended December 31, 2019. At June 30, 2020, it was determined that the fair value of our equity method investment had fallen to $12,731,383, necessitating a further impairment charge of $21,975,267. The total impairment charges of $37,907,283 are included in loss on equity method investment in the consolidated statement of operations for the year ended June 30, 2020. The impairments were determined to be other than temporary based on the magnitude of the decline in fair value. There were no impairments during the year ended June 30, 2019. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 7 ACCRUED LIABILITIES As of As of June 30, June 30, 2020 2019 Employee compensation and benefits $ 1,493,484 $ 816,451 Income tax payable 110,649 58,371 Customer deposit 5,000,000 - Other 1,442,681 982,949 Total accrued liabilities $ 8,046,814 $ 1,857,771 The customer deposit of $5,000,000 relates to a partial deposit received from the distributor of the Company's Assurance AB product. Under the terms of the agreement with the distributor, the purchase order may not be cancelled and product may only be returned if damaged in transit or subject to a recall order. In an effort to expeditiously satisfy the Company's obligations under the agreement with the distributor, the Company paid the full amount of the partial deposit to the Company's U.S. supplier. The deposit paid to the supplier is included in other current assets on the consolidated balance sheets. If the Assurance AB test does not receive Emergency Use Authorization from the FDA, the deposit paid to the Company's supplier may become impaired. We have received preliminary correspondence from the FDA regarding our EUA and are responding to their inquiries. The Company will fulfill the purchase order upon receipt of the remaining deposit amount due from the distributor under the distribution agreement. As of the date of the financial statements, no additional deposits have been made. The customer has requested a refund of the deposit. See further discussion in Note 13. |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8 DEBT Notes payable at June 30, 2020 and 2019 were as follows: As of As of June 30, June 30, 2020 2019 Promissory notes $ 3,305,234 $ 400,000 Revolving line of credit 200,000 - Paycheck Protection Program Loan 1,665,985 - Total notes payable $ 5,171,219 $ 400,000 Less: Current portion (705,234) - Total long-term notes payable $ 4,465,985 $ 400,000 Maturities of notes payable are as follows: Year Ending June 30 Amount 2021 705,234 2022 4,465,985 $ 5,171,219 Promissory notes As of June 30, 2020, unsecured promissory notes with a face value of $2,600,000 were outstanding. The notes bear 12% simple interest and mature from November 2021 to March 2022. On June 4, 2020, trade payables due to a vendor in the amount of $705,234 were converted into an unsecured note payable due on November 15, 2020. The note bears interest at 3% per annum, increasing to 5% if the note is not paid when otherwise due. Revolving line of credit In September 2019, the Company and an accredited investor entered into a Revolving Loan Agreement whereby the accredited investor agreed to lend the Company up to $3,000,000. Amounts drawn under the revolving loan will be charged interest at a rate of 12% and may be repaid at any time. All amounts outstanding under the revolving loan are due upon the expiration of the revolving loan facility on September 30, 2021. Paycheck Protection Program Loan On May 6, 2020, Company received loan proceeds of $1,665,985 under the Paycheck Protection Program ("PPP") under a promissory note from a commercial bank (the "PPP Loan"). The PPP, established as part of the CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. Some of the uncertainties related to the Company's operations that are directly related to COVID-19 include, but are not limited to, the severity of the virus, the duration of the outbreak, governmental, business or other actions (which could include limitations on operations or mandates to provide products or services), impacts on the supply chain, and the effect on customer demand or changes to operations. In addition, the health of the Company's workforce and its ability to meet staffing needs are uncertain and is vital to its operations. The PPP Loan certification further requires the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. While the Company does have availability under its Revolving Loan Agreement, the $2.8 million that is available is in place to support working capital needs, along with current cash on hand. Further, the Company has a lack of history of being able to access the capital markets. As a result, the Company believes it meets the certification requirements. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. The term of the Company's PPP Loan is two years. The annual interest rate on the PPP Loan is 1% and no payments of principal or interest are due during the six-month period beginning on the date of the PPP Loan. The PPP Loan is subject to any new guidance and new requirements released by the Department of the Treasury. Extinguishment On December 31, 2019, four accredited investors agreed to accept repayment in equity shares for promissory notes with a face value of $8,420,000 and $720,000 outstanding under of the Revolving Loan Agreement, as well as $311,918 in accrued interest thereon. The debt was extinguished in full by issuing 12,947,833 shares of the Company's common stock based on the closing market price on December 31, 2019 of $0.73 per share. Fair value The fair value of the Company's outstanding debt obligations as of June 30, 2020 was $4,618,000, which was determined based on a discounted cash flow model using an estimated market rate of interest of 14.5%, which is classified as Level 2 within the fair value hierarchy. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 INCOME TAXES Income tax expense (benefit) consists of the following: Year ended June 30, 2020 2019 Current: Federal $ - $ - State 52,382 58,499 Total Current 52,382 58,499 Deferred: Federal (19,833,466) (4,562,066) State (5,581,466) (853,846) Change in valuation allowance 14,701,083 - Total deferred (10,713,849) (5,415,912) Total income tax benefit $ (10,661,467) $ (5,357,413) The differences between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations were as follows: Year ended June 30, 2020 2019 Federal income tax benefit at the statutory rate (21% for the years ended June 30, 2020 and 2019, respectively) $ (20,277,280) $ (4,364,157) State income taxes, net of federal benefit (4,291,635) (591,094) Federal tax credits (75,871) (90,938) Share based compensation (1,019,947) (88,400) Bargain purchase gain - (76,372) Valuation allowance 14,701,083 - Other, net 302,183 (146,452) $ (10,661,467) $ (5,357,413) The significant components of the Company's deferred tax assets and liabilities were comprised of the following: Year ended June 30, 2020 2019 Deferred tax assets, net: Net operating loss carryforwards $ 12,870,042 $ 2,421,965 Stock compensation expense 5,776,721 4,846,769 Federal tax credits 306,515 90,938 Outside investments 4,072,324 - Other deferred tax assets 488,985 320,086 Less valuation allowance (14,701,083) - Total deferred tax assets 8,813,504 7,679,758 Deferred tax liabilities: Property, plant, and equipment (1,271,154) (1,451,262) Intangible assets (7,564,419) (11,935,159) Outside investments - (5,308,082) Other deferred tax liabilities (278,827) - Total deferred tax liabilities (9,114,400) (18,694,503) Net deferred tax liability $ (300,896) $ (11,014,745) At June 30, 2020, the Company had deferred tax assets associated with federal net operating loss carryforwards of $50,552,845 that do not expire and state net operating loss carryforwards of $35,944,124 that expire in 2029. |
WARRANTS & STOCKHOLDERS' EQUITY
WARRANTS & STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
WARRANTS & STOCKHOLDERS' EQUITY | NOTE 10 WARRANTS & STOCKHOLDERS' EQUITY The Company has issued various warrants exercisable for our common stock outside of the 2015 Stock Option Plan (see Note 12). The warrants were issued to raise capital, as compensation for acquisitions of intellectual property, and as compensation for services. On August 30, 2018, the Company entered into an agreement captioned "Consulting Agreement" with Avira Financial, LLC whereby Avira will be performing various business development, marketing, and consulting services for the Company. In consideration for these services, the Company granted warrants to Avira exercisable for 5,250,000 shares of the Company's common stock with a strike price of $0.92. Warrants to acquire 250,000 shares vested upon issuance and the remainder of the warrants vest in three equal annual installments, subject to accelerated vesting upon the occurrence of certain events. The warrants expire on the earlier of (i) the five year anniversary of the date of issuance or (ii) the date the Consulting Agreement is terminated. The consulting agreement was terminated in February 2020. On January 18, 2019, the Company entered into an agreement with a fertility clinic for services related to the development of our gene-based diagnostic tests. In consideration for these services, the company granted 900,000 warrants with a strike price of $1.01, 250,000 of which vested immediately. The remainder vest based on various performance milestones set forth in the agreement. On March 7, 2019, The Company entered into an agreement with a consultant for business development services. In consideration for these services, the Company granted warrants to the consultant exercisable for 3,500,000 shares of the Company's common stock with a strike price of $1.35. Warrants to acquire 1,000,000 shares vested upon issuance, and 750,000 warrants vest upon the Company's listing on a major stock exchange. The remaining 1,750,000 warrants vest in five equal quarterly tranches of 350,000 options starting on September 1, 2019. The warrants expire five years from the date of issuance. On June 15, 2020, the Company entered into an agreement with a consultant for services. The consultant is an accredited investor. In consideration for these services, the Company issued 200,000 shares of our common stock and 300,000 warrants to purchase our common stock at an exercise prices of $0.35. The warrants vest in eighteen equal monthly installments and expire five years from the date of issuance. The following is a summary of warrant activity from June 30, 2019 through June 30, 2020: Weighted Number of Weighted Average Average Remaining Aggregate Intrinsic Warrants Exercise Price Contractual Life Value Outstanding June 30, 2019 68,253,520 $ 0.78 3.6 $ 261,010,432 Granted 1,550,000 1.46 8.4 - Exercised (9,223,605) 0.50 2.2 - Forfeited/Cancelled (7,486,395) 0.82 2.8 - Outstanding June 30, 2020 53,093,520 $ 0.84 2.8 $ 21,000 Exercisable June 30, 2020 51,123,520 $ 0.83 2.8 $ - Net tax benefits from warrants issued for services that were exercised during the years ended June 30, 2020 and 2019 of $2,116,687 and $862,500 are included in benefit from income taxes on the consolidated statement of operations. The weighted average grant date fair value of warrants granted during the years ended June 30, 2020 and 2019 was $1.35 and $0.99, respectively. Following the adoption of ASU 2018-07, compensation expense for warrants issued in exchange for services are recognized in a manner consistent with employee options granted under the 2015 Stock Option Plan (see Note 12) and measured using the Black-Scholes option pricing model. Share based compensation expense related to warrants and shares issued outside of the 2015 Stock Option Plan for the years ended June 30, 2020 and 2019 was $4,040,283 and $4,643,861, respectively, recognized in the statement of operations as follows: Years Ended June 30, 2020 2019 General and administrative $ 1,947,431 $ 4,212,486 Research and development 2,092,853 431,375 Total share-based compensation expense $ 4,040,283 $ 4,643,861 Unrecognized compensation cost related to warrants issued for services was $509,189 and is expected to be recognized over a weighted average period of 0.51 years. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 12 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | NOTE 11 LOSS PER COMMON SHARE The computation of weighted average shares outstanding and the basic and diluted loss per common share for the following periods consisted of the following: Net Loss Attributable to Common Stockholders Weighted Average Common Shares Outstanding Per Share Amount Year ended June 30, 2020 Basic and diluted loss per share (85,769,266) 290,251,062 $ (0.30) Year ended June 30, 2019 Basic and diluted loss per share (15,305,170) 265,526,265 $ (0.06) Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows: As of June 30, 2020 2019 Warrants for common stock 53,093,520 68,253,520 Options issued pursuant to the 2015 Stock Option Plan 30,014,704 24,407,750 83,108,224 92,661,270 |
STOCK OPTION PLAN
STOCK OPTION PLAN | 12 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTION PLAN | NOTE 12 STOCK OPTION PLAN In 2015 a Stock Option Plan was adopted to advance the interests of the Company and its stockholders by helping the Company obtain and retain the services of employees, officers, consultants, independent contractors and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company. Eligible participants include employees, officers, certain consultants, or directors of the Company or its subsidiaries. The number of shares, terms, and vesting periods are determined by the Company's Board of Directors or a committee thereof on an award-by-award basis. Awards provided under the Plan generally vest in three equal annual installments. The maximum term of options issued under the plan is 10 years from the date of grant. The aggregate number of shares of Option Stock that may be issued pursuant to the exercise of Options granted under this Plan will not exceed fifteen percent (15%) of the total outstanding shares of the Company's common stock. The Company settles exercises of stock option awards by issuing new shares. Forfeitures are recognized as they occur. On March 20, 2020, the Company issued 5,000,000 options to a consultant in connection with the Company's Assurance AB COVID-19 antibody test. The first 1,000,000 options vested immediately, with the remaining options vesting in three equal annual tranches. The award is also subject to accelerated vesting based on the achievement of certain revenue milestones pertaining to Assurance AB, and the related expense will be recognized on an accelerated basis if and when the probability of achievement of the revenue milestones is assessed as being greater than 70%. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The assumptions used in the model were as follows: Years Ended June 30, 2020 2019 Riskfree interest rate 0.3-1.9% 2.1-2.9% Expected volatility 144.2-155.3% 144.6-158.0% Expected term (in years) 5.0-6.0 5.3-6.3 Expected dividend yield 0.0% 0.0% Risk-free interest rate. Expected dividend yield. Expected volatility. Expected term. A summary of option activity is as follows for the fiscal year ended June 30, 2020 and the fiscal year ended June 30, 2019: June 30, 2020 June 30, 2019 Number of shares Weighted average exercise price Number of shares Weighted average exercise price Options outstanding at beginning of period 24,407,750 $ 1.74 4,938,500 $ 0.78 Options granted 8,801,954 0.80 20,565,500 1.93 Less: Options exercised - (5,000) 0.94 Options canceled or expired (3,195,000) 1.79 (1,091,250) 0.95 Options outstanding at end of period 30,014,704 $ 1.47 24,407,750 $ 1.74 Options exercisable at end of period 12,430,624 $ 1.43 5,319,583 $ 1.21 The following table summarizes information about stock options outstanding at June 30, 2020: Options outstanding Options exercisable Number Weighted Number outstanding average Weighted exercisable Weighted Range of at remaining average at average exercise June 30, contractual exercise June 30, exercise Prices 2020 life (years) price 2020 price $0.44 1.00 12,148,404 8.1 $ 0.66 5,793,290 $ 0.71 1.01 - 2.06 1,982,800 9.2 1.54 274,500 1.43 2.07 3.30 15,883,500 8.8 2.08 6,362,834 2.08 30,014,704 8.5 $ 1.47 12,430,624 $ 1.43 As of June 30, 2020, the aggregate intrinsic value of outstanding options and exercisable options was zero. As of June 30, 2020, there was $20,603,994 of total unrecognized share-based compensation expense related to stock options issued under the 2015 Stock Option Plan that will be recognized over a weighted-average period of 2.00 years. For the years ended June 30, 2020 and 2019, the Company granted 8,801,954 and 20,565,500 stock options, respectively, at a weighted-average grant date fair value per option equal to $0.71 and $1.80, respectively. The Company recognizes expense for awards subject to graded vesting on a straight-line basis. Share-based compensation expense (reversal) for awards issued under the 2015 Stock Option Plan recognized and included in the consolidated statements of operations for the fiscal years ended June 30, 2020 and 2019 were as follows: Year ended June 30, 2020 2019 Cost of goods sold $ 989,256 $ 1,340,689 Selling and marketing 681,263 401,036 General and administrative 9,972,775 4,668,242 Research and development (31,667) 601,667 Loss on equity method investment 270,000 - Total share-based compensation expense $ 11,881,627 $ 7,011,634 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 COMMITMENTS AND CONTINGENCIES Licenses The Company has commitments under license agreements which are described in Note 5. Leases On October 10, 2019, substantially all of the Company's operating leases of office and laboratory space were amended to extend the expiration dates of the leases to September 30, 2021. The Company also leased an additional 6,711 square feet of office and storage space that commenced on November 1, 2019 and expires on September 30, 2021. In March 2019, the Company entered into finance leases of laboratory equipment. The validation process for the leased equipment was completed and payments commenced in October 2019. The leases expire in September 2023, at which time the Company has the option to purchase the leased equipment for one dollar. The table below presents the maturities of lease obligations under operating and finance leases: Year Ending June 30, Operating Finance Total 2021 979,071 748,361 1,727,432 2022 246,888 740,798 987,686 2023 - 167,719 167,719 2024 - - - 2025 - - - Total cash payments 1,225,959 1,656,878 2,882,837 Less: Imputed interest (68,108) (145,773) (213,881) Total lease liability $ 1,157,851 $ 1,511,105 $ 2,668,956 Lease information for the year ended June 30, 2020 is as follows: Year ended June 30, 2020 Lease cost Finance lease cost Amortization of right of use assets $ 732,775 Interest on lease liabilities 113,972 Operating lease cost 800,822 Short-term lease cost 92,608 Total lease cost $ 1,740,177 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 113,972 Operating cash flows from operating leases 806,333 Financing cash flows from finance leases 504,937 Weighted average remaining lease term - finance leases (Years) 2.11 Weighted average remaining lease term - operating leases (Years) 1.25 Weighted average discount rate - finance leases 8.06% Weighted average discount rate - operating leases 8.63% Lease expense under operating leases was $648,932 for the year ended June 30, 2019. Purchase commitments In March 2019, in connection with the lease of laboratory equipment described above, the Company agreed to purchase a fixed quantity of the consumables used by the equipment for a total of $1,386,710. The Company is obligated to pay for the consumables in twelve fixed monthly installments beginning in October 2019. At June 30, 2020, the Company had taken delivery of consumables worth $209,468 in excess of the installment amounts paid. The amount due for goods that have been delivered is included in accrued liabilities on the consolidated balance sheet. Remaining payments due under the purchase commitment total $693,355 during the year ending June 30, 2021. Legal proceedings On or about July 13, 2018, RTJ, LLC and two of its principals filed a lawsuit against Predictive Therapeutics LLC, Predictive Biotech, Inc., both subsidiaries of Predictive Technology Group, Inc., and Jack Turner, Jr., an employee of Predictive Biotech, Inc. The plaintiffs had acted in a distributor capacity. The relationship was terminated. Plaintiffs are alleging breach of contract, promissory estoppel, unjust enrichment, fraud, breach of fiduciary duty, defamation, false light, and tortious interference. Based on the information available to us, we do not believe any of the RTJ proceedings will have a material adverse effect on our business, results of operations, financial position, or liquidity. Further, we deny the allegations in the complaint, have not discovered any evidence of wrongdoing with respect to the allegations and will vigorously defend against these allegations. On or about May 1, 2019, Surgenex, LLC and one of its principals filed a lawsuit against Predictive Therapeutics LLC, Predictive Biotech, Inc., both subsidiaries of Predictive Technology Group, Inc., and Doug Schmid, an employee of Predictive Biotech, Inc. In 2014 Surgenex contracted with Utah Cord Bank, Inc., a former employer of Doug Schmid, to assist Surgenex in the doing work relating to allograft tissue. Schmid was later hired by Predictive Biotech, Inc. In connection with Schmid's employment with Predictive Biotech, Surgenex has filed a lawsuit alleging unjust enrichment, conspiracy, conversion, tortious interference with contractual and business relations, violations of trade secrets act, and other claims. Based on the information available to us, we do not believe the Surgenex proceedings will have a material adverse effect on our business, results of operations, financial position, or liquidity. Further, we deny the allegations in the complaint, have not discovered any evidence of wrongdoing with respect to the allegations and will vigorously defend against these allegations. On or about July 12, 2019, Predictive Technology Group, Inc. and Predictive Therapeutics, LLC, a subsidiary of Predictive Technology Group, Inc. filed a lawsuit against Michael Schramm (Schramm). Schramm entered into an agreement to sell us certain patents and patent applications in consideration for equity securities. Schramm represented that he owned all rights, title, and interest in and to the intellectual property. We were subsequently advised by our patent counsel that, while the patents are registered with the US Patent and Trademark Office in the Company's name, the Company may not have a full interest in the patents. An unrelated third-party law firm placed a lien on the patents due to non-payment of legal fees by a third-party entity to whom certain assets were sold by another third-party entity that originally owned the patents. The Company raised these concerns with Schramm, who did not provide satisfactory evidence confirming that the Company had sole title to the patents. We sued Schramm for breach of contract, conversion and on other legal theories and are seeking, among other things, rescission of the purchase and sale transaction. While there is some question as to whether the Company has full title to these patents, we believe that we have at least partial ownership and can develop products based on the said patents. Schramm filed a counterclaim against us and Bradley C. Robinson, our Chief Executive Officer and Transfer Online, Inc., our transfer agent. Schramm is alleging he did not make any false representations. He is alleging, among other things, that various parties involved in the transaction committed breach of contract, conversion, violations of Nevada state law for failure to transfer securities, breach of fiduciary duty, tortious interference, and civil conspiracy. Based on the information available to us, we do not believe the Schramm proceedings will have a material adverse effect on our business, results of operations, financial position, or liquidity. Further, we deny the allegations in the counterclaim, have not discovered any evidence of wrongdoing with respect to the allegations in the counterclaim and will vigorously prosecute our claims against Schramm. On or about March 18, 2020, Predictive Biotech, Inc. filed a lawsuit in the Utah District Court against Auxocell Laboratories, Inc. for breach of contract, product liability, breach of warranty, negligent misrepresentation and other claims relating to defects in laboratory equipment Auxocell sold to Predictive Biotech. Alleged damages include wasted umbilical cord tissue, lost inventory, costs associated with particulate testing, reputational injury, and related claims. There can be no assurance that we will be successful in pursuing these claims. Mackey Investment, LLLP ("Mackey") subscribed for and purchased 500,000 shares of Predictive common stock for $480,000 on or about January 29, 2020. Mackey was given all of the Company's SEC filings as part of his due diligence. Mackey, through counsel, sent a letter demanding rescission of his investment. He is alleging that Predictive failed to disclose material information in connection with its investment and has threatened a lawsuit for securities fraud. To date, no lawsuit has been filed. We deny the allegations in the demand letter and will vigorously defend against these allegations. On or about April 30, 2020, Equitas Bio/Pharma Solutions, LLC ("Equitas") filed a lawsuit against Predictive Technology Group in New York District Court alleging nonpayment of "at least $551,080" in amounts owing under Master Service Agreement and Project Work Orders as of the date of filing. The claims are for breach of contract, breach of covenant of good faith and fair dealing and fraud. The basis of the fraud claim alleges that Predictive "made specific statements to Equitas that it was able to and intend to perform its obligations under the agreements" and at "the time Predictive made these promises it had no intention of keeping them." We agree that amounts are owed under the agreements, but we deny all allegations in the complaint relating to breach of covenant of good faith and fraud. Amounts due as of June 30, 2020 are included in accounts payable in the consolidated balance sheets. In June 2020, Wellgistics, LLC, the distributor of the Company's Assurance AB product, requested that the partial deposit paid on their non-cancellable purchase order of $5 million (see Note 7) be returned. As the purchase order is contractually non-cancellable and the Company performed on the order in good faith by transmitting the deposit to the Company's supplier, the request to return the deposit was not honored. To date there has been no legal action taken by either party. As of June 30, 2020, we did not record a liability related to these matters (other than amounts recorded in accounts payable as described above) as it was determined that an unfavorable resolution is either not currently probable or that an amount or relevant range is not reasonably estimable, or both. However, litigation is inherently unpredictable and it is possible that losses may occur. Any unfavorable resolution of any of these matters could materially affect our consolidated financial position, cash flows, or results of operations. All legal costs associated with litigation are expensed as incurred. FDA Warning Letter We received a Warning Letter from the FDA on August 17, 2020 regarding the marketing of our allograft product, CoreCyte. The letter alleges inappropriate marketing of CoreCyte as a treatment for COVID-19 and challenges the eligibility of CoreCyte for regulation under section 361 of the Public Health Service Act. Products regulated solely under section 361 of the Public Health Service Act do not require premarket approval. The Company is currently working with the FDA to address the concerns raised in the Warning Letter to the FDA's satisfaction. While the Company believes that it has complied with all applicable regulations to date, certain potential findings or interpretations by the FDA with regard to the regulatory character of CoreCyte could have a material adverse effect on our business or financial condition. For example, the Company may be required to accelerate the filing of an Investigational New Drug (IND) application, cease sales and marketing of CoreCyte, or both. CoreCyte represented 71.5% of the Company's sales for the year ended June 30, 2020. COVID-19 On March 11, 2020, the World Health Organization declared the novel coronavirus ("COVID-19"), a respiratory illness first identified in Wuhan, China, a pandemic. The global spread of COVID-19 has created significant volatility, uncertainty, and economic disruption. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees, are taking additional steps to avoid or reduce infection, including limiting travel and working from home. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses and financial markets worldwide. The Company experienced operational and financial impacts from the COVID-19 pandemic beginning late in the third quarter of fiscal 2020, including the impact of stay-at-home mandates and related safety measures such as the delay of elective medical procedures, resulting in a decline in the volume of procedures using the Company's products. The Company has implemented cost cutting measures, including a headcount reduction in April 2020 in the HCT/P segment of approximately 50%. Severance costs related to the reduction in force were $127,504 and were fully paid as of June 30, 2020. The severity of the material impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers and suppliers, all of which are uncertain and cannot be predicted. The impact of COVID-19 on the Company's results of operations and cash flows has been material and is expected to continue to be material, at least in the short term. Given the dynamic nature of this situation, the Company is currently unable to accurately predict the impact of COVID-19 on its future operations and financial results or cash flows for the foreseeable future and whether the impact of COVID-19 could lead to potential impairments. Past due payments As of June 30, 2020, many of the Company's obligations were significantly past due. As a result, our creditors may have grounds to take adverse action against the Company, including but not limited to lawsuits and seizure of collateral. Any such actions taken by our creditors could have material adverse impact on our operations or financial condition. |
EMPLOYEE DEFERRED SAVINGS PLAN
EMPLOYEE DEFERRED SAVINGS PLAN | 12 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE DEFERRED SAVINGS PLAN | NOTE 14 EMPLOYEE DEFERRED SAVINGS PLAN The Company has a deferred savings plan which qualifies under Section 401(k) of the Internal Revenue Code. Substantially all of the Company's employees are covered by the plan. The Company makes matching contributions with the employer's contribution not to exceed 4% of the employee's compensation. Costs related to these plans were $255,924 and $105,348 for the years ended June 30, 2020 and 2019, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 SUBSEQUENT EVENTS Notes payable In July and August, the Company issued promissory notes to an accredited investor in the amount of $1,000,000. The notes bear interest at 15% per annum and mature on September 21, 2020. The notes are secured by the revenues arising from the Company's Assurance VR COVID-19 RT-PCR test. On September 25, 2020, the Company and the same accredited investor amended and restated the outstanding notes and increased the principal amount by $2,000,000 to a total of $3,000,000. The amended promissory note bears 15% simple interest. No payments on the amended promissory note are due until September 2021, at which time monthly payments equal to 1/36 th The Company entered into a Consulting Agreement with the accredited investor on the same date that the promissory notes were amended. The Company will provide various services in connection with the accredited investor's COVID-19 testing business, including technical consultation and sales lead generation. The Company may earn up to $1,000,000 in milestone payments and shall earn a commission of 5% of the accredited investor's sales generated from sales leads provided by the Company. Amounts earned under the Consulting Agreement shall first be applied to any balance outstanding under the amended promissory notes. The Company's total compensation under the Consulting Agreement is capped at $4,000,000. The agreement may be cancelled by the accredited investor without penalty. |
BUSINESS DESCRIPTION AND SIGN_2
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION | BUSINESS DESCRIPTION: Predictive Technology Group, Inc. together with its subsidiaries (collectively, "PTG" or the "Company") develops and commercializes discoveries and technologies involved in novel molecular diagnostic, therapeutic, and Human Cellular and Tissue-Based Products ("HCT/Ps"). The Company uses this information as the cornerstone in the development of new diagnostics that assess a person's risk of disease and develop pharmaceutical therapeutics and HCT/Ps for use by healthcare professionals to improve outcomes in their patients. The Company's corporate headquarters are located in Salt Lake City, Utah |
SEGMENT INFORMATION | SEGMENT INFORMATION Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (CODM) in making decisions regarding resource allocation and assessing performance. The Company operates in two reportable segments, which are differentiated by product. The HCT/P segment offers minimally manipulated tissue products intended for homologous use, prepared utilizing proprietary extraction methods that reduce the loss of important scaffolding, growth factors and cytokines. The Company's Diagnostics and Therapeutics segment uses data analytics for disease identification and subsequent therapeutic intervention through novel gene-based diagnostics, and companion therapeutics. Lastly, the "Unallocated Corporate" column in the table below represents those headquarters activities that do not qualify as operating segments and which are not allocated to operating segments in information provided to the CODM. We currently operate and sell our products exclusively in the United States. Segment information HCT/Ps Diagnostics & Therapeutics Unallocated Corporate Total Year ended June 30, 2020 Revenues $ 24,237,965 $ 203,459 $ - $ 24,441,424 Depreciation and amortization 3,569,459 6,905,712 326,264 10,801,435 Share based compensation 4,570,006 912,045 10,169,859 15,651,910 Segment operating loss (22,532,135) (22,765,287) (11,407,309) (56,704,731) Year ended June 30, 2019 Revenues $ 43,445,105 $ 48,484 $ - $ 43,493,589 Depreciation and amortization 3,202,171 5,697,112 250,901 9,150,184 Share based compensation 2,716,154 795,383 8,143,405 11,654,942 Segment operating loss (1,004,197) (10,169,962) (8,766,237) (19,940,396) -58- Year ended June 30, 2020 2019 Total operating loss for reportable segments $ (45,297,422) $ (11,174,159) Unallocated amounts: Unallocated Corporate (11,407,309) (8,766,237) Loss on equity method investment (39,256,336) (1,164,903) Interest expense (596,091) (17,504) Other expense (1,318) (22,584) Bargain purchase gain - 363,676 Loss before income taxes $ (96,558,476) $ (20,781,711) HCT/Ps Diagnostics & Therapeutics Unallocated Corporate Total Year ended June 30, 2020 Intangible assets, net 7,719,676 49,217,523 - 56,937,199 Equity method investments - 12,731,383 - 12,731,383 Total assets 11,980,175 70,394,152 1,468,088 83,842,415 Year ended June 30, 2019 Intangible assets, net 5,282,625 70,604,897 - 75,887,522 Equity method investments - 51,717,719 - 51,717,719 Total assets 21,052,083 120,665,445 1,860,657 143,578,185 |
BASIS OF PRESENTATION | BASIS OF PRESENTATION: The accompanying consolidated financial statements have been prepared by Predictive Technology Group, Inc. in accordance with U.S. generally accepted accounting principles ("GAAP") for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Fiscal Year End | Fiscal Year End The Company operates on a fiscal year basis with the fiscal year ending on June 30. |
Cash Equivalents | Cash Equivalents The Company considers all highly-liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company places its temporary cash investments with high-quality financial institutions. |
Going Concern | Going Concern The accompanying financial statements have been prepared under the assumption that the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from any inability of the Company to continue as a going concern. The Company incurred a net loss attributable to common stockholders of $85,769,266 and net cash outflows from operations of $13,058,837 for the year ended June 30, 2020. At June 30, 2020, the Company had $331,228 of cash and negative working capital of $13,132,688. The Company's historical and current use of cash in operations combined with limited liquidity resources raise substantial doubt regarding the Company's ability to continue as a going concern. Management may seek additional capital through debt financings, collaborative or other funding arrangements with partners, sale of assets, or through other sources of financing. Should the Company seek additional financing from outside sources, the Company may not be able to raise such financing on terms acceptable to the Company or at all to mitigate the substantial doubt that exists. If the Company is unable to raise additional capital when required or on acceptable terms, this could have a material adverse effect on liquidity. In such a case, the Company may be required to scale back or to discontinue the promotion of currently available products, scale back or discontinue the advancement of product candidates, reduce headcount, file for bankruptcy, reorganize, merge with another entity, or cease operations. |
Trade Accounts Receivable and Allowance for Doubtful Accounts | Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are primarily comprised of amounts due from sales of the Company's HCT/P products that are recorded at the invoiced amount, and deposits in transit from credit card processors. The allowance for doubtful accounts is based on the Company's best estimate of the amount of probable losses in the Company's existing accounts receivable, which is based on historical write-off experience, customer creditworthiness, facts and circumstances specific to outstanding balances, and payment terms. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers and does not require collateral. |
Inventories | Inventories Inventories consist primarily of laboratory supplies used in genetic testing performed by Predictive Laboratories, Inc. ("Predictive Labs") and HCT/Ps produced by Predictive Biotech, Inc. ("Predictive Biotech"). We value inventory at the lower of cost or net realizable value. We determine the cost of inventory using the standard cost method, which approximates actual cost based on a first-in, first-out method. All other costs, including administrative costs, are expensed as incurred. We analyze our inventory levels at least quarterly and write down inventory that has a cost basis in excess of its expected net realizable value, or that is considered in excess of normal operating levels, as determined by management. We also reserve for the quantity of quarantined (WIP) inventory that is not expected to pass quality control based on historical averages. The related costs are recognized as cost of goods sold in the consolidated statements of operations. |
Prepaid Expenses | Prepaid Expenses Amounts paid in advance for expenses are accounted for as prepaid expenses and classified as current assets if such amounts are to be recognized as expense within one year from the balance sheet date. |
Property, Plant and Equipment | Property, Plant and Equipment Lab equipment, furniture and computer equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the lesser of estimated useful lives of the related assets or the underlying lease term. Lab equipment items have depreciable lives of 5 years, furniture items have depreciable lives of 5 to 7 years, and computer equipment items have depreciable lives of 3 years. Repair and maintenance costs are charged to expense as incurred. Amortization of assets recorded under finance leases is included in depreciation expense. The Company reviews property and equipment for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. |
Leases | Leases We have entered into operating and finance lease agreements primarily for office and laboratory facilities and laboratory equipment located in Salt Lake City, Utah with lease periods expiring between 2021 and 2023. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet beginning July 1, 2019. Finance lease assets are included in property and equipment, net. Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component, which increases the amount of our lease assets and liabilities. |
Intangible Assets and Other Long-Lived Assets | Intangible Assets and Other Long-Lived Assets Intangible and other long-lived assets are comprised of acquired patents, licenses, trade secrets and other intellectual property. Acquired intangible assets are recorded at fair value and amortized over the shorter of the contractual life or the estimated useful life. The Company reviews definite-lived intangible assets for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. As of June 30, 2020, the Company had identified indicators of impairment for certain of its long-lived assets for certain of its long-lived assets and performed an impairment test related to those long-lived assets. An impairment charge of $10,041,556 was recorded related to assets acquired with Regenerative Medical Technologies, Inc. (see Note 5). There were no impairments for the year ended June 30, 2019. Additional delays in the commercial launch of the Company's diagnostic products such as those that may result from a prolongation of the COVID-19 pandemic would adversely affect our business and potentially lead to additional impairment charges in the future. Certain of the Company's patents are currently subject to litigation (see Note 13) to determine whether the seller of the patents had faithfully represented the nature of their ownership of patents that were sold to the Company. The seller of the patents represented that all rights, title, and interest to the patents was transferred to the Company as part of the sale. However, the Company and its patent counsel have identified information in the US Patent and Trademark Office's (USPTO's) registry that calls into question whether the seller of the patents had all rights, title, and interest in the patents when they were sold to the Company. The Company raised these concerns with the seller of the patents but was unable to secure clear and satisfactory proof on a voluntary basis. These patents have a carrying value of $6,085,785 on our consolidated balance sheet as of June 30, 2020. While there is some question as to whether the Company has full title to these patents, we believe that we have at least partial ownership and can develop products based on the patents. |
Goodwill | Goodwill We test goodwill for impairment on an annual basis and in the interim by reporting unit if events and circumstances indicate that goodwill may be impaired. The events and circumstances that are considered include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is evaluated on a qualitative basis to determine if using a two-step process is necessary. If the qualitative assessment suggests that impairment is more likely than not, a two-step impairment analysis is performed. The first step involves comparison of the fair value of a reporting unit with its carrying amount. The valuation of a reporting unit requires judgment in estimating future cash flows, discount rates and other factors. In making these judgments, we evaluate the financial health of our business, including such factors as industry performance, market saturation and opportunity, changes in technology and operating cash flows. Changes in our forecasts or decreases in the value of our common stock could cause book value of reporting units to exceed their fair values. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves a comparison of the fair value and the carrying amount of the goodwill of that reporting unit. If the carrying amount of the goodwill of the reporting unit exceeds the fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess of carrying value over fair value. If an event occurs that would cause a revision to the estimates and assumptions used in analyzing the value of the goodwill, the revision could result in a non-cash impairment charge that could have a material impact on the financial results. We have recorded goodwill of $5,254,451 from the acquisition of Predictive Biotech, Inc. (formerly Renovo Biotech, Inc.) that was completed on March 28, 2016. All goodwill is included in the HCT/P segment. We measured the fair value of Predictive Biotech utilizing the discounted cash flow method under the income approach. The income approach considered management's business plans and projections as the basis for expected cash flows for the next five years and a 3% long-term growth rate. We also used a weighted average discount rate of 20%. Other significant estimates used in the analysis include the profitability and working capital requirements of the reporting unit. We noted the fair value of the Predictive Biotech reporting unit exceeded its carrying value, as the carrying value of the reporting unit was negative on the date of the impairment test. The fair value also exceeded the carrying value of the total assets of the reporting unit. There were no impairments to goodwill during the years ended June 30, 2020 or 2019. |
Equity Method Investment | Equity Method Investment We apply the equity method of accounting for investments in which we have significant influence but not a controlling interest. The Company reviews equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable in accordance with generally accepted accounting principles. This determination requires significant judgment. In making this judgment, the Company considers available quantitative and qualitative evidence in evaluating potential impairment of these investments. If it is determined that an indicator of impairment exists, the Company assesses whether the carrying value exceeds the fair value of the asset. If the carrying value of the investment exceeds its fair value, the Company will evaluate, among other factors, general market conditions, the duration and extent to which the carrying value is greater than the fair value, and the Company's intent and ability to hold, or plans to sell, the investment. The Company also considers specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge will be recorded and a new carrying basis in the investment will be established. The Company recorded impairment charges totaling $37,907,283 related to our equity method investment in Juneau Biosciences, LLC for the year ended June 30, 2020 (see Note 6). There were no impairments for the year ended June 30, 2019. |
Paycheck Protection Program Loan | Paycheck Protection Program Loan On May 6, 2020, Company received loan proceeds of $1,665,985 under the Paycheck Protection Program ("PPP") under a promissory note from a commercial bank (the "PPP Loan"). The PPP, established as part of the CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. As amended, the CARES act provides that the loans and accrued interest are forgivable after twenty-four weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The PPP Loan is included in notes payable in the consolidated balance sheets. Should all or part of the PPP Loan be forgiven, the amount forgiven will be derecognized through other income in the period when forgiveness is granted by the governing authority. |
Revenue Recognition | Revenue Recognition We derive our revenue primarily from sales of HCT/P products to clinicians. The majority of our contracts with customers have a single performance obligation, and all of our contracts with customers have a duration of less than one year. Revenue is recognized when control of the product passes to the customer, typically upon confirmation of delivery of the product to the customer. As our products must remain frozen during transit, we typically ship our products overnight. Revenue is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. Generally, we require authorization from a credit card or verification of receipt of payment before we ship products to customers. From time to time we grant credit to our customers with normal credit terms (typically 30 days). We do not recognize assets associated with costs to obtain or fulfill a contract with a customer, as the amortization period for any such costs if capitalized would be one year or less. As such, customer orders are recorded as deferred revenue prior to delivery of products or services ordered. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the product, and fees charged to customers are included in net revenue upon completion of our performance obligation. Shipping and handling expenses are included in cost of sales. We present revenue net of sales taxes, discounts, and expected returns. |
Deferred Revenue | Deferred Revenue We recognize a contract liability when customer payment precedes the completion of our performance obligations. The following table provides information about deferred revenue from contracts with customers, including significant changes in deferred revenue balances during the period (in thousands). Year ended June 30, 2020 2019 Deferred revenue beginning balance $ 469,376 $ - Increase due to deferral of revenue at period end 381,889 469,376 Decrease due to beginning contract liabilities recognized as revenue (469,376) - Deferred revenue ending balance 381,889 469,376 |
Research and Product Development Costs | Research and Product Development Costs The Company expenses research and product development costs as incurred. |
Product Liability and Warranty Costs | Product Liability and Warranty Costs The Company maintains product liability insurance and has not experienced any related claims from its product offerings. The Company also offers a warranty to customers providing that its products will be delivered free of any material defects. There have been no material costs incurred since inception based on estimated return rates. The Company reviews the adequacy of its accrual on a quarterly basis. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recorded to reflect the future tax consequences attributable to the effects of differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax purposes. Deferred taxes are calculated by applying enacted statutory tax rates and tax laws to future years in which temporary differences are expected to reverse. The impact on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. Interest and penalties are included in benefit from income taxes on the consolidated statement of comprehensive loss, if applicable. Deferred income tax assets are reduced by valuation allowances when necessary. Assessing whether deferred tax assets are realizable requires significant judgment. We consider all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent we believe it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against our deferred tax assets, which increase income tax expense in the period when such a determination is made. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. Because the Company has reported a net loss attributable to common stockholders for all periods presented, diluted net loss per common share is the same as basic net loss per common share for these periods. |
Other Comprehensive Loss | Other Comprehensive Loss Comprehensive loss is comprised of net loss and is equal to net loss for the years ended June 30, 2020 and 2019. |
Measurement of Fair Value | Measurement of Fair Value The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. During the years ended June 30, 2020 and 2019, we did not have any remeasurements of non-financial assets measured at fair value on a non-recurring basis subsequent to their initial recognition, other than the impairment of our equity method investment in Juneau Biosciences, LLC described in Note 6. |
Concentrations | Concentrations The Company sells its HCT/P products through its sales force and through a network of distributors. For the years ended June 30, 2020 and 2019, the following distributors' sales to end customers comprised more than 10% of total sales: For the year ended Distributor June 30, 2020 June 30, 2019 Distributor A 34.5% 16.1% Distributor B * 11.0% * Provided less than 10% for the period There were no end customers comprising more than 10% of sales. The Company obtains birthing tissue raw materials for its HCT/P products from several third-party suppliers. The following suppliers provided more than 10% of birthing tissues processed by our HCT/P segment: For the year ended Distributor June 30, 2020 June 30, 2019 Supplier A 26.1% 37.1% Supplier B 31.2% 33.7% Supplier C * 12.4% Supplier D 10.0% * * Provided less than 10% for the period The Company's molecular diagnostic tests are performed on gene sequencing instruments that require reagents proprietary to the manufacturer of the instrument. Generally, the manufacturer is the sole source of key reagents for a given instrument. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets, and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, "Financial Instruments Credit Losses (Topic 326)" which introduces new guidance for the accounting for credit losses on instruments within its scope. The new guidance, as amended by subsequent ASUs, introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. For trade receivables, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. For public business entities that meet the definition of a U.S. Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this update on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently assessing the impact of ASU 2019-12 on its consolidated financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for us on July 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We used the effective date as our date of initial application. Consequently, financial information was not updated, and the disclosures required under the new standard were not provided for dates and periods before July 1, 2019. The new standard provides a number of optional practical expedients in transition. We elected the package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We elected all of the new standard's available transition practical expedients that are applicable. The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases, other than for leases of real estate. We recognized a right of use asset for operating leases existing on the transition date of $580,574. In January 2017, FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Adoption of ASU 2017-04 is required for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption being permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017. We adopted ASU 2017-04 at the beginning of the fiscal year ended June 30, 2020. Adoption of ASU 2017-04 did not have a material impact on our consolidated financial statements. |
BUSINESS DESCRIPTION AND SIGN_3
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Segment Reporting | Segment information HCT/Ps Diagnostics & Therapeutics Unallocated Corporate Total Year ended June 30, 2020 Revenues $ 24,237,965 $ 203,459 $ - $ 24,441,424 Depreciation and amortization 3,569,459 6,905,712 326,264 10,801,435 Share based compensation 4,570,006 912,045 10,169,859 15,651,910 Segment operating loss (22,532,135) (22,765,287) (11,407,309) (56,704,731) Year ended June 30, 2019 Revenues $ 43,445,105 $ 48,484 $ - $ 43,493,589 Depreciation and amortization 3,202,171 5,697,112 250,901 9,150,184 Share based compensation 2,716,154 795,383 8,143,405 11,654,942 Segment operating loss (1,004,197) (10,169,962) (8,766,237) (19,940,396) -58- Year ended June 30, 2020 2019 Total operating loss for reportable segments $ (45,297,422) $ (11,174,159) Unallocated amounts: Unallocated Corporate (11,407,309) (8,766,237) Loss on equity method investment (39,256,336) (1,164,903) Interest expense (596,091) (17,504) Other expense (1,318) (22,584) Bargain purchase gain - 363,676 Loss before income taxes $ (96,558,476) $ (20,781,711) HCT/Ps Diagnostics & Therapeutics Unallocated Corporate Total Year ended June 30, 2020 Intangible assets, net 7,719,676 49,217,523 - 56,937,199 Equity method investments - 12,731,383 - 12,731,383 Total assets 11,980,175 70,394,152 1,468,088 83,842,415 Year ended June 30, 2019 Intangible assets, net 5,282,625 70,604,897 - 75,887,522 Equity method investments - 51,717,719 - 51,717,719 Total assets 21,052,083 120,665,445 1,860,657 143,578,185 |
Schedule of Deferred Revenue | The following table provides information about deferred revenue from contracts with customers, including significant changes in deferred revenue balances during the period (in thousands). Year ended June 30, 2020 2019 Deferred revenue beginning balance $ 469,376 $ - Increase due to deferral of revenue at period end 381,889 469,376 Decrease due to beginning contract liabilities recognized as revenue (469,376) - Deferred revenue ending balance 381,889 469,376 |
Schedule of Concentrations | The Company sells its HCT/P products through its sales force and through a network of distributors. For the years ended June 30, 2020 and 2019, the following distributors' sales to end customers comprised more than 10% of total sales: For the year ended Distributor June 30, 2020 June 30, 2019 Distributor A 34.5% 16.1% Distributor B * 11.0% * Provided less than 10% for the period There were no end customers comprising more than 10% of sales. The Company obtains birthing tissue raw materials for its HCT/P products from several third-party suppliers. The following suppliers provided more than 10% of birthing tissues processed by our HCT/P segment: For the year ended Distributor June 30, 2020 June 30, 2019 Supplier A 26.1% 37.1% Supplier B 31.2% 33.7% Supplier C * 12.4% Supplier D 10.0% * * Provided less than 10% for the period |
BUSINESS COMBINATIONS AND EQU_2
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The stock price on August 22, 2018 was $0.92 per share, indicating a purchase price of $14,260,000 requiring allocation: Assets: Amount Cash $ 799,980 Lab equipment 1,177,750 Investment in non-controlling interest 440,000 Trade secrets 11,842,270 Total purchase price $ 14,260,000 |
Schedule of Fair Value of Warrants Determined Inputs Black Scholes Model | The fair value of the warrants was determined using the following inputs to the Black Scholes model: Risk-free interest rate 2.7% Expected dividend yield 0% Expected life (in years) 5.0 Expected volatility 150% |
Schdedule of Fair Value of Assets and Liabilities | Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. Assets: Fair Value Current assets $ 663,262 Laboratory equipment 190,397 Software 239,000 Intangible Assets 311,000 Total assets acquired 1,403,659 Liabilities: Accrued liabilities (68,181) Capital lease obligation (54,291) Total liabilities assumed (122,472) Bargain purchase gain (363,676) Total fair value of purchase price $ 917,511 Consideration allocated to Preeclampsia Option 100,000 Total consideration $ 1,017,511 Less: Cash acquired (85,694) Total consideration transferred $ 931,817 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of As of June 30, June 30, 2020 2019 Finished goods $ 806,599 $ 918,199 Work-in-process 519,996 4,485,349 Raw materials and supplies 188,246 371,637 Total inventory on hand $ 1,514,841 $ 5,775,185 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant And Equipment, Net | As of As of June 30, June 30, 2020 2019 Computer equipment $ 759,192 $ 530,815 Furniture 230,747 224,324 Lab equipment 2,215,409 2,469,652 Software 1,006,215 923,369 Leasehold improvements 1,008,713 870,098 Other fixed assets in progress 91,195 69,886 Lab equipment subject to capital lease 2,774,907 2,774,907 Total property, plant, and equipment 8,086,378 7,863,051 Accumulated depreciation (2,022,744) (862,851) Accumulated depreciation leased assets (758,535) (25,759) Property, plant and equipment, net $ 5,305,099 $ 6,974,441 |
GOODWILL & INTANGIBLE ASSETS (T
GOODWILL & INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Primarily Consist of Amortizable Purchased Licenses, Patents, and Trade Secrets | The following summarizes the amounts reported as intangible assets: Carrying Amount Accumulated Amortization Net Weighted Average Remaining Amortization Period (Years) At June 30, 2020: Licenses $ 21,337,981 $ (5,273,253) $ 16,064,728 8.0 Patents 9,750,000 (3,664,215) 6,085,785 8.0 Trade Secrets 46,634,380 (17,397,933) 29,236,447 7.9 Other 411,000 (115,212) 295,788 10.0 Goodwill 5,254,451 N/A 5,254,451 N/A Total intangible assets $ 83,387,812 $ (26,450,613) $ 56,937,199 8.0 Carrying Amount Accumulated Amortization Net Weighted Average Remaining Amortization Period (Years) At June 30, 2019: Licenses $ 21,337,981 $ (3,275,666) $ 18,062,315 9.0 Patents 9,750,000 (2,899,510) 6,850,490 9.0 Trade Secrets 56,675,936 (11,339,601) 45,336,335 8.9 Other 411,000 (27,069) 383,931 11.0 Goodwill 5,254,451 N/A 5,254,451 N/A Total intangible assets $ 93,429,368 $ (17,541,846) $ 75,887,522 9.0 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense related to intangible assets consists of the following as of June 30, 2020: Year Ending June 30 Amount 2021 $ 7,332,946 2022 4,841,531 2023 4,841,531 2024 4,841,531 2025 4,841,531 Thereafter 24,983,679 |
Schedule of Fair Value of Warrants Determined Inputs Black Scholes Model | The fair value of the warrants was determined using the following inputs to the Black Scholes model: Risk-free interest rate 2.7% Expected dividend yield 0% Expected life (in years) 5.0 Expected volatility 150% |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Investment | The Company's investment in Juneau is accounted for under the equity method. The following table summarizes the investment: As of June 30, As of June 30, Carrying amount $ 12,731,383 $ 51,717,719 Ownership percentage 48.3% 48.4% |
Schedule of Provision for Subscription Agreement | The schedule of payments as of June 30, 2020 under the amended agreement is as follows: Year Ending June 30 Amount 2021 5,150,000 2022 2,056,610 $ 7,206,610 |
Summary of Financial Information | Summarized financial information for the Company's equity method investee as of and for its fiscal year end is presented in the following table. Net Loss attributed to the Company is presented net of elimination of profits included in assets on the consolidated balance sheets arising from transactions between Juneau and the Company. Juneau Biosciences, LLC Year ended December 31, 2019 Year ended December 31, 2018 (Restated) License revenue (related party) $ - $ 15,241,067 Gross profit - 15,241,067 Income (Loss) from operations (1,941,698) 10,464,425 Net income (loss) (5,511,832) 9,172,623 Net loss attributable to Predictive Technology Group, Inc. (1,059,423) (1,200,238) |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of As of June 30, June 30, 2020 2019 Employee compensation and benefits $ 1,493,484 $ 816,451 Income tax payable 110,649 58,371 Customer deposit 5,000,000 - Other 1,442,681 982,949 Total accrued liabilities $ 8,046,814 $ 1,857,771 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable at June 30, 2020 and 2019 were as follows: As of As of June 30, June 30, 2020 2019 Promissory notes $ 3,305,234 $ 400,000 Revolving line of credit 200,000 - Paycheck Protection Program Loan 1,665,985 - Total notes payable $ 5,171,219 $ 400,000 Less: Current portion (705,234) - Total long-term notes payable $ 4,465,985 $ 400,000 |
Schedule of Maturities of Notes Payable | Maturities of notes payable are as follows: Year Ending June 30 Amount 2021 705,234 2022 4,465,985 $ 5,171,219 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Benefit | Income tax expense (benefit) consists of the following: Year ended June 30, 2020 2019 Current: Federal $ - $ - State 52,382 58,499 Total Current 52,382 58,499 Deferred: Federal (19,833,466) (4,562,066) State (5,581,466) (853,846) Change in valuation allowance 14,701,083 - Total deferred (10,713,849) (5,415,912) Total income tax benefit $ (10,661,467) $ (5,357,413) |
Schedule of Statutory Federal Income Tax Rate and Income Taxes | The differences between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations were as follows: Year ended June 30, 2020 2019 Federal income tax benefit at the statutory rate (21% for the years ended June 30, 2020 and 2019, respectively) $ (20,277,280) $ (4,364,157) State income taxes, net of federal benefit (4,291,635) (591,094) Federal tax credits (75,871) (90,938) Share based compensation (1,019,947) (88,400) Bargain purchase gain - (76,372) Valuation allowance 14,701,083 - Other, net 302,183 (146,452) $ (10,661,467) $ (5,357,413) |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company's deferred tax assets and liabilities were comprised of the following: Year ended June 30, 2020 2019 Deferred tax assets, net: Net operating loss carryforwards $ 12,870,042 $ 2,421,965 Stock compensation expense 5,776,721 4,846,769 Federal tax credits 306,515 90,938 Outside investments 4,072,324 - Other deferred tax assets 488,985 320,086 Less valuation allowance (14,701,083) - Total deferred tax assets 8,813,504 7,679,758 Deferred tax liabilities: Property, plant, and equipment (1,271,154) (1,451,262) Intangible assets (7,564,419) (11,935,159) Outside investments - (5,308,082) Other deferred tax liabilities (278,827) - Total deferred tax liabilities (9,114,400) (18,694,503) Net deferred tax liability $ (300,896) $ (11,014,745) |
WARRANTS & STOCKHOLDERS' EQUI_2
WARRANTS & STOCKHOLDERS' EQUITY (Tables) - Warrants [Member] | 12 Months Ended |
Jun. 30, 2020 | |
Schedule of Summary of Warrant Activity | The following is a summary of warrant activity from June 30, 2019 through June 30, 2020: Weighted Number of Weighted Average Average Remaining Aggregate Intrinsic Warrants Exercise Price Contractual Life Value Outstanding June 30, 2019 68,253,520 $0.78 3.6 $ 261,010,432 Granted 1,550,000 1.46 8.4 - Exercised (9,223,605) 0.50 2.2 - Forfeited/Cancelled (7,486,395) 0.82 2.8 - Outstanding June 30, 2020 53,093,520 $0.84 2.8 $ 21,000 Exercisable June 30, 2020 51,123,520 $0.83 2.8 $ - |
Schedule of Compensation Expense | Share based compensation expense related to warrants and shares issued outside of the 2015 Stock Option Plan for the years ended June 30, 2020 and 2019 was $4,040,283 and $4,643,861, respectively, recognized in the statement of operations as follows: Years Ended June 30, 2020 2019 General and administrative $ 1,947,431 $ 4,212,486 Research and development 2,092,853 431,375 Total share-based compensation expense $ 4,040,283 $ 4,643,861 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Shares Outstanding and Basic and Diluted Earnings Per Share | The computation of weighted average shares outstanding and the basic and diluted loss per common share for the following periods consisted of the following: Net Loss Attributable to Common Stockholders Weighted Average Common Shares Outstanding Per Share Amount Year ended June 30, 2020 Basic and diluted loss per share (85,769,266) 290,251,062 $ (0.30) Year ended June 30, 2019 Basic and diluted loss per share (15,305,170) 265,526,265 $ (0.06) |
Schedule of Anti Dilutive Securities | Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows: As of June 30, 2020 2019 Warrants for common stock 53,093,520 68,253,520 Options issued pursuant to the 2015 Stock Option Plan 30,014,704 24,407,750 83,108,224 92,661,270 |
STOCK OPTION PLAN (Tables)
STOCK OPTION PLAN (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Schedule of Fair Value of Stock Option Awards | The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The assumptions used in the model were as follows: Years Ended June 30, 2020 2019 Riskfree interest rate 0.3-1.9% 2.1-2.9% Expected volatility 144.2-155.3% 144.6-158.0% Expected term (in years) 5.0-6.0 5.3-6.3 Expected dividend yield 0.0% 0.0% |
Schedule of Summary of Option Activity | A summary of option activity is as follows for the fiscal year ended June 30, 2020 and the fiscal year ended June 30, 2019: June 30, 2020 June 30, 2019 Number of shares Weighted average exercise price Number of shares Weighted average exercise price Options outstanding at beginning of period 24,407,750 $ 1.74 4,938,500 $ 0.78 Options granted 8,801,954 0.80 20,565,500 1.93 Less: Options exercised - (5,000) 0.94 Options canceled or expired (3,195,000) 1.79 (1,091,250) 0.95 Options outstanding at end of period 30,014,704 $ 1.47 24,407,750 $ 1.74 Options exercisable at end of period 12,430,624 $ 1.43 5,319,583 $ 1.21 |
Schedule of Summarizes Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding at June 30, 2020: Options outstanding Options exercisable Number Weighted Number outstanding average Weighted exercisable Weighted Range of at remaining average at average exercise June 30, contractual exercise June 30, exercise Prices 2020 life (years) price 2020 price $0.44 1.00 12,148,404 8.1 $ 0.66 5,793,290 $ 0.71 1.01 - 2.06 1,982,800 9.2 1.54 274,500 1.43 2.07 3.30 15,883,500 8.8 2.08 6,362,834 2.08 30,014,704 8.5 $ 1.47 12,430,624 $ 1.43 |
2015 Stock Option Plan [Member] | |
Schedule of Compensation Expense | Share-based compensation expense (reversal) for awards issued under the 2015 Stock Option Plan recognized and included in the consolidated statements of operations for the fiscal years ended June 30, 2020 and 2019 were as follows: Year ended June 30, 2020 2019 Cost of goods sold $ 989,256 $ 1,340,689 Selling and marketing 681,263 401,036 General and administrative 9,972,775 4,668,242 Research and development (31,667) 601,667 Loss on equity method investment 270,000 - Total share-based compensation expense $ 11,881,627 $ 7,011,634 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Lease Obligations Under Operating And Finance Leases | The table below presents the maturities of lease obligations under operating and finance leases: Year Ending June 30, Operating Finance Total 2021 979,071 748,361 1,727,432 2022 246,888 740,798 987,686 2023 - 167,719 167,719 2024 - - - 2025 - - - Total cash payments 1,225,959 1,656,878 2,882,837 Less: Imputed interest (68,108) (145,773) (213,881) Total lease liability $ 1,157,851 $ 1,511,105 $ 2,668,956 |
Schedule of Lease Information | Lease information for the year ended June 30, 2020 is as follows: Year ended June 30, 2020 Lease cost Finance lease cost Amortization of right of use assets $ 732,775 Interest on lease liabilities 113,972 Operating lease cost 800,822 Short-term lease cost 92,608 Total lease cost $ 1,740,177 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 113,972 Operating cash flows from operating leases 806,333 Financing cash flows from finance leases 504,937 Weighted average remaining lease term - finance leases (Years) 2.11 Weighted average remaining lease term - operating leases (Years) 1.25 Weighted average discount rate - finance leases 8.06% Weighted average discount rate - operating leases 8.63% |
BUSINESS DESCRIPTION AND SIGN_4
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Segment Reporting) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 24,441,424 | $ 43,493,589 |
Depreciation and amortization | 10,801,435 | 9,150,184 |
Share based compensation | 15,651,910 | 11,654,942 |
Segment operating loss | (56,704,731) | (19,940,396) |
HCT/Ps [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 24,237,965 | 43,445,105 |
Depreciation and amortization | 3,569,459 | 3,202,171 |
Share based compensation | 4,570,006 | 2,716,154 |
Segment operating loss | (22,532,135) | (1,004,197) |
Diagnostics and therapeutics [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 203,459 | 48,484 |
Depreciation and amortization | 6,905,712 | 5,697,112 |
Share based compensation | 912,045 | 795,383 |
Segment operating loss | (22,765,287) | (10,169,962) |
Unallocated Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Depreciation and amortization | 326,264 | 250,901 |
Share based compensation | 10,169,859 | 8,143,405 |
Segment operating loss | $ (11,407,309) | $ (8,766,237) |
BUSINESS DESCRIPTION AND SIGN_5
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Operating Income (Loss)) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Total operating loss for reportable segments | $ (56,704,731) | $ (19,940,396) |
Unallocated amounts: | ||
Unallocated Corporate | (11,407,309) | (8,766,237) |
Loss on equity method investment | (39,256,336) | (1,164,903) |
Interest expense | (596,091) | (17,504) |
Other expense | (1,318) | (22,584) |
Bargain purchase gain | 363,676 | |
Loss before income taxes | $ (96,558,476) | $ (20,781,711) |
BUSINESS DESCRIPTION AND SIGN_6
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Assets) (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Intangible assets, net | $ 56,937,199 | $ 75,887,522 | |
Equity method investments | 12,731,383 | $ 35,329,167 | 51,717,719 |
Total Assets | 83,842,415 | 143,578,185 | |
HCT/Ps [Member] | |||
Intangible assets, net | 7,719,676 | 5,282,625 | |
Equity method investments | |||
Total Assets | 11,980,175 | 21,052,083 | |
Diagnostics and therapeutics [Member] | |||
Intangible assets, net | 49,217,523 | 70,604,897 | |
Equity method investments | 12,731,383 | 51,717,719 | |
Total Assets | 70,394,152 | 120,665,445 | |
Unallocated Corporate [Member] | |||
Intangible assets, net | |||
Equity method investments | |||
Total Assets | $ 1,468,088 | $ 1,860,657 |
BUSINESS DESCRIPTION AND SIGN_7
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Deferred Revenue) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue - beginning balance | $ 469,376 | |
Increase due to deferral of revenue at period end | 381,889 | 469,376 |
Decrease due to beginning contract liabilities recognized as revenue | (469,376) | |
Deferred revenue - ending balance | $ 381,889 | $ 469,376 |
BUSINESS DESCRIPTION AND SIGN_8
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Sells HCT/P Products) (Details) | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | |||
Supplier A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk percentage | 26.10% | 37.10% | ||
Supplier B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk percentage | 31.20% | 33.70% | ||
Supplier C [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk percentage | [1] | 12.40% | ||
Supplier D [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk percentage | 10.00% | [1] | ||
Distributor A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk percentage | 34.50% | 16.10% | ||
Distributor B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk percentage | [1] | 11.00% | ||
[1] | Provided less than 10% for the period |
BUSINESS DESCRIPTION AND SIGN_9
BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | May 06, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Property, Plant and Equipment [Line Items] | |||||
Net loss | $ 85,769,266 | $ 15,305,170 | |||
Net cash outflows from operations | 13,058,837 | (3,494,771) | |||
Cash and cash equivalents | 331,228 | 1,618,244 | $ 1,206,139 | ||
Working capital | 13,132,688 | ||||
Impairment charge on intangible assets | $ 15,932,016 | 10,041,556 | |||
Patents, net of amortization | 6,085,785 | 6,850,490 | |||
Goodwill | $ 5,254,451 | 5,254,451 | |||
Period for expected cash flows under income approach | 5 years | ||||
Long term growth rate under income approach | 3.00% | ||||
Weighted average discount rate | 20.00% | ||||
Impairment charges under equity menthod investment | $ 21,975,267 | ||||
Right of use asset for operating leases | $ 1,115,308 | ||||
Promissory notes [Member] | Paycheck Protection Program [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from loan | $ 1,665,985 | ||||
Lab Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 5 years | ||||
Furniture [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 5 years | ||||
Furniture [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 7 years | ||||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 3 years | ||||
Equity Method Investments [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment charges under equity menthod investment | $ 37,907,283 |
BUSINESS COMBINATIONS AND EQU_3
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 22, 2019 | Dec. 19, 2018 | Aug. 22, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | |||||
Deferred tax liability | $ 9,114,400 | $ 18,694,503 | |||
Amortization expense | 8,908,767 | 8,418,388 | |||
Goodwill | 5,254,451 | $ 5,254,451 | |||
Trade Secret [Member] | |||||
Business Acquisition [Line Items] | |||||
Deferred tax liability | 4,620,000 | ||||
Increased decreased in carrying amount of trade secrets | $ 18,480,000 | ||||
Inception DX, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 0.92 | ||||
Share issued | 15,500,000 | ||||
Juneau Bioscience, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Units issued | 400,000 | 400,000 | |||
Unit price | $ 1.10 | ||||
Estimated life of equipment | 5 years | ||||
Juneau Bioscience, LLC [Member] | Trade Secret [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated life of equipment | 15 years | ||||
Taueret Laboratories, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Warrant issued exercisable | 16,500,000 | ||||
Fair value of warrants | $ 13,860,000 | ||||
Taueret Laboratories, LLC [Member] | Trade Secret [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated life of equipment | 15 years | ||||
Regenerative Medical Technologies, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 0.92 | ||||
Share issued | 10,000,000 | ||||
Deferred tax liability | $ 3,066,667 | ||||
Acquisition cost | $ 12,266,667 | ||||
Regenerative Medical Technologies, Inc [Member] | Trade Secret [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated life of equipment | 10 years | ||||
Taueret Laboratories, LLC Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Share issued | 552,995 | ||||
Fair value of common stock paid as consideration | $ 931,817 | ||||
Additional payment, cash | 8,547,000 | ||||
Cash Acquired | $ 85,694 | ||||
Percentage of discount | 20.00% | ||||
Amount of allocated fair value | $ 917,511 | ||||
Taueret Laboratories, LLC Acquisition [Member] | Endometriosis License [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated life of equipment | 15 years | ||||
Percentage of discount | 22.00% | ||||
Estimated fair value of intangible assets | $ 295,000 | ||||
Taueret Laboratories, LLC Acquisition [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated life of equipment | 5 years | ||||
Estimated fair value of intangible assets | $ 16,000 | ||||
Preeclampsia Option [Member] | |||||
Business Acquisition [Line Items] | |||||
Amount of allocated fair value | 100,000 | ||||
Estimated fair value of intangible assets | $ 239,000 |
BUSINESS COMBINATIONS AND EQU_4
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS (Details) - Dx LLC[Member] | 12 Months Ended |
Jun. 30, 2020USD ($) | |
Business Acquisition [Line Items] | |
Cash | $ 799,980 |
Lab equipment | 1,177,750 |
Investment in non-controlling interest | 440,000 |
Trade secrets | 11,842,270 |
Total consideration transferred | $ 14,260,000 |
BUSINESS COMBINATIONS AND EQU_5
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS (Schedule of Fair Value of Warrants) (Details) | 1 Months Ended | |
Dec. 31, 2018 | Aug. 22, 2018 | |
Risk Free Interest Rate [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 2.7% | 2.7% |
Expected Dividend Yield [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 0% | 0% |
Expected life [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 5.0 | 5.0 |
Expected Volatility [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 150% | 150% |
BUSINESS COMBINATIONS AND EQU_6
BUSINESS COMBINATIONS AND EQUITY METHOD INVESTMENTS (Schdedule of Fair Value of Assets and Liabilities) (Details) - Taueret Laboratories, LLC Acquisition [Member] | 1 Months Ended |
Mar. 22, 2019USD ($) | |
Assets | |
Current assets | $ 663,262 |
Laboratory equipment | 190,397 |
Software | 239,000 |
Intangible Assets | 311,000 |
Total assets acquired | 1,403,659 |
Liabilities: | |
Accrued liabilities | (68,181) |
Capital lease obligation | (54,291) |
Total liabilities assumed | (122,472) |
Bargain purchase gain | (363,676) |
Total fair value of purchase price | 917,511 |
Consideration allocated to Preeclampsia Option | 100,000 |
Total consideration | 1,017,511 |
Less: Cash acquired | (85,694) |
Total consideration transferred | $ 931,817 |
INVENTORIES (Schedule of Invent
INVENTORIES (Schedule of Inventories) (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 806,599 | $ 918,199 |
Work-in-process | 519,996 | 4,485,349 |
Raw materials and supplies | 188,246 | 371,637 |
Total inventory on hand | $ 1,514,841 | $ 5,775,185 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 10,801,435 | $ 9,296,417 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Schedule of Property, Plant And Equipment, Net) (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 8,086,378 | $ 7,863,051 |
Accumulated depreciation | (2,022,744) | (862,851) |
Less accumulated depreciation | (758,535) | (25,759) |
Property, plant and equipment, net | 5,305,099 | 6,974,441 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 759,192 | 530,815 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 230,747 | 224,324 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 2,215,409 | 2,469,652 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 1,006,215 | 923,369 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 1,008,713 | 870,098 |
Other fixed assets in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 91,195 | 69,886 |
Lab equipment subject to capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 2,774,907 | $ 2,774,907 |
GOODWILL & INTANGIBLE ASSETS (N
GOODWILL & INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2017 | Aug. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 19, 2016 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||||||
Amortization expense | $ 8,908,767 | $ 8,418,388 | |||||||||
Impairment charge on intangible assets | $ 15,932,016 | 10,041,556 | |||||||||
Share value | 480,000 | ||||||||||
Deferred tax liability | 9,114,400 | 18,694,503 | |||||||||
Goodwill | $ 5,254,451 | 5,254,451 | |||||||||
Period for expected cash flows under income approach | 5 years | ||||||||||
Long term growth rate under income approach | 3.00% | ||||||||||
Weighted average discount rate | 20.00% | ||||||||||
Research and development [Member] | |||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||||||
Amortization expense | $ 3,240,941 | $ 2,429,926 | |||||||||
Trade Secret [Member] | |||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||||||
Impairment charge on intangible assets | 334,000 | ||||||||||
Licensing Agreements [Member] | |||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||||||
License fees minimum monthly payments | $ 500,000 | $ 120,000 | $ 100,000 | ||||||||
Additional license fee due and payable | 2,000,000 | $ 250,000 | |||||||||
Profit received | 25,000,000 | ||||||||||
Share value | 2,500,000 | ||||||||||
License fees paid | $ 250,000 | $ 250,000 | |||||||||
Final milestone payment due | $ 250,000 | ||||||||||
Percentage of royalty | 2.00% | 50.00% | |||||||||
Issuance of common stock | 1,000,000 | ||||||||||
Warrants exercisable | 14,000,000 | ||||||||||
Per share price common stock | $ 0.80 | ||||||||||
Increase warrant exercise price | $ 0.90 | ||||||||||
Decrease in assigned value of license | $ 4,449,211 | ||||||||||
Deferred tax liability | 290,263 | ||||||||||
Decrease in carrying value of licenses | $ 4,158,948 |
GOODWILL & INTANGIBLE ASSETS (S
GOODWILL & INTANGIBLE ASSETS (Schedule of Estimated Amortization Expense) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 83,387,812 | $ 93,429,368 |
Accumulated Amortization | (26,450,613) | (17,541,846) |
Net | $ 56,937,199 | $ 75,887,522 |
Weighted Average Remaining Amortization Period (Years) | 8 years | 9 years |
Licenses [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,337,981 | $ 21,337,981 |
Accumulated Amortization | (5,273,253) | (3,275,666) |
Net | $ 16,064,728 | $ 18,062,315 |
Weighted Average Remaining Amortization Period (Years) | 8 years | 9 years |
Patents [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 9,750,000 | $ 9,750,000 |
Accumulated Amortization | (3,664,215) | (2,899,510) |
Net | $ 6,085,785 | $ 6,850,490 |
Weighted Average Remaining Amortization Period (Years) | 8 years | 9 years |
Trade Secrets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 46,634,380 | $ 56,675,936 |
Accumulated Amortization | (17,397,933) | (11,339,601) |
Net | $ 29,236,447 | $ 45,336,335 |
Weighted Average Remaining Amortization Period (Years) | 7 years 10 months 25 days | 8 years 10 months 25 days |
Other Patents, Trade Secrets and Technologies [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 411,000 | $ 411,000 |
Accumulated Amortization | (115,212) | (27,069) |
Net | $ 295,788 | $ 383,931 |
Weighted Average Remaining Amortization Period (Years) | 10 years | 11 years |
Goodwill [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 5,254,451 | $ 5,254,451 |
Accumulated Amortization | ||
Net | $ 5,254,451 | $ 5,254,451 |
Weighted Average Remaining Amortization Period (Years) | 0 years | 0 years |
GOODWILL & INTANGIBLE ASSETS _2
GOODWILL & INTANGIBLE ASSETS (Schedule of Estimated Future Amortization Expense) (Details) | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 7,332,946 |
2022 | 4,841,531 |
2023 | 4,841,531 |
2024 | 4,841,531 |
2025 | 4,841,531 |
Thereafter | $ 24,983,679 |
GOODWILL & INTANGIBLE ASSETS _3
GOODWILL & INTANGIBLE ASSETS (Schedule of Fair Value of Warrants) (Details) | 1 Months Ended | |
Dec. 31, 2018 | Aug. 22, 2018 | |
Risk Free Interest Rate [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 2.7% | 2.7% |
Expected Dividend Yield [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 0% | 0% |
Expected life [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 5.0 | 5.0 |
Expected Volatility [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of warrants determined inputs to the Black Scholes model | 150% | 150% |
EQUITY METHOD INVESTMENT (Narra
EQUITY METHOD INVESTMENT (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 10, 2020 | Sep. 25, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Due from equity method investee | $ 184,443 | $ 184,443 | ||||
Equity method investments | $ 35,329,167 | 12,731,383 | 51,717,719 | |||
Impairment charge on intangible assets | $ 15,932,016 | $ 10,041,556 | ||||
Common stock, par value per share | $ 0.001 | $ 0.001 | ||||
Impairment charges under equity method investment | $ 21,975,267 | |||||
Equity Method Investments [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Impairment charges under equity method investment | $ 37,907,283 | |||||
Minimum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock price declined | $ 0.73 | |||||
Maximum [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock price declined | $ 1.67 | |||||
Equity Payment [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Common stock, par value per share | $ 0.001 | |||||
Issued common stock,value | $ 2,430,000 | |||||
Juneau Biosciences, LLC [Member] | Common Class A [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares issued during year | 15,681,818 | |||||
Shares issued price per share | $ 1.10 | |||||
Number of reduced units purchased | 13,000,000 |
EQUITY METHOD INVESTMENT (Summa
EQUITY METHOD INVESTMENT (Summary of Investment) (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Schedule of Equity Method Investments [Line Items] | |||
Carrying amount | $ 12,731,383 | $ 35,329,167 | $ 51,717,719 |
Juneau Biosciences, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying amount | $ 12,731,383 | $ 51,717,719 | |
Ownership percentage | 48.30% | 48.40% |
EQUITY METHOD INVESTMENT (Sched
EQUITY METHOD INVESTMENT (Schedule of Provision for Subscription Agreement) (Details) | 12 Months Ended |
Jun. 30, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Provision for subscription agreement | $ 7,206,610 |
2021 | |
Schedule of Equity Method Investments [Line Items] | |
Provision for subscription agreement | 5,150,000 |
2022 | |
Schedule of Equity Method Investments [Line Items] | |
Provision for subscription agreement | $ 2,056,610 |
EQUITY METHOD INVESTMENT (Sum_2
EQUITY METHOD INVESTMENT (Summary of Income Statement) (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
License revenue (related party) | $ 24,441,424 | $ 43,493,589 | ||
Income (Loss) from operations | (56,704,731) | (19,940,396) | ||
Net income (loss) | $ (85,769,266) | $ (15,305,170) | ||
Juneau Bioscience, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
License revenue (related party) | $ 15,241,067 | |||
Gross profit | 15,241,067 | |||
Income (Loss) from operations | (1,941,698) | 10,464,425 | ||
Net income (loss) | (5,511,832) | 9,172,623 | ||
Net loss attributable to Predictive Technology Group, Inc. | $ (1,059,423) | $ (1,200,238) |
ACCRUED LIABILITIES (Schedule o
ACCRUED LIABILITIES (Schedule of Accrued Liabilities) (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 1,493,484 | $ 816,451 |
Income tax payable | 110,649 | 58,371 |
Customer deposit | 5,000,000 | |
Other | 1,442,681 | 982,949 |
Total accrued liabilities | $ 8,046,814 | $ 1,857,771 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) | Jun. 04, 2020 | May 06, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 13,205,985 | $ 400,000 | ||||
Revolving Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount available for credit | $ 2,800,000 | |||||
Accredited investor [Member] | Revolving Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Sep. 30, 2021 | |||||
Line of credit | $ 3,000,000 | |||||
Line of credit interest rate | 12.00% | |||||
Outstanding debt obligations | $ 720,000 | |||||
Accrued interest | $ 311,918 | |||||
Common stock | 12,947,833 | |||||
Market price per share | $ 0.73 | |||||
Unsecured promissory notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unsecured promissory note | $ 2,600,000 | |||||
Interest rate | 12.00% | |||||
Unsecured promissory notes [Member] | Accredited investor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 8,420,000 | |||||
Unsecured promissory notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Nov. 30, 2021 | |||||
Unsecured promissory notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Mar. 31, 2022 | |||||
Unsecured Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.00% | |||||
Maturity date | Nov. 15, 2020 | |||||
Unsecured Notes Payable [Member] | Vendor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Trade payables | $ 705,234 | |||||
Promissory notes [Member] | Paycheck Protection Program [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.00% | |||||
Maturity term | 2 years | |||||
Proceeds from loan | $ 1,665,985 | |||||
Promissory notes [Member] | Mature during the fiscal year ended March 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 14.50% | |||||
Debt instrument face amount | $ 4,618,000 |
DEBT (Schedule of Notes Payable
DEBT (Schedule of Notes Payable) (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Line of Credit Facility [Line Items] | ||
Total notes payable | $ 5,171,219 | $ 400,000 |
Less: Current portion | (705,234) | |
Total long-term notes payable | 4,465,985 | 400,000 |
Promissory notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Total notes payable | 3,305,234 | 400,000 |
Revolving line of credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Total notes payable | 200,000 | |
Paycheck Protection Program Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Total notes payable | $ 1,665,985 |
DEBT (Schedule of Maturities of
DEBT (Schedule of Maturities of Notes Payable) (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 705,234 | |
2022 | 4,465,985 | 400,000 |
Total Notes Payable | $ 5,171,219 | $ 400,000 |
INCOME TAXES (Narrative) (Deta
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Discrete income tax benefit | $ 52,382 | $ 58,499 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 50,552,845 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 35,944,124 | |
Net operating loss carry-forwards expiration date | Jun. 30, 2029 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Benefit) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Current: | ||
Federal | ||
State | 52,382 | 58,499 |
Total Current | 52,382 | 58,499 |
Deferred: | ||
Federal | (19,833,466) | (4,562,066) |
State | (5,581,466) | (853,846) |
Change in valuation allowance | 14,701,083 | |
Total Deferred | (10,713,849) | (5,415,912) |
Total income tax benefit | $ (10,661,467) | $ (5,357,413) |
INCOME TAXES (Schedule of Statu
INCOME TAXES (Schedule of Statutory Federal Income Tax Rate and Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit at the statutory rate (21% for the years ended June 30, 2020 and 2019, respectively) | $ (20,277,280) | $ (4,364,157) |
State income taxes, net of federal benefit | (4,291,635) | (591,094) |
Federal tax credits | (75,871) | (90,938) |
Share based compensation | (1,019,947) | (88,400) |
Bargain purchase gain | (76,372) | |
Valuation allowance | 14,701,083 | |
Other, net | 302,183 | (146,452) |
Total income tax benefit | $ (10,661,467) | $ (5,357,413) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets, net: | ||
Net operating loss carryforwards | $ 12,870,042 | $ 2,421,965 |
Stock compensation expense | 5,776,721 | 4,846,769 |
Federal tax credits | 306,515 | 90,938 |
Outside investments | 4,072,324 | |
Other deferred tax assets | 488,985 | 320,086 |
Less valuation allowance | (14,701,083) | |
Total deferred tax assets | 8,813,504 | 7,679,758 |
Deferred tax liabilities: | ||
Property, plant, and equipment | (1,271,154) | (1,451,262) |
Intangible assets | (7,564,419) | (11,935,159) |
Outside investments | (5,308,082) | |
Other deferred tax liabilities | (278,827) | |
Total deferred tax liabilities | (9,114,400) | (18,694,503) |
Net deferred tax liability | $ (300,896) | $ (11,014,745) |
WARRANTS & STOCKHOLDERS' EQUI_3
WARRANTS & STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | Mar. 07, 2019 | Jun. 15, 2020 | Jan. 18, 2019 | Aug. 30, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 02, 2019 |
Class of Stock [Line Items] | |||||||
Granted | 8,801,954 | 20,565,500 | |||||
Expiration period | 10 years | ||||||
Issuance of warrants to purchase common stock | $ 13,860,000 | ||||||
Weighted average grant date fair value | $ 0.71 | $ 1.80 | |||||
2015 Stock Option Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share based compensation plan expense | $ 11,881,627 | $ 7,011,634 | |||||
Unrecognized compensation cost | $ 20,603,994 | ||||||
Unrecognized compensation cost, period | 2 years | ||||||
Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Granted | 1,550,000 | ||||||
Net tax benefits from warrants issued for services | $ 2,116,687 | $ 862,500 | |||||
Unrecognized compensation cost | $ 509,189 | ||||||
Unrecognized compensation cost, period | 6 months 3 days | ||||||
Weighted average grant date fair value | $ 1.35 | $ 0.99 | |||||
Warrants [Member] | 2015 Stock Option Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share based compensation plan expense | $ 4,040,283 | $ 4,643,861 | |||||
Warrants [Member] | Consultant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Granted | 3,500,000 | ||||||
Shares vested | 1,000,000 | 1,750,000 | |||||
Expiration period | 5 years | ||||||
Share price | $ 1.35 | ||||||
Warrants [Member] | Consultant [Member] | Vest upon the Company's listing on a major stock exchange [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares vested | 750,000 | ||||||
Warrants [Member] | Consultant [Member] | Five equal quarterly tranches [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares vested | 350,000 | ||||||
Warrants [Member] | Accredited investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for services | 200,000 | ||||||
Expiration period | 5 years | ||||||
Issuance of warrants to purchase common stock | $ 300,000 | ||||||
Shares issued price per share | $ 0.35 | ||||||
Warrants [Member] | Avira [Member] | |||||||
Class of Stock [Line Items] | |||||||
Granted | 5,250,000 | ||||||
Shares vested | 250,000 | ||||||
Expiration period | 5 years | ||||||
Share price | $ 0.92 | ||||||
Agreement termination date | Feb. 29, 2020 | ||||||
Warrants [Member] | Fertility clinic [Member] | |||||||
Class of Stock [Line Items] | |||||||
Granted | 900,000 | ||||||
Shares vested | 250,000 | ||||||
Share price | $ 1.01 |
WARRANTS & STOCKHOLDERS' EQUI_4
WARRANTS & STOCKHOLDERS' EQUITY (Schedule of Summary of Warrant Activity) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Number of Warrants | ||
Outstanding at beginning of period | 24,407,750 | 4,938,500 |
Granted | 8,801,954 | 20,565,500 |
Exercised | (5,000) | |
Forfeited/Cancelled | (3,195,000) | (1,091,250) |
Outstanding at end of period | 30,014,704 | 24,407,750 |
Exercisable at end of period | 12,430,624 | 5,319,583 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 1.74 | $ 0.78 |
Granted | 0.80 | 1.93 |
Exercised | 0.94 | |
Forfeited/Cancelled | 1.79 | 0.95 |
Outstanding at end of period | 1.47 | 1.74 |
Exercisable at end of period | $ 1.43 | $ 1.21 |
Aggregate Intrinsic Value | ||
Outstanding at end of period | $ 0 | |
Exercisable at end of period | $ 0 | |
Warrants [Member] | ||
Number of Warrants | ||
Outstanding at beginning of period | 68,253,520 | |
Granted | 1,550,000 | |
Exercised | (9,223,605) | |
Forfeited/Cancelled | (7,486,395) | |
Outstanding at end of period | 53,093,520 | 68,253,520 |
Exercisable at end of period | 51,123,520 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 0.78 | |
Granted | 1.46 | |
Exercised | 0.50 | |
Forfeited/Cancelled | 0.82 | |
Outstanding at end of period | 0.84 | $ 0.78 |
Exercisable at end of period | $ 0.83 | |
Weighted Average Remaining Contractual Life | ||
Granted | 8 years 4 months 24 days | |
Exercised | 2 years 2 months 12 days | |
Forfeited/Cancelled | 2 years 9 months 18 days | |
Outstanding | 2 years 9 months 18 days | 3 years 7 months 6 days |
Exercisable | 2 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ 261,010,432 | |
Outstanding at end of period | 21,000 | $ 261,010,432 |
Exercisable at end of period |
WARRANTS & STOCKHOLDERS' EQUI_5
WARRANTS & STOCKHOLDERS' EQUITY (Schedule of Compensation Expense) (Details) - 2015 Stock Option Plan [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 11,881,627 | $ 7,011,634 |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 4,040,283 | 4,643,861 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 9,972,775 | 4,668,242 |
General and administrative [Member] | Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 1,947,431 | 4,212,486 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | (31,667) | 601,667 |
Research and development [Member] | Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 2,092,853 | $ 431,375 |
LOSS PER COMMON SHARE (Schedule
LOSS PER COMMON SHARE (Schedule of Weighted Shares Outstanding and Basic and Diluted Earnings Per Share) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Basic and diluted loss per share, Net loss | $ (85,769,266) | $ (15,305,170) |
Basic and diluted loss per share, Weighted Average Common Shares Outstanding | 290,251,062 | 265,526,265 |
Basic and diluted loss per share, Per Share Amount | $ (0.30) | $ (0.06) |
LOSS PER COMMON SHARE (Schedu_2
LOSS PER COMMON SHARE (Schedule of Anti Dilutive Securities) (Details) - shares | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti Dilutive Securities | 83,108,224 | 92,661,270 |
Warrants for common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti Dilutive Securities | 53,093,520 | 68,253,520 |
Options issued pursuant to the 2015 Stock Option Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti Dilutive Securities | 30,014,704 | 24,407,750 |
STOCK OPTION PLAN (Narrative) (
STOCK OPTION PLAN (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of total outstanding shares | 15.00% | ||
Term of award | 10 years | ||
Aggregate intrinsic value of outstanding options | $ 0 | ||
Aggregate intrinsic value of exercisable options | $ 0 | ||
Weighted-average grant date fair value per option | $ 0.71 | $ 1.80 | |
Option issued | 8,801,954 | 20,565,500 | |
Option vested immediately | 12,430,624 | 5,319,583 | |
Consultant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option issued | 5,000,000 | ||
Option vested immediately | 1,000,000 | ||
2015 Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share based compensation expense | $ 20,603,994 | ||
Weighted average recognition period | 2 years |
STOCK OPTION PLAN (Schedule of
STOCK OPTION PLAN (Schedule of Fair Value of Stock Option Awards) (Details) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Risk-free interest rate | 0.30% | 2.10% |
Expected volatility | 144.20% | 144.60% |
Expected term (in years) | 5 years | 5 years 3 months 19 days |
Maximum [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Risk-free interest rate | 1.90% | 2.90% |
Expected volatility | 155.30% | 158.00% |
Expected term (in years) | 6 years | 6 years 3 months 19 days |
STOCK OPTION PLAN (Schedule o_2
STOCK OPTION PLAN (Schedule of Summary of Option Activity) (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Number of shares | ||
Outstanding at beginning of period | 24,407,750 | 4,938,500 |
Options granted | 8,801,954 | 20,565,500 |
Less: Options exercised | (5,000) | |
Less: Options canceled or expired | (3,195,000) | (1,091,250) |
Outstanding at end of period | 30,014,704 | 24,407,750 |
Exercisable at end of period | 12,430,624 | 5,319,583 |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 1.74 | $ 0.78 |
Options granted | 0.80 | 1.93 |
Less: Options exercised | 0.94 | |
Less: Options canceled or expired | 1.79 | 0.95 |
Outstanding at end of period | 1.47 | 1.74 |
Exercisable at end of period | $ 1.43 | $ 1.21 |
STOCK OPTION PLAN (Schedule o_3
STOCK OPTION PLAN (Schedule of Summarizes Information about Stock Options Outstanding) (Details) | 12 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding Number outstanding | shares | 30,014,704 |
Options outstanding Weighted average remaining contractual life (years) | 8 years 6 months |
Options outstanding Weighted average exercise price | $ 1.47 |
Options exercisable Number exercisable | shares | 12,430,624 |
Options exercisable Weighted average exercise price | $ 1.43 |
$0.44 - 1.00 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise Prices, Minimum | 0.44 |
Range of exercise Prices, Maximum | $ 1 |
Options outstanding Number outstanding | shares | 12,148,404 |
Options outstanding Weighted average remaining contractual life (years) | 8 years 1 month 6 days |
Options outstanding Weighted average exercise price | $ 0.66 |
Options exercisable Number exercisable | shares | 5,793,290 |
Options exercisable Weighted average exercise price | $ 0.71 |
1.01 - 2.06 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise Prices, Minimum | 1.01 |
Range of exercise Prices, Maximum | $ 2.06 |
Options outstanding Number outstanding | shares | 1,982,800 |
Options outstanding Weighted average remaining contractual life (years) | 9 years 2 months 12 days |
Options outstanding Weighted average exercise price | $ 1.54 |
Options exercisable Number exercisable | shares | 274,500 |
Options exercisable Weighted average exercise price | $ 1.43 |
2.07 - 3.30 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise Prices, Minimum | 2.07 |
Range of exercise Prices, Maximum | $ 3.30 |
Options outstanding Number outstanding | shares | 15,883,500 |
Options outstanding Weighted average remaining contractual life (years) | 8 years 9 months 18 days |
Options outstanding Weighted average exercise price | $ 2.08 |
Options exercisable Number exercisable | shares | 6,362,834 |
Options exercisable Weighted average exercise price | $ 2.08 |
STOCK OPTION PLAN (Schedule o_4
STOCK OPTION PLAN (Schedule of Compensation Expense) (Details) - 2015 Stock Option Plan [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 11,881,627 | $ 7,011,634 |
Cost of goods sold [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 989,256 | 1,340,689 |
Selling and marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 681,263 | 401,036 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 9,972,775 | 4,668,242 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | (31,667) | 601,667 |
Loss on Equity Method Investment [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 270,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Oct. 10, 2019ft² | Apr. 30, 2020USD ($) | Jan. 29, 2020USD ($)shares | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Purchase of consumables used by equipment | $ 1,386,710 | |||||
Delivery of consumables used by equipment | $ 209,468 | |||||
Rent expense under operating leases | $ 648,932 | |||||
Lease maturity date | Sep. 30, 2021 | Sep. 30, 2023 | ||||
Remaining payments due under the purchase commitment year June 30, 2021 | 693,355 | |||||
Area of additional lease | ft² | 6,711 | |||||
Lease commenced date | Nov. 1, 2019 | |||||
Issuance of common stock value | 480,000 | |||||
Severance Costs | $ 127,504 | |||||
Mackey Investment LLLP [Member] | ||||||
Issuance of common stock | shares | 500,000 | |||||
Issuance of common stock value | $ 480,000 | |||||
Equitas Bio/Pharma Solutions, LLC [Member] | ||||||
Amount of lawsuit | $ 551,080 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of Maturities of Lease Obligations Under Operating And Finance Leases) (Details) | Jun. 30, 2020USD ($) |
Operating leases | |
2021 | $ 979,071 |
2022 | 246,888 |
2023 | |
2024 | |
2025 | |
Total cash payments | 1,225,959 |
Less: Imputed interest | (68,108) |
Total lease liability | 1,157,851 |
Finance leases | |
2021 | 748,361 |
2022 | 740,798 |
2023 | 167,719 |
2024 | |
2025 | |
Total cash payments | 1,656,878 |
Less: Imputed Interest | (145,773) |
Total lease liability | 1,511,105 |
Total Operating and finance lease | |
2021 | 1,727,432 |
2022 | 987,686 |
2023 | 167,719 |
2024 | |
2025 | |
Total cash payments | 2,882,837 |
Less: Imputed interest | (213,881) |
Total lease liability | $ 2,668,956 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Schedule of Lease Information) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Lease cost | ||
Amortization of right of use assets | $ 732,775 | |
Interest on lease liabilities | 113,972 | |
Operating lease cost | 800,822 | |
Short-term lease cost | 92,608 | |
Total lease cost | 1,740,177 | |
Operating cash flows from finance leases | 113,972 | |
Operating cash flows from operating leases | 806,333 | |
Financing cash flows from finance leases | $ 359,387 | $ 655,203 |
Weighted average remaining lease term - finance leases | 2 years 1 month 9 days | |
Weighted average remaining lease term - operating leases | 1 year 2 months 30 days | |
Weighted average discount rate - finance leases | 8.06% | |
Weighted average discount rate - operating leases | 8.63% |
EMPLOYEE DEFERRED SAVINGS PLAN
EMPLOYEE DEFERRED SAVINGS PLAN (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Retirement Benefits [Abstract] | ||
Employer's contribution | 4.00% | |
Costs related to plans | $ 255,924 | $ 105,348 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Accredited investor [Member] - Subsequent Event [Member] - USD ($) | 1 Months Ended | 2 Months Ended |
Sep. 25, 2020 | Aug. 31, 2020 | |
Promissory notes [Member] | ||
Subsequent Event [Line Items] | ||
Issuance of promissory notes | $ 1,000,000 | |
Debt instrument face amount | $ 2,000,000 | |
Interest rate | 15.00% | |
Maturity date | Sep. 21, 2020 | |
Promissory notes one [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument face amount | $ 3,000,000 | |
Interest rate | 15.00% | |
Maturity date | Sep. 30, 2022 | |
Income under milestone payments | $ 1,000,000 | |
Percentage of commission income | 5.00% | |
Compensation under agreement | $ 4,000,000 |