Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | Jun. 27, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | QUANTUM MATERIALS CORP. | |
Entity Central Index Key | 1,403,570 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | true | |
Amendment Description | The original Form 10-Q for the quarter ended March 31, 2017 was filed without the independent auditors completing their review. This Form 10-Q/A has been filed after the completion of such review. | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 367,614,831 | |
Trading Symbol | QTMM | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 321,656 | $ 266,985 |
Accounts receivable | 8,835 | |
Prepaid expenses and other current assets | 557,113 | 102,100 |
TOTAL CURRENT ASSETS | 878,769 | 377,920 |
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $222,351 and $150,142 | 735,336 | 774,674 |
LICENSES AND PATENTS, net of accumulated amortization of $104,167 and $75,256 | 88,576 | 117,487 |
TOTAL ASSETS | 1,702,681 | 1,270,081 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,663,531 | 617,292 |
Accrued salaries | 428,150 | 238,182 |
Notes payable, net of unamortized discount | 17,374 | 10,093 |
Current portion of convertible debentures, net of unamortized discount | 1,115,164 | 407,702 |
TOTAL CURRENT LIABILITIES | 3,224,219 | 1,273,269 |
CONVERTIBLE DEBENTURES, net of current portion, unamortized discount and debt issuance costs | 1,693,448 | 1,039,656 |
TOTAL LIABILITIES | 4,917,667 | 2,312,925 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, $.001 par value, authorized 400,000,000 shares, 344,755,437 and 324,563,789 issued and outstanding at March 31, 2017 and June 30, 2016, respectively | 344,755 | 324,564 |
Additional paid-in capital | 31,172,343 | 28,415,843 |
Accumulated deficit | (34,732,084) | (29,783,251) |
TOTAL STOCKHOLDERS’ DEFICIT | (3,214,986) | (1,042,844) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,702,681 | $ 1,270,081 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 222,351 | $ 150,142 |
Licenses and patents, accumulated amortization | $ 104,167 | $ 75,256 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 344,755,437 | 324,563,789 |
Common stock, shares outstanding | 344,755,437 | 324,563,789 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
REVENUES | $ 2,500 | $ 225,000 | $ 27,000 | $ 225,000 |
OPERATING EXPENSES | ||||
General and administrative | 737,022 | 903,795 | 3,750,806 | 4,212,120 |
Research and development | 136,786 | 19,210 | 408,588 | 165,265 |
TOTAL OPERATING EXPENSES | 873,808 | 923,005 | 4,159,394 | 4,377,385 |
LOSS FROM OPERATIONS | (871,308) | (698,005) | (4,132,394) | (4,152,385) |
OTHER EXPENSE (INCOME) | ||||
Gain on settlement | (174,568) | |||
Beneficial conversion expense | 102,797 | 197,095 | ||
Interest expense, net | 90,013 | 10,452 | 218,921 | 32,023 |
Accretion of debt discount | 100,566 | 43,903 | 400,423 | 129,127 |
TOTAL OTHER EXPENSE (INCOME) | 293,376 | 54,355 | 816,439 | (13,418) |
NET LOSS | $ (1,164,684) | $ (752,360) | $ (4,948,833) | $ (4,138,967) |
LOSS PER COMMON SHARE | ||||
Basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||
Basic and diluted | 339,943,771 | 322,675,999 | 333,385,603 | 316,418,240 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - 9 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balances at Jun. 30, 2016 | $ 324,564 | $ 28,415,843 | $ (29,783,251) | $ (1,042,844) |
Balances, shares at Jun. 30, 2016 | 324,563,789 | |||
Common stock issued for cash | $ 833 | 99,167 | $ 100,000 | |
Common stock issued for cash, shares | 833,333 | 833,333 | ||
Common stock issued for warrant and option exercises | $ 10,000 | 415,000 | $ 425,000 | |
Common stock issued for warrant and option exercises, shares | 10,000,000 | |||
Common stock issued for services | $ 6,467 | 572,033 | $ 578,500 | |
Common stock issued for services, shares | 6,466,666 | 1,750,000 | ||
Common stock issued for debenture interest | $ 102 | 12,183 | $ 12,285 | |
Common stock issued for debenture interest, shares | 102,374 | |||
Common stock issued for debenture conversions | $ 2,083 | 247,917 | 250,000 | |
Common stock issued for debenture conversions, shares | 2,083,334 | |||
Cancellation of shares | $ (194) | 194 | ||
Cancellation of shares, shares | (194,059) | |||
Stock-based compensation | $ 500 | 821,674 | 822,174 | |
Stock-based compensation, shares | 500,000 | |||
Beneficial conversion feature of debenture | 197,095 | 197,095 | ||
Allocated value of common stock and warrants related to debenture | $ 400 | 391,237 | $ 391,637 | |
Allocated value of common stock and warrants related to debenture, shares | 400,000 | 200,000 | ||
Net loss | (4,948,833) | $ (4,948,833) | ||
Balances at Mar. 31, 2017 | $ 344,755 | $ 31,172,343 | $ (34,732,084) | $ (3,214,986) |
Balances, shares at Mar. 31, 2017 | 344,755,437 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,948,833) | $ (4,138,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 101,120 | 92,764 |
Amortization of debt issuance costs | 47,469 | |
Stock-based compensation | 822,174 | 2,080,892 |
Stock issued for services | 286,113 | 158,345 |
Stock issued for interest | 12,285 | |
Gain on settlement | (174,568) | |
Beneficial conversion feature | 197,095 | |
Accretion of debt discount | 400,423 | 129,127 |
Effects of changes in operating assets and liabilities: | ||
Accounts receivable | 8,835 | |
Prepaid expenses and other current assets | 54,654 | 237,899 |
Accounts payable and accrued expenses | 1,236,207 | 321,258 |
NET CASH USED IN OPERATING ACTIVITIES | (1,782,458) | (1,293,250) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (32,871) | (47,459) |
Change in restricted cash investments | 65,330 | |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (32,871) | 17,871 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 525,000 | 460,500 |
Proceeds from issuance of convertible debentures / promissory note | 1,360,000 | |
Proceeds from issuance of note payable | 100,000 | 150,000 |
Principal payments on note payable | (100,000) | |
Debt issuance costs | (15,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,870,000 | 610,500 |
NET INCREASE (DECREASE) IN CASH | 54,671 | (664,879) |
CASH AND CASH EQUIVALENTS, beginning of period | 266,985 | 673,839 |
CASH AND CASH EQUIVALENTS, end of period | $ 321,656 | $ 8,960 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1 – BASIS OF PRESENTATION General The accompanying consolidated financial statements include the accounts of Quantum Materials Corp. and its wholly owned subsidiary, Solterra Renewable Technologies, Inc. (collectively referred to as the “Company”). The consolidated financial statements of the Company as of and for the nine months ended March 31, 2017 are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended June 30, 2016. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the U.S. In the opinion of management, the accompanying unaudited financial information includes all adjustments necessary for a fair presentation of the interim financial information. Operating results for the interim periods are not necessarily indicative of the results of any subsequent periods. Certain information in the footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted for the interim periods presented under the United States Securities and Exchange Commission (“SEC”) rules and regulations. As such, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016. Nature of Operations The Company is a nanotechnology company specializing in the design, development, production and supply of quantum dots, including tetrapod quantum dots, a high-performance variant of quantum dots, and highly uniform nanoparticles, using its patented automated continuous flow production process. Quantum dots and other nanoparticles are expected to be increasingly utilized in a range of applications in the life sciences, television and display, solid state lighting, solar energy, battery, security ink, and sensor sectors of the market. Key uncertainties and risks to the Company include, but are not limited to, if and how quickly various industries adopt and fully embrace quantum dot technology and technological changes, including those developed by the Company’s competitors, rendering the Company’s technology uncompetitive or obsolete. Going Concern The Company recorded losses from continuing operations in the current period presented and has a history of losses. As of March 31, 2017, the Company had a working capital deficit of $2,345,450 and net cash used in operating activities was $1,782,458 for the nine months ended March 31, 2017. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, obtain revenues from operations, raise additional capital, and/or obtain debt financing. In conjunction with anticipated revenue streams, management is currently negotiating equity and debt financing, the proceeds from which would be used to settle outstanding debts, to finance operations, and for general corporate purposes. However, there can be no assurance that the Company will be able to raise capital, obtain debt financing, or improve operating results sufficiently to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 2 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, 2017 June 30, 2016 (unaudited) Furniture and fixtures $ 1,625 $ 1,625 Computers and software 11,447 11,447 Machinery and equipment 944,615 911,744 957,687 924,816 Less: accumulated depreciation 222,351 150,142 Total property and equipment, net $ 735,336 $ 774,674 Depreciation expense for the three months ended March 31, 2017 and 2016 was $25,257 and $21,853, respectively, and $72,209 and $63,853 for the nine months ended March 31, 2017 and 2016, respectively. |
Licenses and Patents
Licenses and Patents | 9 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Licenses and Patents | NOTE 3 – LICENSES AND PATENTS Licenses and patents consisted of the following: March 31, 2017 June 30, 2016 (unaudited) William Marsh Rice University $ 40,000 $ 40,000 University of Arizona 15,000 15,000 Bayer acquired patents 137,743 137,743 192,743 192,743 Less: accumulated amortization 104,167 75,256 Total licenses and patents, net $ 88,576 $ 117,487 Amortization expense for the three months ended March 31, 2017 and 2016 was $9,637 and $9,637, respectively, and $28,911 and $28,911 for the nine months ended March 31, 2017 and 2016, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Financial Instruments | NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2011-04 “Fair Value Measurement” This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Hierarchical levels, as defined in this guidance and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 – Inputs that are both significant to the fair value measurement and unobservable. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the financial instruments that could have been realized as of March 31, 2017 and June 30, 2016 or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement. The carrying amounts of cash and cash equivalents, accounts payable and current debt approximate their fair value due to the short maturity of those instruments. Convertible Debentures The Company measured the estimated fair value of the convertible debentures using significant other observable inputs, representative of a Level 2 fair value measurement, including the interest and conversion rates for the instruments. The following table sets forth the fair value of the Company’s convertible debentures as of March 31, 2017, and June 30, 2016: March 31, 2017 June 30, 2016 (unaudited) Carrying Fair Carrying Fair Amount Value Amount Value Convertible debentures issued in September 2014 $ 25,050 $ 44,093 $ 25,050 $ 21,710 Convertible debentures issued in January 2015 $ 500,000 $ 1,166,667 $ 500,000 $ 1,083,333 Convertible debentures issued in April - June 2016 $ 1,465,000 $ 1,958,670 $ 1,565,000 $ 1,695,417 Convertible debenture issued in August 2016 $ 200,000 $ 253,711 $ - $ - Convertible debenture issued in November 2016 $ 200,000 $ 245,990 $ - $ - Convertible debentures issued in January - March 2017 $ 260,000 $ 303,334 $ - $ - Convertible debenture issued in February 2017 $ 100,000 $ 116,667 $ - $ - Convertible debenture issued in March 2017 $ 150,000 $ 175,000 $ - $ - Convetible promissory notes issued in March 2017 $ 541,850 $ 632,158 $ - $ - The Company is not a party to any hedge arrangements or commodity swap agreements. |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | NOTE 5 – CONVERTIBLE DEBENTURES The following table sets forth activity associated with the convertible debentures: March 31, 2017 June 30, 2016 (unaudited) Convertible debentures issued in September 2014 $ 25,050 $ 25,050 Convertible debentures issued in January 2015 500,000 500,000 Convertible debentures issued in April - June 2016 1,565,000 1,565,000 Convertible debenture issued in August 2016 200,000 - Convertible promissory note issued in September 2016 100,000 - Convertible debenture issued in October 2016 50,000 - Convertible debenture issued in November 2016 200,000 - Convertible debentures issued in January - March 2017 260,000 - Convertible debenture issued in February 2017 100,000 - Convertible debenture issued in March 2017 150,000 - Convertible promissory notes issued in March 2017 541,850 - 3,691,900 2,090,050 Less: amount converted to shares 250,000 - Total convertible debentures outstanding 3,441,900 2,090,050 Less: unamortized discount 550,415 527,350 Less: debt issuance costs 82,873 115,342 2,808,612 1,447,358 Less: current portion 1,115,164 407,702 Total convertible debentures, net of current portion $ 1,693,448 $ 1,039,656 September 2014 Convertible Debenture Between September 16, 2014 and October 28, 2014, the Company entered into Convertible Debenture Agreements to obtain a total of $500,050 in gross proceeds from five non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures have terms of five years maturing between September 16, 2019 and October 30, 2019. The Debentures bear interest at the rate of 6% per annum and are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.15 per share at any date, and will receive an equal number of warrants having a strike price of $0.30 per share and a term of five years. Interest expense for the three months ended March 31, 2017 and 2016 was $376 and $380, respectively, and $1,144 and $1,148 for the nine months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, $25,050 of principal was outstanding. January 2015 Convertible Debenture On January 15, 2015, the Company entered into Convertible Debenture Agreements to obtain $500,000 in gross proceeds from two non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures have a term of two years maturing on January 15, 2017 and bear interest at the rate of 8% per annum. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.06 per share at any date. The Debenture Holders received 6,250,000 common stock warrants exercisable at $0.06 per share through January 15, 2017. The debt is secured by a security interest in certain microreactor equipment. The Agreement also provides for the investors to have the right to appoint one member to the Company’s Board of Directors in the event that any one of the aforementioned debentures are converted into common stock of the Company. On October 10, 2016, the maturity date of the debentures was extended to January 15, 2018 and the 6,250,000 warrants were converted into common stock for total proceeds of $375,000. In accounting for the convertible debentures, the Company allocated the fair value of the warrants to the proceeds received in the amount of $348,105, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, two years. The Company recognized accretion of debt discount expense for the three months ended March 31, 2017 and 2016 of $0 and $43,903, respectively, and $92,298 and $129,127 for the nine months ended March 31, 2017 and 2016, respectively. Interest expense for the three months ended March 31, 2017 and 2016 was $9,863 and $9,973, respectively, and $30,027 and $30,137 for the nine months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, $500,000 of principal was outstanding. April – June, August, October and November 2016 Convertible Debentures During the fourth quarter of the year ended June 30, 2016, the Company sold 1,565 Units for total proceeds of $1,565,000 from three affiliated and fourteen non-affiliated parties. In August 2016, the Company sold 200 additional Units for total proceeds of $200,000. In October and November 2016, the Company sold 50 and 200, respectively, additional units for total proceeds of $50,000 and $200,000, respectively. Each Unit consists of a $1,000 Unsecured Convertible Promissory Note (each, a “Note”) and a warrant to purchase 4,166 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $0.15 per share (each, a “Warrant”) over a period of five years. The Notes which were issued at face value have a maturity of two years from the date of issuance, bear interest at the rate of 8% per annum and are convertible into unregistered and restricted shares of Common Stock at $0.12 per-share, subject to normal and customary adjustments including (a) any subdivisions, combinations and classifications of the Common Stock; or (b) any payment, issuance or distribution by the Company to its stockholders of (i) a stock dividend, (ii) debt securities of the Company, or (iii) assets (other than cash dividends payable out of earnings or surplus in the ordinary course of business). The conversion price also is subject to a full ratchet adjustment upon the Company’s issuance of Common Stock, warrants, or rights to purchase Common Stock or securities convertible into Common Stock for a consideration per share which is less than the then applicable conversion price of the Notes excluding Common Stock and options issued to officers, directors, and employees of the Company, except for the exercise or conversion of existing convertible securities of the Company. In evaluating the accounting treatment of this anti-dilution feature, the Company believes that is has control over whether or not the anti-dilution feature will be exercised. The Company is able to decide on which type of financing is raised, and thus the Company can prevent the issuance of shares at a price below the anti-dilution strike price. The number of Warrants and exercise price is proportionately adjustable for events including subdivisions, combinations or consolidations, reclassifications, exchanges, mergers, and reorganizations. In accounting for the convertible debentures, the Company allocated the fair value of the warrants to the proceeds received in the amount of $609,595, recorded as debt discount and is amortized using the effective interest rate method over the life of the loans, two years. The Company recognized accretion of debt discount expense for the three months ended March 31, 2017 and 2016 of $69,156 and $0, respectively, and $235,697 and $0 for the nine months ended March 31, 2017 and 2016, respectively. The Company recognized a beneficial conversion expense for the three months ended March 31, 2017 and 2016 of $0 and $0, respectively, and $64,775 and $0 for the nine months ended March 31, 2017 and 2016, respectively. Interest expense for the three months ended March 31, 2017 and 2016 of $37,300 and $0, respectively, and $108,276 and $0 for the nine months ended March 31, 2017 and 2016, respectively. During the nine months ended March 31, 2017, $150,000 of principal was converted into 1,250,000 shares of common stock. As of March 31, 2017, $1,865,000 of principal was outstanding. September 2016 Convertible Promissory Note In September 2016, the Company entered into a Securities Purchase Agreement and Convertible Promissory Note to obtain $100,000 in gross proceeds from a non-affiliated party (collectively hereinafter referred to as the “Note Holder”) in exchange for 200,000 unregistered and restricted shares of common stock of the Company and a convertible promissory note in the principal amount of $100,000. The Note Holder received 250,000 common stock warrants exercisable at $0.12 per share through September 15, 2019. The promissory note has a term of eight months maturing on May 15, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. The promissory note is pre-payable by the Company at any time without penalty. The Note Holder has the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The promissory note includes piggyback registration rights and the Company shall include on the next registration statement it files with the SEC all shares issuable upon conversion of the note. In March 2017, the note and accrued interest were converted into 833,333 and 66,667 shares of common stock, respectively. In accounting for the convertible promissory note, the Company allocated the fair value of the common stock and warrants to the proceeds received in the amount of $29,522, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, eight months. The Company recognized accretion of debt discount expense for the three months ended March 31, 2017 and 2016 of $14,957 and $0, respectively, and $29,522 and $0 for the nine months ended March 31, 2017 and 2016, respectively. The Company recognized a beneficial conversion expense for the three months ended March 31, 2017 and 2016 of $0 and $0, respectively, and $29,523 and $0 for the nine months ended March 31, 2017 and 2016, respectively. Interest expense for the three months ended March 31, 2017 and 2016 of $2,622 and $0, respectively, and $8,000 and $0 for the nine months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, $0 of principal was outstanding. January-March, 2017 Convertible Debentures During the third quarter of the year ended June 30, 2017, the Company sold 2,600 Units for total proceeds of $260,000 from five non-affiliated parties. Each Unit consists of a $1,000 Unsecured Convertible Promissory Note (each, a “Note”) and a warrant to purchase 4,166 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $0.15 per share (each, a “Warrant”) over a period of five years. The Notes which were issued at face value have a maturity of two years from the date of issuance, bear interest at the rate of 8% per annum and are convertible into unregistered and restricted shares of Common Stock at $0.12 per-share, subject to normal and customary adjustments including (a) any subdivisions, combinations and classifications of the Common Stock; or (b) any payment, issuance or distribution by the Company to its stockholders of (i) a stock dividend, (ii) debt securities of the Company, or (iii) assets (other than cash dividends payable out of earnings or surplus in the ordinary course of business). The conversion price also is subject to a full ratchet adjustment upon the Company’s issuance of Common Stock, warrants, or rights to purchase Common Stock or securities convertible into Common Stock for a consideration per share which is less than the then applicable conversion price of the Notes excluding Common Stock and options issued to officers, directors, and employees of the Company, except for the exercise or conversion of existing convertible securities of the Company. In evaluating the accounting treatment of this anti-dilution feature, the Company believes that is has control over whether or not the anti-dilution feature will be exercised. The Company is able to decide on which type of financing is raised, and thus the Company can prevent the issuance of shares at a price below the anti-dilution strike price. The number of Warrants and exercise price is proportionately adjustable for events including subdivisions, combinations or consolidations, reclassifications, exchanges, mergers, and reorganizations. In accounting for the convertible debentures, the Company allocated the fair value of the warrants to the proceeds received in the amount of $73,250, recorded as debt discount and is amortized using the effective interest rate method over the life of the loans, two years. The Company recognized accretion of debt discount expense for the three and nine months ended March 31, 2017 and 2016 of $6,985 and $0, respectively. The Company recognized a beneficial conversion expense for the three and nine months ended March 31, 2017 and 2016 of $62,400 and $0, respectively. Interest expense for the three and nine months ended March 31, 2017 and 2016 of $3,343 and $0, respectively. As of March 31, 2017, $260,000 of principal was outstanding. February 2017 Convertible Promissory Note In March 2017, the Company entered into a Securities Purchase Agreement and Convertible Promissory Note to obtain $100,000 in gross proceeds from a non-affiliated party (collectively hereinafter referred to as the “Note Holder”) in exchange for 200,000 unregistered and restricted shares of common stock of the Company and a convertible promissory note in the principal amount of $100,000. The Note Holder received 250,000 common stock warrants exercisable at $0.12 per share through February 1, 2020. The promissory note has a term of eight months maturing on October 1, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. The promissory note is pre-payable by the Company at any time without penalty. The Note Holder has the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The promissory note includes piggyback registration rights and the Company shall include on the next registration statement it files with the SEC all shares issuable upon conversion of the note. In accounting for the convertible promissory note, the Company allocated the fair value of the common stock and warrants to the proceeds received in the amount of $24,733, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, eight months. The Company recognized accretion of debt discount expense for the three and nine months ended March 31, 2017 and 2016 of $6,060 and $0, respectively. Interest expense for the three and nine months ended March 31, 2017 and 2016 of $8,000 and $0, respectively. As of March 31, 2017, $100,000 of principal was outstanding. March 2017 Convertible Debenture In March 2017, the Company entered into a Securities Purchase Agreement and Convertible Promissory Note to obtain $150,000 in gross proceeds from a non-affiliated party (collectively hereinafter referred to as the “Note Holder”) in exchange for a convertible promissory note in the principal amount of $150,000. The Note Holder received 375,000 common stock warrants exercisable at $0.12 per share through March 28, 2020. The promissory note has a term of eight months maturing on November 28, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. The promissory note is pre-payable by the Company at any time without penalty. The Note Holder has the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The promissory note includes piggyback registration rights and the Company shall include on the next registration statement it files with the SEC all shares issuable upon conversion of the note. In accounting for the convertible promissory note, the Company allocated the fair value of the warrants to the proceeds received in the amount of $27,897, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, eight months. The Company recognized accretion of debt discount expense for the three and nine months ended March 31, 2017 and 2016 of $3,407 and $0, respectively. The Company recognized a beneficial conversion expense for the three and nine months ended March 31, 2017 and 2016 of $40,397 and $0, respectively. Interest expense for the three and nine months ended March 31, 2017 and 2016 of $12,000 and $0, respectively. As of March 31, 2017, $150,000 of principal was outstanding. March 2017 Convertible Promissory Notes In March 2017, the Company entered into Convertible Promissory Notes with SBI Investment LLC, 2014-1 (“SBI”) and L2 Capital, LLC (“L2 Capital”) to obtain $285,000 in gross proceeds. In connection with the first funding tranche, SBI and L2 received 253,525 and 760,576 common stock warrants, respectively, exercisable at $0.13 per share through March 28, 2022. At each subsequent funding to the first tranche, the Company will issue to each of SBI and L2 Capital warrants to purchase 50% of the total amount of each tranche funded plus the applicable original issue discount, divided by the lesser of (i) the closing bid of the common stock on March 29, 2017 and (ii) the closing bid price of the common stock on the funding date of each respective tranche. The promissory notes have a term of six months from the issuance date and bear interest at the rate of 6% per annum. The promissory notes are not pre-payable by the Company without penalty. The promissory notes are convertible into unregistered and restricted shares of Common Stock only if there is an Event of Default as defined in the notes. In accounting for the convertible promissory note, the Company allocated the fair value of the warrants to the proceeds received in the amount of $86,673, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, eight months. The Company also recorded original issue discount (“OID”) of $31,850 as debt discount and is amortized using the effective interest rate method over the life of the loan, eight months. The Company recognized accretion of debt discount expense for the three and nine months ended March 31, 2017 and 2016 of $0 and $0, respectively. In March 2017, the Company entered into an equity purchase agreement (“Eloc”) with SBI and L2 Capital, allowing them to purchase up to $5,000,000 of the Company’s common stock. As consideration for SBI and L2 Capital, the Company agreed to pay SBI and L2 Capital commitment fees of $63,000 and $147,000, respectively. These commitment fees were issued in the form of promissory notes, which bear interest at 8% per annum and have mature nine months from the date of issuance. The promissory notes are convertible into unregistered and restricted shares of Common Stock only if there is an Event of Default as defined in the notes. Interest expense for the three and nine months ended March 31, 2017 and 2016 of $138 and $0, respectively. As of March 31, 2017, $541,850 of principal was outstanding. Debt Issuance Costs The costs related to the issuance of debt are presented on the balance sheet as a direct deduction from the related debt and amortized to interest expense using the effective interest method over the maturity period of the related debt. Amortization expense for the three months ended March 31, 2017 and 2016 was $16,139 and $0, respectively, and $47,469 and $0 for the nine months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, the balance of debt issuance costs was $82,873. |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 – NOTES PAYABLE Promissory Notes In September 2016, the Company issued an unsecured promissory note for proceeds of $100,000. The note bears 0% interest and the Company issued 416,667 common stock warrants exercisable at $0.15 per share through September 29, 2021. The note was due October 13, 2016 and was repaid on October 11, 2016. In accounting for the promissory note, the Company allocated the fair value of the warrants to the proceeds received in the amount of $26,454, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, fourteen days. The Company recognized accretion of debt discount expense for the three months ended March 31, 2017 and 2016 of $0 and $0, respectively, and $26,454 and $0 for the nine months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, $0 of principal was outstanding. See Note 13 for additional information. Note Payable – Insurance In August 2016, to finance an insurance premium, the Company issued a negotiable promissory note for $13,959 at an interest rate of 4.87% per annum. The note is due in May 5, 2017. The balance outstanding at March 31, 2017 was $0. In March, 2017, to finance an insurance premium, the Company issued a negotiable promissory note for $17,434 at an interest rate of 6.89% per annum. The note is due November 11, 2017. The balance outstanding at March 31, 2017 was $17,434. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity Transactions | NOTE 7 – EQUITY TRANSACTIONS Common Stock During the nine months ended March 31, 2017, the Company issued 833,333 shares of common stock for cash proceeds of $100,000. Additionally, investors exercised options and warrants to purchase 10,000,000 shares of common stock for cash proceeds of $425,000. Included were cashless exercises of 5,000,000 warrants that resulted in the issuance of 2,500,000 shares of common stock. During the nine months ended March 31, 2017, the Company granted 3,250,000 shares of common stock to consultants at the fair market value of $262,500. This was recognized as a prepaid asset and will be amortized to expense over the life of the agreement. During the nine months ended March 31, 2017, the Company issued 3,216,666 shares to lenders as commitment fees at the fair market value of $316,000, of which $175,000 was recognized as general and administrative expense and $141,000 was recognized as a prepaid asset and will be amortized to expense over the life of the agreement. During the nine months ended March 31, 2017, holders of convertible notes elected to convert debt of $250,000 into 2,083,334 shares of common stock. During the nine months ended March 31, 2017, the Company issued 102,374 shares of common stock to a lender, in exchange for interest due, in the amount of $12,285. During the nine months ended March 31, 2017, the Company issued 400,000 shares in connection with the issuance of the September 2016 promissory note and the February 2017 convertible debenture. During the nine months ended March 31, 2017, the Company cancelled 194,059 common shares. Stock Warrants A summary of activity of the Company’s stock warrants for the nine months ended March 31, 2017 is presented below: Weighted Weighted Average Weighted Average Remaining Average Exercise Number of Contractual Grant Date Price Warrants Term in Years Fair Value Balance as of June 30, 2016 $ 0.11 39,262,305 $ 0.15 Expired 0.18 (555,555 ) 0.14 Granted 0.16 8,013,628 0.11 Exercised 0.06 (12,500,000 ) 0.15 Cancelled 0.13 (2,104,637 ) 0.15 Balance as of March 31, 2017 $ 0.13 32,115,741 3.12 $ 0.14 Vested and exercisable as of March 31, 2017 $ 0.13 32,115,741 3.12 $ 0.14 Outstanding warrants at March 31, 2017 expire during the period April 2017 to March 2022 and have exercise prices ranging from $0.06 to $0.30. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 8 – STOCK-BASED COMPENSATION The Company follows FASB Accounting Standards Codification (“ASC”) 718 “Compensation — Stock Compensation” In October 2009, the Board of Directors authorized the approval of a stock option plan covering 7,500,000 shares of common stock, which was increased to 10,000,000 shares in December 2009 and approved by stockholders in January 2010. The Plan provides for the direct issuance of common stock and the grant of incentive and non-incentive stock options. As of March 31, 2017, 9,200,000 options have been granted, with terms ranging from five to ten years, and 800,000 have been cancelled. The balance outstanding at March 31, 2017 was 8,400,000. In March 2012, 3,500,000 stock options, with a term of five years, were granted outside of a stock option plan. In March, 2017, the term of these options was extended for an additional five years. In January 2013, the Board of Directors authorized the approval of a stock option plan covering 20,000,000 shares of common stock, which was increased to 60,000,000 shares in March 2013 and approved by stockholders in March 2013. The Plan provides for the direct issuance of common stock and the grant of incentive and non-incentive stock options. As of March 31, 2017, 72,653,473 options have been granted, with terms ranging from five to ten years, 3,325,000 have been exercised and 15,886,559 have been cancelled. The balance outstanding at March 31, 2017 was 53,441,914. On February 17, 2016, the Shareholders approved the 2015 Employee Benefit and Consulting Services Compensation Plan covering 15,000,000 shares. The Plan provides for the direct issuance of common stock and the grant of incentive and non-incentive stock options. As of March 31, 2017, 2,800,000 options have been granted with a term of five years, and 1,625,000 have been cancelled. The balance outstanding at March 31, 2017 was 1,175,000. In June 2016, 6,000,000 stock options, with a term of ten years, were granted outside of a stock option plan. During the nine months ended March 31, 2017, 3,000,000 options were cancelled. Incentive Stock Options: The following assumptions were used for the periods indicated: Nine Months Ended March 31, 2017 2016 Expected volatility 140.73 % 142.05 % Expected dividend yield - - Risk-free interest rates 1.25 % 1.19 % Expected term (in years) 3.0 to 5.0 3.0 to 5.0 The computation of expected volatility during the nine months ended March 31, 2017 and 2016 was based on the historical volatility. Historical volatility was calculated from historical data for the time approximately equal to the expected term of the option award starting from the grant date. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant for the period corresponding with the expected life of the option. A summary of the activity of the Company’s stock options for the nine months ended March 31, 2017 is presented below: Weighted Weighted Weighted Average Average Average Number of Remaining Optioned Aggregate Exercise Optioned Contractual Grant Date Intrinsic Price Shares Term in Years Fair Value Value Balance as of June 30, 2016 $ 0.08 75,375,248 $ 0.11 $ 3,771,601 Expired - - - Granted 0.12 2,500,000 0.10 Exercised - - - Cancelled 0.12 (8,358,334 ) 0.12 Balance as of March 31, 2017 $ 0.08 69,516,914 5.15 $ 0.11 $ 4,340,520 Vested and exercisable as of March 31, 2017 $ 0.07 64,608,580 4.64 $ 0.11 $ 4,309,020 Outstanding options at March 31, 2017, expire during the period January 2018 to June 2026 and have exercise prices ranging from $0.05 to $0.17. Compensation expense associated with stock options for the three months ended March 31, 2017 and 2016 was $(76,259) and $98,316, respectively, and $664,530 and $1,439,221 for the nine months ended March 31, 2017 and 2016, respectively, and was included in general and administrative expenses in the consolidated statements of operations. At March 31, 2017, the Company had 4,908,334 shares of nonvested stock option awards. The total cost of nonvested stock option awards which the Company had not yet recognized was $403,944 at March 31, 2017. Such amounts are expected to be recognized over a period of 2.5 years. Restricted Stock: Number of Nonvested, Weighted Nonissued Average Restricted Grant Date Share Awards Fair Value Nonvested, nonissued restricted shares outstanding at June 30, 2016 1,000,000 $ 0.42 Granted - - Vested (500,000 ) 0.42 Forfeited - - Nonvested, nonissued restricted shares outstanding at March 31, 2017 500,000 $ 0.42 Compensation expense associated with restricted stock for the three months ended March 31, 2017, and 2016, was $51,781 and $52,356, respectively, and $157,644 and $193,219 for the nine months ended March 31, 2017, and 2016, respectively, and was included in general and administrative expenses in the consolidated statements of operations. The total cost of nonvested stock awards which the Company had not yet recognized was $60,411 at March 31, 2017. This amount is expected to be recognized over a period of 0.5 years. Agreements with Officers and Employees: |
Loss Per Share
Loss Per Share | 9 Months Ended |
Mar. 31, 2017 | |
LOSS PER COMMON SHARE | |
Loss Per Share | NOTE 9 – LOSS PER SHARE The Company follows ASC 260, “Earnings Per Share”, The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 (unaudited) (unaudited) Net loss $ (1,164,684 ) $ (752,360 ) $ (4,948,833 ) $ (4,138,967 ) Weighted average common shares outstanding: Basic and diluted 339,943,771 322,675,999 333,385,603 316,418,240 Basic and diluted loss per share $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) For the three and nine months ended March 31, 2017 and 2016, 32,115,741 and 35,466,779 stock warrants, respectively, were excluded from diluted earnings per share because they are considered anti-dilutive. For the three and nine months ended March 31, 2017 and 2016, 69,516,914 and 64,625,248 stock options, respectively, were excluded from diluted earnings per share because they are considered anti-dilutive. |
Revenue
Revenue | 9 Months Ended |
Mar. 31, 2017 | |
Revenue | |
Revenue | NOTE 10- REVENUE During the three months ended March 31, 2017, the Company recognized revenues of $2,500 compared with revenues of $225,000 recognized during the three months ended March 31, 2016. For the nine months ended March 31, 2017, the Company recognized revenues of $27,000 from merchandise samples compared with revenues of $225,000 from a development assistance contract recognized in the comparable period of 2016. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 - COMMITMENTS AND CONTINGENCIES Agreement with Rice University On August 20, 2008, Solterra entered into a License Agreement with Rice University, which was amended and restated on September 26, 2011; also on September 26, 2011, QMC entered into a new License Agreement with Rice (collectively the “Rice License Agreements”). On August 21, 2013, QMC and Solterra each entered into a second amended license agreements with Rice University. QMC and Solterra entered into third amended license agreements with Rice University on March 15 and 24, 2016, respectively. The Rice License Agreements, as amended, require the payment of certain patent fees to Rice and for QMC and Solterra to meet certain milestones by specific dates. Pursuant to the Solterra Rice License Agreement, as amended, Rice is entitled to receive, during the term, certain royalties of adjusted gross sales (as defined therein) ranging from 2% to 4% for photovoltaic cells and 7.5% of adjusted gross sales for QDs sold in electronic and medical applications. The Company had verbal agreements with Rice University to modify the minimum royalty due dates that results in the Company being in full compliance with the agreements at March 31, 2017. On June 11, 2017 , the Company executed the revised agreements. Per the revised agreements, both Quantum Materials and Solterra shall pay to Rice a non-refundable, non-creditable annual maintenance fee of $10,000 (“Maintenance Fee”) each January 1, beginning on January 1, 2018 and each year thereafter until the first Sale of a Rice Licensed Product. Licensee’s obligation to pay the Maintenance Fee shall terminate upon first Sale of a Rice Licensed Product unless otherwise specified. In addition, Quantum Materials and Solterra shall pay to Rice an annual minimum royalty payment of $50,000 (“Annual Minimum Royalty”) on January 1 immediately following the first Sale of a Rice Licensed Product and each January 1 of every year thereafter for the term of the revised agreements, regardless of whether sales occur on an ongoing basis. The Annual Minimum Royalty shall be creditable towards royalties due in each respective royalty year, January 1 to December 31, following the due date. Agreement with University of Arizona Solterra entered into an exclusive Patent License Agreement with the University of Arizona (“UA”) in July 2009. On March 3, 2017, Solterra entered into an amended license agreement with UA. Pursuant to UA License Agreement, as amended, Solterra is obligated to pay minimum annual royalties of $50,000 by June 30, 2017, $125,000 by September 15, 2017 and $200,000 on each June 30th thereafter, subject to adjustments for increases in the consumer price index. Such minimum royalty payments shall be credited against royalties due in each respective royalty year, July 1 to June 30, following the due date. Royalties based on net sales are 2% of net sales of licensed products for non-display electronic component applications and 2.5% of net sales of licensed products for printed electronic displays. The UA License Agreements and subsequent amendments have been filed on Form 8-K and are incorporated by reference herein. The Company is in the process of renegotiating the minimum royalty commitments and while oral modifications have been agreed to a final amendment has not been finalized. As of March 31, 2017, no royalties have been accrued for this obligation. Agreement with Texas State University The Company entered into a Service Agreement with Texas State University (“TSU”) by which the Company occupies certain office and lab space at TSU’s STAR Park (Science Technology and Advanced Research) Facility. The agreement is month-to-month and can be terminated with 60-days written notice of either party. |
Income Tax
Income Tax | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 12 – INCOME TAX The Company follows ASC 740 “Income Taxes” The Company assesses the likelihood that deferred tax assets will be recovered from the existing deferred tax liabilities or future taxable income. To the extent the Company believes that recovery will not meet the more likely than not threshold, it establishes a valuation allowance. The Company has recorded valuation allowances in the U.S. for its net deferred tax assets since management believes it is more likely than not that these assets will not be realized because future taxable income necessary to utilize these losses cannot be established or projected. The Company had approximately $25,560,000 in U.S. net operating loss (“NOL”) carryforwards that expire beginning in 2029 as of its fiscal year ending June 30, 2016, and $29,079,000 in NOL’s available as of March 31, 2017 prior to any reductions under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”). Section 382 provides that a corporation that undergoes an “ownership change”, as defined therein, is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. The Company completed an evaluation study whether an “ownership change” had occurred and determined that the limitation would be approximately $750,000, thereby reducing the net operating loss at March 31, 2017 to approximately $28,329,000. The Company has recorded a valuation allowance on the entire NOL as it believes that it is more likely than not that all of the deferred tax asset associated with the NOLs will not be realized regardless of whether an “ownership change” has occurred. When a company operates in a jurisdiction that generates ordinary losses but does not expect to realize them, ASC 740-270-30-36(a) requires the exclusion of the respective jurisdiction from the overall annual effective tax rate (“AETR”) calculation and instead, a separate AETR should be computed. The Company operates in one jurisdiction and has determined that its deferred tax assets are not realizable on a more likely than not basis and has recorded a full valuation allowance. The effective income tax rate for the three months and nine months ended March 31, 2017 and 2016 was 0%. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION The following is supplemental cash flow information: Nine Months Ended March 31, 2017 2016 (unaudited) Cash paid for interest $ 20,584 $ 20,055 Cash paid for income taxes $ - $ - The following is supplemental disclosure of non-cash investing and financing activities: Nine Months Ended March 31, 2017 2016 (unaudited) Conversion of debentures into shares of common stock $ 250,000 $ - Allocated value of common stock and warrants issued with convertible debentures $ 391,237 $ - Stock warrants issued for conversion of accrued salaries $ - $ 409,667 Prepaid expense paid in shares of common stock $ 292,387 $ 131,655 Prepaid expense financed with debt $ 210,000 $ - Cancellation of shares $ 194 $ - Financing of prepaid insurance $ 7,281 $ 20,024 |
Transactions with Affiliated Pa
Transactions with Affiliated Parties | 9 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliated Parties | NOTE 14 – TRANSACTIONS WITH AFFILIATED PARTIES During the nine months ended March 31, 2017, the Company issued a convertible debenture to a family member of a key executive for proceeds of $200,000. This transaction is described in more detail in Note 5 under the heading April – June, August, October and November 2016 Convertible Debentures. In September 2016, the Company’s former Chief Financial Officer loaned the Company $100,000 to provide short-term bridge financing. This transaction is described in more detail in Note 6 under the heading “Promissory Note”. The Company repaid the loan on October 11, 2016. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | NOTE 15 – RECENTLY ISSUED ACCOUNTING STANDARDS In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases, In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. In August 2014, the FASB issued ASU No. 2014-15 Preparation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of the Effective Date, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. |
Equity Purchase Agreement and R
Equity Purchase Agreement and Registration Rights | 9 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity Purchase Agreement and Registration Rights | NOTE 16 – EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS Equity Purchase Agreement On March 29, 2017, the Company entered into an equity purchase agreement (“Eloc”) with SBI and L2 Capital to purchase from them up to $5,000,000 of the Company’s common stock. Pursuant to the terms of the equity agreement, for a period of up to four years, SBI and L2 Capital are committed to purchase at the election of the Company, assuming an effective registration statement, and upon delivery by the Company of a put notice to Put Shares (as defined in the Eloc) (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount up to the lesser of (a) $250,000 or (b) 150% of the average daily trading value; provided such minimum amount of Put Shares may be decreased and such maximum amount of Put Shares may be increased, subject to the Company’s approval. Unless otherwise agreed to in writing by SBI and L2 Capital, the amount in the Put Notice shall be allocated pro rata among the participating investors based upon the Maximum Commitment Amount as defined in the Eloc. The purchase price of the Put Shares shall mean 80% of the market price (i.e. the lowest closing bid price for any trading day during the Valuation Period as defined in the Eloc). If 80% of the lowest closing bid price on the OTCQB for any trading day during the respective Valuation Period (as defined in Eloc) is less than the Company minimum price of $.12 per share, then SBI and/or L2 Capital may elect to purchase all or none of the Put Shares at the Company minimum price. As further consideration for SBI and L2 Capital entering into the Eloc, the Company agreed to pay SBI and L2 Capital $63,000 and $147,000, respectively, in promissory notes. These promissory notes bear interest at 8% per annum and have a maturity date of nine months from the date of issuance. These notes are not convertible unless there is an Event of Default as defined in the notes. Registration Rights Agreement On March 29, 2016, the Company entered into a registration rights agreement with SBI and L2 Capital. Pursuant to said agreement, the Company is required to file a registration statement with the Securities and Exchange Commission to register the shares of common stock under the Eloc and all shares of common stock underlying the notes and warrants issued to SBI and L2 Capital in connection with the Eloc and loan transactions described above. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 - SUBSEQUENT EVENTS In April 2017, the Company issued 2,500,000 common shares for consulting services. The cost of this issuance was recognized as a prepaid asset and will be amortized to expense over the life of the agreement. In April 2017, the Company issued 595,238 common shares for consulting services. The cost of this issuance was recognized as a prepaid asset and will be amortized to expense over the life of the agreement. On or about April 27, 2017 the Company executed a funded collaboration agreement by which Quantum will work with Freschfield to integrate Quantum Materials Corp advanced Nanomaterials including quantum dot-based solar photovoltaics into Freschfield’s SmartSkinz. Freschfield has synthesized solar and hydrogen fuel cell technologies into an outer layer building skin – SmartSkinz – which creates a perpetual carbon-free energy source, under any weather condition, time of day and location. Quantum Materials’ development will focus on developing and deploying advanced nanomaterials to optimize system performance on several levels including the building-integrated photovoltaics (BIPV) component of SmartSkinz. Under terms of the agreement, Freschfield will fund development by providing $1 million over four quarters to Quantum Materials beginning June 2017. On May 1, 2017, a Special Meeting of Stockholders was held by Quantum Materials Corp. At the Stockholder Meeting a quorum of 215,995,100 shares of common stock were present in person or by proxy. At the Special Meeting, the stockholders approved the filing of an amendment to the Corporation’s Articles of Incorporation to increase the number of authorized shares of $.001 par value common stock from 400,000,000 shares to 750,000,000 shares. Of the 215,995,100 shares of common stock that were present at the meeting in person or by proxy, 199,175,046 shares of common stock were voting in favor of the proposal, 15,870,085 shares against and 949,969 shares abstained from voting. On May 4, 2017, the Company received $200,000 from L2 Capital and SBI in conjunction with their equity purchase agreement. On May 5, 2017, the Company issued a total of 6,125,000 common shares for consulting services. The cost of these issuances were recognized as a prepaid asset and will be amortized to expense over the life of the agreements. On May 19, 2017, the Company entered into two waiver and consent agreements with Lincoln Park Capital Fund, LLC (“Lincoln Park”) whereby the parties agreed that the prior equity line of credit agreement entered into on November 8, 2016 is canceled and various covenants made with respect to a $200,000 loan were waived in connection with certain loan transactions and in consideration thereof, the Company agreed to issue 1,000,000 shares of common stock to Lincoln Park in settlement of all claims. In June 2017, the Company issued 771,211 shares for the conversion of $85,000 of convertible debentures plus accrued interest. In June 2017, the Company issued 3,500,000 shares for consulting services. The cost of this issuance will be expensed during the three months ended June 30, 2017. In June 2017, the Company issued a total of 5,333,333 shares for consulting services. The cost of these issuances was recognized as a prepaid asset and will be amortized to expense over the life of the agreement. In June 2017, the Company issued a total of 717,945 common shares to various noteholders in payment of interest on convertible debentures. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The accompanying consolidated financial statements include the accounts of Quantum Materials Corp. and its wholly owned subsidiary, Solterra Renewable Technologies, Inc. (collectively referred to as the “Company”). The consolidated financial statements of the Company as of and for the nine months ended March 31, 2017 are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended June 30, 2016. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the U.S. In the opinion of management, the accompanying unaudited financial information includes all adjustments necessary for a fair presentation of the interim financial information. Operating results for the interim periods are not necessarily indicative of the results of any subsequent periods. Certain information in the footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted for the interim periods presented under the United States Securities and Exchange Commission (“SEC”) rules and regulations. As such, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016. |
Nature of Operations | Nature of Operations The Company is a nanotechnology company specializing in the design, development, production and supply of quantum dots, including tetrapod quantum dots, a high-performance variant of quantum dots, and highly uniform nanoparticles, using its patented automated continuous flow production process. Quantum dots and other nanoparticles are expected to be increasingly utilized in a range of applications in the life sciences, television and display, solid state lighting, solar energy, battery, security ink, and sensor sectors of the market. Key uncertainties and risks to the Company include, but are not limited to, if and how quickly various industries adopt and fully embrace quantum dot technology and technological changes, including those developed by the Company’s competitors, rendering the Company’s technology uncompetitive or obsolete. |
Going Concern | Going Concern The Company recorded losses from continuing operations in the current period presented and has a history of losses. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, obtain revenues from operations, raise additional capital, and/or obtain debt financing. In conjunction with anticipated revenue streams, management is currently negotiating equity and debt financing, the proceeds from which would be used to settle outstanding debts, to finance operations, and for general corporate purposes. However, there can be no assurance that the Company will be able to raise capital, obtain debt financing, or improve operating results sufficiently to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: March 31, 2017 June 30, 2016 (unaudited) Furniture and fixtures $ 1,625 $ 1,625 Computers and software 11,447 11,447 Machinery and equipment 944,615 911,744 957,687 924,816 Less: accumulated depreciation 222,351 150,142 Total property and equipment, net $ 735,336 $ 774,674 |
Licenses and Patents (Tables)
Licenses and Patents (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Licenses and Patents | Licenses and patents consisted of the following: March 31, 2017 June 30, 2016 (unaudited) William Marsh Rice University $ 40,000 $ 40,000 University of Arizona 15,000 15,000 Bayer acquired patents 137,743 137,743 192,743 192,743 Less: accumulated amortization 104,167 75,256 Total licenses and patents, net $ 88,576 $ 117,487 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Convertible Debentures | The following table sets forth the fair value of the Company’s convertible debentures as of March 31, 2017, and June 30, 2016: March 31, 2017 June 30, 2016 (unaudited) Carrying Fair Carrying Fair Amount Value Amount Value Convertible debentures issued in September 2014 $ 25,050 $ 44,093 $ 25,050 $ 21,710 Convertible debentures issued in January 2015 $ 500,000 $ 1,166,667 $ 500,000 $ 1,083,333 Convertible debentures issued in April - June 2016 $ 1,465,000 $ 1,958,670 $ 1,565,000 $ 1,695,417 Convertible debenture issued in August 2016 $ 200,000 $ 253,711 $ - $ - Convertible debenture issued in November 2016 $ 200,000 $ 245,990 $ - $ - Convertible debentures issued in January - March 2017 $ 260,000 $ 303,334 $ - $ - Convertible debenture issued in February 2017 $ 100,000 $ 116,667 $ - $ - Convertible debenture issued in March 2017 $ 150,000 $ 175,000 $ - $ - Convetible promissory notes issued in March 2017 $ 541,850 $ 632,158 $ - $ - |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | The following table sets forth activity associated with the convertible debentures: March 31, 2017 June 30, 2016 (unaudited) Convertible debentures issued in September 2014 $ 25,050 $ 25,050 Convertible debentures issued in January 2015 500,000 500,000 Convertible debentures issued in April - June 2016 1,565,000 1,565,000 Convertible debenture issued in August 2016 200,000 - Convertible promissory note issued in September 2016 100,000 - Convertible debenture issued in October 2016 50,000 - Convertible debenture issued in November 2016 200,000 - Convertible debentures issued in January - March 2017 260,000 - Convertible debenture issued in February 2017 100,000 - Convertible debenture issued in March 2017 150,000 - Convertible promissory notes issued in March 2017 541,850 - 3,691,900 2,090,050 Less: amount converted to shares 250,000 - Total convertible debentures outstanding 3,441,900 2,090,050 Less: unamortized discount 550,415 527,350 Less: debt issuance costs 82,873 115,342 2,808,612 1,447,358 Less: current portion 1,115,164 407,702 Total convertible debentures, net of current portion $ 1,693,448 $ 1,039,656 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Activity of Company's Stock Warrants | A summary of activity of the Company’s stock warrants for the nine months ended March 31, 2017 is presented below: Weighted Weighted Average Weighted Average Remaining Average Exercise Number of Contractual Grant Date Price Warrants Term in Years Fair Value Balance as of June 30, 2016 $ 0.11 39,262,305 $ 0.15 Expired 0.18 (555,555 ) 0.14 Granted 0.16 8,013,628 0.11 Exercised 0.06 (12,500,000 ) 0.15 Cancelled 0.13 (2,104,637 ) 0.15 Balance as of March 31, 2017 $ 0.13 32,115,741 3.12 $ 0.14 Vested and exercisable as of March 31, 2017 $ 0.13 32,115,741 3.12 $ 0.14 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Valuation Assumptions Used to Estimate Fair Value of Stock Options | The following assumptions were used for the periods indicated: Nine Months Ended March 31, 2017 2016 Expected volatility 140.73 % 142.05 % Expected dividend yield - - Risk-free interest rates 1.25 % 1.19 % Expected term (in years) 3.0 to 5.0 3.0 to 5.0 |
Summary of Award Activity Under Stock Option Plans | A summary of the activity of the Company’s stock options for the nine months ended March 31, 2017 is presented below: Weighted Weighted Weighted Average Average Average Number of Remaining Optioned Aggregate Exercise Optioned Contractual Grant Date Intrinsic Price Shares Term in Years Fair Value Value Balance as of June 30, 2016 $ 0.08 75,375,248 $ 0.11 $ 3,771,601 Expired - - - Granted 0.12 2,500,000 0.10 Exercised - - - Cancelled 0.12 (8,358,334 ) 0.12 Balance as of March 31, 2017 $ 0.08 69,516,914 5.15 $ 0.11 $ 4,340,520 Vested and exercisable as of March 31, 2017 $ 0.07 64,608,580 4.64 $ 0.11 $ 4,309,020 |
Summary of Award Activity Under Restricted Stock Plans | A summary of the activity of the Company’s restricted stock awards for the nine months ended March 31, 2017 is presented below: Number of Nonvested, Weighted Nonissued Average Restricted Grant Date Share Awards Fair Value Nonvested, nonissued restricted shares outstanding at June 30, 2016 1,000,000 $ 0.42 Granted - - Vested (500,000 ) 0.42 Forfeited - - Nonvested, nonissued restricted shares outstanding at March 31, 2017 500,000 $ 0.42 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
LOSS PER COMMON SHARE | |
Schedule of Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 (unaudited) (unaudited) Net loss $ (1,164,684 ) $ (752,360 ) $ (4,948,833 ) $ (4,138,967 ) Weighted average common shares outstanding: Basic and diluted 339,943,771 322,675,999 333,385,603 316,418,240 Basic and diluted loss per share $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) |
Supplemental Cash Flow Inform32
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following is supplemental cash flow information: Nine Months Ended March 31, 2017 2016 (unaudited) Cash paid for interest $ 20,584 $ 20,055 Cash paid for income taxes $ - $ - The following is supplemental disclosure of non-cash investing and financing activities: Nine Months Ended March 31, 2017 2016 (unaudited) Conversion of debentures into shares of common stock $ 250,000 $ - Allocated value of common stock and warrants issued with convertible debentures $ 391,237 $ - Stock warrants issued for conversion of accrued salaries $ - $ 409,667 Prepaid expense paid in shares of common stock $ 292,387 $ 131,655 Prepaid expense financed with debt $ 210,000 $ - Cancellation of shares $ 194 $ - Financing of prepaid insurance $ 7,281 $ 20,024 |
Basis of Presentation - (Detail
Basis of Presentation - (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 2,345,450 | |
Net cash in operating activities | $ (1,782,458) | $ (1,293,250) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 25,257 | $ 21,853 | $ 72,209 | $ 63,853 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Property and equipment, gross | $ 957,687 | $ 924,816 |
Less: accumulated depreciation | 222,351 | 150,142 |
Total property and equipment, net | 735,336 | 774,674 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 1,625 | 1,625 |
Computers and Software [Member] | ||
Property and equipment, gross | 11,447 | 11,447 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | $ 944,615 | $ 911,744 |
Licenses and Patents (Details N
Licenses and Patents (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Amortization expense | $ 9,637 | $ 9,637 | $ 28,911 | $ 28,911 |
Licenses and Patents - Schedule
Licenses and Patents - Schedule of Licenses and Patents (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Licenses and patents, gross | $ 192,743 | $ 192,743 |
Less: accumulated amortization | 104,167 | 75,256 |
Total licenses and patents, net | 88,576 | 117,487 |
William Marsh Rice University [Member] | ||
Licenses and patents, gross | 40,000 | 40,000 |
University of Arizona [Member] | ||
Licenses and patents, gross | 15,000 | 15,000 |
Bayer Acquired Patents [Member] | ||
Licenses and patents, gross | $ 137,743 | $ 137,743 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments - Schedule of Fair Value of Convertible Debentures (Details) - Level 2 [Member] - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Convertible Debentures Issued in September 2014 [Member] | Carrying Value [Member] | ||
Convertible debentures | $ 25,050 | $ 25,050 |
Convertible Debentures Issued in September 2014 [Member] | Fair Value [Member] | ||
Convertible debentures | 44,093 | 21,710 |
Convertible Debentures Issued in January 2015 [Member] | Carrying Value [Member] | ||
Convertible debentures | 500,000 | 500,000 |
Convertible Debentures Issued in January 2015 [Member] | Fair Value [Member] | ||
Convertible debentures | 1,166,667 | 1,083,333 |
Convertible Debentures Issued in April - June 2016 [Member] | Carrying Value [Member] | ||
Convertible debentures | 1,465,000 | 1,565,000 |
Convertible Debentures Issued in April - June 2016 [Member] | Fair Value [Member] | ||
Convertible debentures | 1,958,670 | 1,695,417 |
Convertible Debenture Issued in August 2016 [Member] | Carrying Value [Member] | ||
Convertible debentures | 200,000 | |
Convertible Debenture Issued in August 2016 [Member] | Fair Value [Member] | ||
Convertible debentures | 253,711 | |
Convertible Debentures Issued in November 2016 [Member] | Carrying Value [Member] | ||
Convertible debentures | 200,000 | |
Convertible Debentures Issued in November 2016 [Member] | Fair Value [Member] | ||
Convertible debentures | 245,990 | |
Convertible debentures issued in January-March 2017 [Member] | Carrying Value [Member] | ||
Convertible debentures | 260,000 | |
Convertible debentures issued in January-March 2017 [Member] | Fair Value [Member] | ||
Convertible debentures | 303,334 | |
Convertible Debenture Issued in February 2017 [Member] | Carrying Value [Member] | ||
Convertible debentures | 100,000 | |
Convertible Debenture Issued in February 2017 [Member] | Fair Value [Member] | ||
Convertible debentures | 116,667 | |
Convertible Debenture Issued in March 2017 [Member] | Carrying Value [Member] | ||
Convertible debentures | 150,000 | |
Convertible Debenture Issued in March 2017 [Member] | Fair Value [Member] | ||
Convertible debentures | 175,000 | |
Convertible Promissory Notes Issued in March 2017 [Member] | Carrying Value [Member] | ||
Convertible debentures | 541,850 | |
Convertible Promissory Notes Issued in March 2017 [Member] | Fair Value [Member] | ||
Convertible debentures | $ 632,158 | |
Convertible debenture issued in November 2016 [Member] | Carrying Value [Member] | ||
Convertible debentures | ||
Convertible debenture issued in November 2016 [Member] | Fair Value [Member] | ||
Convertible debentures |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | Nov. 30, 2016 | Oct. 31, 2016 | Oct. 10, 2016 | Jan. 15, 2015 | Sep. 16, 2014 | Mar. 31, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 3,691,900 | $ 3,691,900 | $ 2,090,050 | $ 3,691,900 | |||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% | ||||||||||
Convertible promissory note | $ 2,808,612 | $ 2,808,612 | $ 1,447,358 | $ 2,808,612 | |||||||||
Proceeds from issuance of convertible debenture | 1,360,000 | ||||||||||||
Accretion of debt discount | $ (100,566) | $ (43,903) | $ (400,423) | (129,127) | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Beneficial conversion expense | $ 102,797 | $ 197,095 | |||||||||||
Debt conversion of converted amount | $ 541,850 | ||||||||||||
Unregistered and restricted shares issued for conversion of debentures | 1,250,000 | 2,083,334 | |||||||||||
Common stock issued for warrant exercises, shares | 2,500,000 | ||||||||||||
Debt original issue discount | $ 82,873 | $ 82,873 | $ 82,873 | ||||||||||
Amortization expense | 16,139 | 0 | 47,469 | 0 | |||||||||
September 2014 Convertible Debenture [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 500,050 | ||||||||||||
Debt interest rate | 6.00% | ||||||||||||
Debenture, conversion price | $ 0.15 | ||||||||||||
Percentage of strike price per share | $ 0.30 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Maturity date description | September 16, 2019 and October 30, 2019 | ||||||||||||
Interest expense | 376 | 380 | 1,144 | 1,148 | |||||||||
Convertible promissory note | 25,050 | 25,050 | 25,050 | ||||||||||
January 2015 Convertible Debenture [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debenture, conversion price | $ 0.06 | ||||||||||||
Interest expense | 9,863 | 9,973 | 30,027 | 30,137 | |||||||||
Convertible promissory note | 500,000 | 500,000 | 500,000 | ||||||||||
Proceeds from issuance of convertible debenture | $ 500,000 | ||||||||||||
Warrants exercise price per share | $ 0.06 | ||||||||||||
Debt instruments maturity date | Jan. 15, 2018 | Jan. 15, 2017 | |||||||||||
Warrants converted into common stock | 6,250,000 | ||||||||||||
Proceeds from issuance of warrants | $ 375,000 | ||||||||||||
Allocated value of warrants related to debenture | $ 348,105 | ||||||||||||
Accretion of debt discount | 0 | 43,903 | 92,298 | 129,127 | |||||||||
April - June, August, October and November 2016 Convertible Debentures [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Interest expense | 37,300 | 0 | 108,276 | 0 | |||||||||
Convertible promissory note | 1,865,000 | 1,865,000 | 1,865,000 | ||||||||||
Warrants exercise price per share | $ 0.15 | ||||||||||||
Warrants converted into common stock | 4,166 | ||||||||||||
Accretion of debt discount | 69,156 | 0 | 235,697 | 0 | |||||||||
Sale of stock transaction during period, shares | 200 | 50 | 200 | 1,565 | |||||||||
Sale of stock transaction during period | $ 200,000 | $ 50,000 | $ 200,000 | $ 1,565,000 | |||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Fair value of warrants | 609,595 | ||||||||||||
Beneficial conversion expense | 0 | 0 | 64,775 | 0 | |||||||||
Debt conversion of converted amount | $ 150,000 | ||||||||||||
Debt conversion of converted shares | 1,250,000 | ||||||||||||
April - June, August, October and November 2016 Convertible Debentures [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 1,000 | ||||||||||||
Warrants exercise price per share | $ 0.12 | ||||||||||||
September 2016 Convertible Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 100,000 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debenture, conversion price | $ 0.12 | ||||||||||||
Interest expense | 2,622 | 0 | $ 8,000 | 0 | |||||||||
Convertible promissory note | $ 0 | 0 | 0 | ||||||||||
Proceeds from issuance of convertible debenture | $ 100,000 | ||||||||||||
Warrants exercise price per share | $ 0.12 | ||||||||||||
Debt instruments maturity date | May 15, 2017 | ||||||||||||
Warrants converted into common stock | 250,000 | ||||||||||||
Proceeds from issuance of warrants | $ 29,522 | ||||||||||||
Accretion of debt discount | 14,957 | 0 | 29,522 | 0 | |||||||||
Beneficial conversion expense | $ 0 | 0 | $ 29,523 | 0 | |||||||||
Unregistered and restricted shares issued for conversion of debentures | 200,000 | ||||||||||||
September 2016 Convertible Promissory Note [Member] | Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion of converted shares | 833,333 | ||||||||||||
September 2016 Convertible Promissory Note [Member] | Accrued Interest [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion of converted shares | 66,667 | ||||||||||||
January-March, 2017 Convertible Debentures [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% | ||||||||||
Debenture, conversion price | $ 0.12 | $ 0.12 | $ 0.12 | ||||||||||
Interest expense | $ 3,343 | 0 | $ 3,343 | 0 | |||||||||
Convertible promissory note | $ 260,000 | $ 260,000 | $ 260,000 | ||||||||||
Warrants exercise price per share | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||||
Warrants converted into common stock | 4,166 | 4,166 | 4,166 | ||||||||||
Accretion of debt discount | $ 6,985 | 0 | |||||||||||
Sale of stock transaction during period, shares | 2,600 | ||||||||||||
Sale of stock transaction during period | $ 260,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Fair value of warrants | $ 73,250 | ||||||||||||
Beneficial conversion expense | 62,400 | 0 | |||||||||||
January-March, 2017 Convertible Debentures [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 1,000 | $ 1,000 | 1,000 | ||||||||||
February 2017 Convertible Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Debenture, conversion price | $ 0.12 | $ 0.12 | $ 0.12 | ||||||||||
Maturity date description | The promissory note has a term of eight months maturing on October 1, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. | ||||||||||||
Interest expense | $ 8,000 | 0 | $ 8,000 | 0 | |||||||||
Convertible promissory note | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Proceeds from issuance of convertible debenture | $ 100,000 | ||||||||||||
Warrants exercise price per share | $ 0.12 | $ 0.12 | $ 0.12 | ||||||||||
Debt instruments maturity date | Oct. 1, 2017 | ||||||||||||
Warrants converted into common stock | 250,000 | 250,000 | 250,000 | ||||||||||
Proceeds from issuance of warrants | $ 24,733 | ||||||||||||
Accretion of debt discount | $ 6,060 | 0 | $ 6,060 | 0 | |||||||||
Unregistered and restricted shares issued for conversion of debentures | 200,000 | ||||||||||||
March 2017 Convertible Debenture [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument principal amount | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||
Debenture, conversion price | $ 0.12 | $ 0.12 | $ 0.12 | ||||||||||
Maturity date description | The promissory note has a term of eight months maturing on November 28, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. | ||||||||||||
Interest expense | $ 12,000 | 0 | $ 12,000 | 0 | |||||||||
Convertible promissory note | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||
Proceeds from issuance of convertible debenture | $ 150,000 | ||||||||||||
Warrants exercise price per share | $ 0.12 | $ 0.12 | $ 0.12 | ||||||||||
Debt instruments maturity date | Nov. 28, 2017 | ||||||||||||
Warrants converted into common stock | 375,000 | 375,000 | 375,000 | ||||||||||
Accretion of debt discount | $ 3,407 | 0 | $ 3,407 | 0 | |||||||||
Fair value of warrants | $ 27,897 | ||||||||||||
Beneficial conversion expense | $ 40,397 | 0 | $ 40,397 | 0 | |||||||||
March 2017 Convertible Promissory Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 6.00% | 6.00% | 6.00% | ||||||||||
Interest expense | $ 138 | 0 | $ 138 | 0 | |||||||||
Proceeds from issuance of convertible debenture | $ 285,000 | ||||||||||||
Warrants exercise price per share | $ 0.13 | $ 0.13 | $ 0.13 | ||||||||||
Accretion of debt discount | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Fair value of warrants | $ 86,673 | ||||||||||||
Debt original issue discount | $ 31,850 | $ 31,850 | $ 31,850 | ||||||||||
March 2017 Convertible Promissory Notes [Member] | SBI Investment LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 50.00% | 50.00% | 50.00% | ||||||||||
Warrants converted into common stock | 253,525 | 253,525 | 253,525 | ||||||||||
Sale of stock transaction during period, shares | 5,000,000 | ||||||||||||
Commitment fees | $ 63,000 | ||||||||||||
March 2017 Convertible Promissory Notes [Member] | L2 Capital, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 50.00% | 50.00% | 50.00% | ||||||||||
Warrants converted into common stock | 760,576 | 760,576 | 760,576 | ||||||||||
Sale of stock transaction during period, shares | 5,000,000 | ||||||||||||
Commitment fees | $ 147,000 | ||||||||||||
March 2017 Convertible Promissory Notes [Member] | Equity Purchase Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% |
Convertible Debentures - Schedu
Convertible Debentures - Schedule of Convertible Debentures (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Convertible debenture | $ 3,691,900 | $ 2,090,050 |
Less: amount converted to shares | 250,000 | |
Total convertible debentures outstanding | 3,441,900 | 2,090,050 |
Less: unamortized discount | 550,415 | 527,350 |
Less: debt issuance costs | 82,873 | 115,342 |
Total convertible debentures | 2,808,612 | 1,447,358 |
Less: current portion | 1,115,164 | 407,702 |
Total convertible debentures, net of current portion | 1,693,448 | 1,039,656 |
Convertible Debentures Issued in September 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 25,050 | 25,050 |
Convertible Debentures Issued in January 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 500,000 | 500,000 |
Convertible Debentures Issued in April - June 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 1,565,000 | 1,565,000 |
Convertible Debenture Issued in August 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 200,000 | |
Convertible Debenture Issued in September, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 100,000 | |
Convertible Debenture Issued in October 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 50,000 | |
Convertible Debentures Issued in November 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 200,000 | |
Convertible debentures issued in January-March, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 260,000 | |
Convertible debentures issued in February 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 100,000 | |
Convertible debentures issued in March, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | 150,000 | |
Convertible Promissory Notes Issued in March 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debenture | $ 541,850 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Debt interest rate | 8.00% | 8.00% | 8.00% | ||||
Accretion of debt discount | $ 100,566 | $ 43,903 | $ 400,423 | $ 129,127 | |||
Proceeds from notes payable | 100,000 | 150,000 | |||||
Promissory Note [Member] | |||||||
Unsecured promissory | $ 100,000 | ||||||
Debt interest rate | 0.00% | ||||||
Issuance of warrants to common stock | 416,667 | ||||||
Warrants exercisable price per share | $ 0.15 | ||||||
Debt instruments maturity date description | The note was due October 13, 2016 and was repaid on October 11, 2016. | ||||||
Proceeds from issuance of warrants | $ 26,454 | ||||||
Accretion of debt discount | 0 | $ 0 | 26,454 | $ 0 | |||
Notes payable | $ 0 | 0 | 0 | ||||
Note Payable Insurance [Member] | |||||||
Debt interest rate | 4.87% | ||||||
Notes payable | $ 0 | $ 0 | $ 0 | ||||
Proceeds from notes payable | $ 13,959 | ||||||
Debt instruments maturity date | May 5, 2017 | ||||||
Note Payable Insurance [Member] | Finance Directors and Officer's [Member] | |||||||
Debt interest rate | 6.89% | 6.89% | 6.89% | ||||
Notes payable | $ 17,434 | $ 17,434 | $ 17,434 | ||||
Proceeds from notes payable | $ 17,434 | ||||||
Debt instruments maturity date | Nov. 11, 2017 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Number of common stock shares issued | 833,333 | |||
Number of common stock value issued | $ 100,000 | |||
Number of common stock shares issued for services, shares | 1,750,000 | |||
Number of common stock shares issued for services | $ 578,500 | |||
General and administrative expense | $ 737,022 | $ 903,795 | 3,750,806 | $ 4,212,120 |
Debt conversion of converted instrument amount | $ 250,000 | |||
Debt conversion of converted shares | 1,250,000 | 2,083,334 | ||
Allocated value of common stock issued for debenture conversion, shares | 200,000 | |||
April 2017 to March 2022 [Member] | Minimum [Member] | ||||
Warrants exercise price per share | $ 0.06 | $ 0.06 | ||
April 2017 to March 2022 [Member] | Maximum [Member] | ||||
Warrants exercise price per share | $ 0.30 | $ 0.30 | ||
September 2016 Promissory Note [Member] | February 2017 Convertible Debenture [Member] | ||||
Allocated value of common stock issued for debenture conversion, shares | 400,000 | |||
Consultants [Member] | ||||
Number of common stock shares issued for services, shares | 3,250,000 | |||
Number of common stock shares issued for services | $ 262,500 | |||
Common Stock [Member] | ||||
Number of common stock shares issued | 2,500,000 | |||
Number of shares issued with cashless exercise price | 5,000,000 | |||
Share cancellations, shares | 194,059 | |||
Investors [Member] | ||||
Warrant to purchase shares of common stock | 10,000,000 | 10,000,000 | ||
Proceeds from warrant exercised | $ 425,000 | |||
Lender [Member] | ||||
Number of common stock shares issued for services, shares | 3,216,666 | |||
Fair value of commitment fees | $ 316,000 | |||
General and administrative expense | 175,000 | |||
Prepaid assets | $ 141,000 | $ 141,000 | ||
Common stock issued for interest, shares | 102,374 | |||
Common stock issued for interest | $ 12,285 |
Equity Transactions - Summary o
Equity Transactions - Summary of Activity of Company's Stock Warrants (Details) - Warrant [Member] | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Weighted Average Exercise Price Beginning Balance | $ 0.11 |
Weighted Average Exercise Price Expired | 0.18 |
Weighted Average Exercise Price Granted | 0.16 |
Weighted Average Exercise Price Exercised | 0.06 |
Weighted Average Exercise Price Cancelled | 0.13 |
Weighted Average Exercise Price Ending Balance | 0.13 |
Weighted Average Exercise Price Vested and exercisable | $ 0.13 |
Number of Warrants Beginning Balance | shares | 39,262,305 |
Number of Warrants Expired | shares | (555,555) |
Number of Warrants Granted | shares | 8,013,628 |
Number of Warrants Exercised | shares | (12,500,000) |
Number of Warrants Cancelled | shares | (2,104,637) |
Number of Warrants Ending Balance | shares | 32,115,741 |
Number of Warrants Vested and exercisable | shares | 32,115,741 |
Weighted Average Remaining Contractual Term in Years | 3 years 1 month 13 days |
Weighted Average Remaining Contractual Term in Years Vested and exercisable | 3 years 1 month 13 days |
Weighted Average Grant Date Fair Value Beginning Balance | $ 0.15 |
Weighted Average Grant Date Fair Value Expired | 0.14 |
Weighted Average Grant Date Fair Value Granted | 0.11 |
Weighted Average Grant Date Fair Value Exercised | 0.15 |
Weighted Average Grant Date Fair Value Cancelled | 0.15 |
Weighted Average Grant Date Fair Value Ending Balance | 0.14 |
Weighted Average Grant Date Fair Value Vested and exercisable | $ 0.14 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Mar. 31, 2012 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | May 01, 2017 | Feb. 17, 2016 | Mar. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2010 | Oct. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of exercisable shares of stock options | 64,608,580 | 64,608,580 | 64,608,580 | ||||||||||
Officers and Employees [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Increase in authorized number of shares of common stock | 750,000,000 | ||||||||||||
Number of exercisable shares of stock options | 56,087,599 | ||||||||||||
Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options granted, shares | 3,500,000 | 6,000,000 | |||||||||||
Options cancelled, shares | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Options term | 5 years | 5 years | 10 years | ||||||||||
Compensation expense | $ (76,259) | $ 98,316 | $ 664,530 | $ 1,439,221 | |||||||||
Nonvested stock option awards, shares | 4,908,334 | 4,908,334 | 4,908,334 | ||||||||||
Cost of nonvested stock option awards not yet recognized | $ 403,944 | $ 403,944 | $ 403,944 | ||||||||||
Period of nonvested stock option awards not yet recognized for recognition | 2 years 6 months | ||||||||||||
Stock Options [Member] | Officers and Employees [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Option vesting period | 6 months | ||||||||||||
Number of shares restricted for exercise under stock option plan and no common stock reserved | 56,087,599 | ||||||||||||
Stock Options [Member] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Historical forfeiture rates | 14.00% | ||||||||||||
Option expiration year | 2018-01 | ||||||||||||
Stock option exercise price per share | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||
Stock Options [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Historical forfeiture rates | 17.00% | ||||||||||||
Option expiration year | 2026-06 | ||||||||||||
Stock option exercise price per share | $ 0.17 | $ 0.17 | $ 0.17 | ||||||||||
Stock Options [Member] | Stock Option Plan Authorized 2009 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock authorized, shares | 10,000,000 | 7,500,000 | |||||||||||
Options granted, shares | 9,200,000 | 9,200,000 | 9,200,000 | ||||||||||
Options cancelled, shares | 800,000 | 800,000 | 800,000 | ||||||||||
Number of outstanding shares | 8,400,000 | 8,400,000 | 8,400,000 | ||||||||||
Stock Options [Member] | Stock Option Plan Authorized 2009 [Member] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options term | 5 years | ||||||||||||
Stock Options [Member] | Stock Option Plan Authorized 2009 [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options term | 10 years | ||||||||||||
Stock Options [Member] | Stock Option Plan Authorized 2013 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock authorized, shares | 60,000,000 | 20,000,000 | |||||||||||
Options granted, shares | 72,653,473 | 72,653,473 | 72,653,473 | ||||||||||
Options cancelled, shares | 15,886,559 | 15,886,559 | 15,886,559 | ||||||||||
Number of outstanding shares | 53,441,914 | 53,441,914 | 53,441,914 | ||||||||||
Options exercised, shares | 3,325,000 | 3,325,000 | 3,325,000 | ||||||||||
Stock Options [Member] | Stock Option Plan Authorized 2013 [Member] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options term | 5 years | ||||||||||||
Stock Options [Member] | Stock Option Plan Authorized 2013 [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options term | 10 years | ||||||||||||
Stock Options [Member] | Employee Benefit And Consulting Services Compensation Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock authorized, shares | 15,000,000 | ||||||||||||
Options granted, shares | 2,800,000 | 2,800,000 | 2,800,000 | ||||||||||
Options cancelled, shares | 1,625,000 | 1,625,000 | 1,625,000 | ||||||||||
Options term | 5 years | ||||||||||||
Number of outstanding shares | 1,175,000 | 1,175,000 | 1,175,000 | ||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Compensation expense | $ 51,781 | $ 52,356 | $ 157,644 | $ 193,219 | |||||||||
Cost of nonvested stock option awards not yet recognized | $ 60,411 | $ 60,411 | $ 60,411 | ||||||||||
Option vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Valuation Assumptions Used to Estimate Fair Value of Stock Options (Details) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Expected volatility | 140.73% | 142.05% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rates | 1.25% | 1.19% |
Minimum [Member] | ||
Expected term (in years) | 3 years | 3 years |
Maximum [Member] | ||
Expected term (in years) | 5 years | 5 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Award Activity Under Stock Option Plans (Details) | 9 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted Average Exercise Price Balance | $ 0.08 |
Weighted Average Exercise Price Expired | |
Weighted Average Exercise Price Granted | 0.12 |
Weighted Average Exercise Price Exercised | |
Weighted Average Exercise Price Cancelled | 0.12 |
Weighted Average Exercise Price Balance | 0.08 |
Weighted Average Exercise Price Vested and exercisable | $ 0.07 |
Number of Optioned Shares Balance | shares | 75,375,248 |
Number of Optioned Shares Expired | shares | |
Number of Optioned Shares Granted | shares | 2,500,000 |
Number of Optioned Shares Exercised | shares | |
Number of Optioned Shares Cancelled | shares | (8,358,334) |
Number of Optioned Shares Balance | shares | 69,516,914 |
Number of Optioned Shares Vested and exercisable | shares | 64,608,580 |
Weighted Average Remaining Contractual Term in Years Balance | 5 years 1 month 24 days |
Weighted Average Remaining Contractual Term in Years Vested and exercisable | 4 years 7 months 21 days |
Weighted Average Optioned Grant Date Fair Value Balance | $ 0.11 |
Weighted Average Optioned Grant Date Fair Value Expired | |
Weighted Average Optioned Grant Date Fair Value Granted | 0.10 |
Weighted Average Optioned Grant Date Fair Value Exercised | |
Weighted Average Optioned Grant Date Fair Value Cancelled | 0.12 |
Weighted Average Optioned Grant Date Fair Value Balance | 0.11 |
Weighted Average Optioned Grant Date Fair Value Vested and exercisable | $ 0.11 |
Aggregate Intrinsic Value Balance | $ | $ 3,771,601 |
Aggregate Intrinsic Value Balance | $ | 4,340,520 |
Aggregate Intrinsic Value Vested and exercisable | $ | $ 4,340,520 |
Stock-Based Compensation - Su47
Stock-Based Compensation - Summary of Award Activity Under Restricted Stock Plans (Details) - Restricted Stock [Member] | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Nonvested Non-issued Restricted Shares Awards, Beginning Balance | shares | 1,000,000 |
Number of Nonvested Non-issued Restricted Shares Awards, Granted | shares | |
Number of Nonvested Non-issued Restricted Shares Awards, Vested | shares | (500,000) |
Number of Nonvested Non-issued Restricted Shares Awards, Forfeited | shares | |
Number of Nonvested Non-issued Restricted Shares Awards, Ending Balance | shares | 500,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 0.42 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0.42 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0.42 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Warrants [Member] | ||||
Anti-dilutive shares excluded from diluted earnings per share | 32,115,741 | 35,466,779 | 32,115,741 | 35,466,779 |
Stock Options [Member] | ||||
Anti-dilutive shares excluded from diluted earnings per share | 69,516,914 | 64,625,248 | 69,516,914 | 64,625,248 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
LOSS PER COMMON SHARE | ||||
Net loss | $ (1,164,684) | $ (752,360) | $ (4,948,833) | $ (4,138,967) |
Weighted average common shares outstanding: Basic and diluted | 339,943,771 | 322,675,999 | 333,385,603 | 316,418,240 |
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | ||||
Revenue | $ 2,500 | $ 225,000 | $ 27,000 | $ 225,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Annual minimum royalty payment | $ 50,000 |
Accrued obligation | |
January 2018 [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Yearly maintenance fee | $ 10,000 |
William Marsh Rice University [Member] | Quantum Dots [Member] | License Agreements [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Percentage of adjusted gross sales | 7.50% |
Texas State University [Member] | Service Agreement [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Period of termination notice for the memorandum of understanding | 60 days |
Solterra Renewable Technologies Inc [Member] | William Marsh Rice University [Member] | Photovoltaic Cells [Member] | Minimum [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Percentage of adjusted gross sales | 2.00% |
Solterra Renewable Technologies Inc [Member] | William Marsh Rice University [Member] | Photovoltaic Cells [Member] | Maximum [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Percentage of adjusted gross sales | 4.00% |
Solterra Renewable Technologies Inc [Member] | University of Arizona [Member] | License Agreements [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Royalties payable due in first installment period | $ 50,000 |
Royalties payable due in second installment period | 125,000 |
Royalties, future minimum payments due on each june 30th thereafter | $ 200,000 |
Solterra Renewable Technologies Inc [Member] | University of Arizona [Member] | Non Display Electronic Component Applications [Member] | License Agreements [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Percentage of adjusted gross sales | 2.00% |
Solterra Renewable Technologies Inc [Member] | University of Arizona [Member] | Printed Electronic Displays [Member] | License Agreements [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Percentage of adjusted gross sales | 2.50% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net operating loss carryforwards | $ 29,079,000 | $ 29,079,000 | ||
Net operating loss carryforwards expiration year | 2,029 | |||
Ownership change limitation amount | $ 750,000 | |||
Income tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Net operating loss carryforwards | $ 28,329,000 | $ 28,329,000 | ||
U.S [Member] | ||||
Net operating loss carryforwards | $ 25,560,000 | $ 25,560,000 |
Supplemental Cash Flow Inform53
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 20,584 | $ 20,055 |
Cash paid for income taxes | ||
Conversion of debentures into shares of common stock | 250,000 | |
Allocated value of common stock and warrants issued with convertible debentures | 391,237 | |
Stock warrants issued for conversion of accrued salaries | 409,667 | |
Prepaid expense paid in shares of common stock | 292,387 | 131,655 |
Prepaid expense financed with debt | 210,000 | |
Cancellation of shares | 194 | |
Financing of prepaid insurance | $ 7,281 | $ 20,024 |
Transactions with Affiliated 54
Transactions with Affiliated Parties (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |||
Proceeds from convertible debt | $ 1,360,000 | ||
Family Members of Key Executive [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from convertible debt | $ 200,000 | ||
Chief Financial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 100,000 |
Equity Purchase Agreement and55
Equity Purchase Agreement and Registration Rights (Details Narrative) - USD ($) | Mar. 29, 2017 | Mar. 31, 2017 |
Promissory note bear interest rate | 8.00% | |
Maturity term | 9 months | |
Equity Purchase Agreement [Member] | ||
Purchase agreement description | (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount up to the lesser of (a) $250,000 or (b) 150% of the average daily trading value; provided such minimum amount of Put Shares may be decreased and such maximum amount of Put Shares may be increased, subject to the Companys approval. Unless otherwise agreed to in writing by SBI and L2 Capital, the amount in the Put Notice shall be allocated pro rata among the participating investors based upon the Maximum Commitment Amount as defined in the Eloc. The purchase price of the Put Shares shall mean 80% of the market price (i.e. the lowest closing bid price for any trading day during the Valuation Period as defined in the Eloc). If 80% of the lowest closing bid price on the OTCQB for any trading day during the respective Valuation Period (as defined in Eloc) is less than the Company minimum price of $.12 per share, then SBI and/or L2 Capital may elect to purchase all or none of the Put Shares at the Company minimum price. | |
Equity Purchase Agreement [Member] | SBI Investment LLC [Member] | ||
Purchase shares of common stock shares value | $ 5,000,000 | |
Maximum equity agreement period | 4 years | |
Consideration to be paid | $ 63,000 | |
Equity Purchase Agreement [Member] | L2 Capital, LLC [Member] | ||
Purchase shares of common stock shares value | $ 5,000,000 | |
Maximum equity agreement period | 4 years | |
Consideration to be paid | $ 147,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 19, 2017 | May 05, 2017 | May 04, 2017 | May 01, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 |
Common stock issued for services, shares | 1,750,000 | |||||||||
Research and development expenses | $ 136,786 | $ 19,210 | $ 408,588 | $ 165,265 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||||
Number of common stock shares issued | 833,333 | |||||||||
Subsequent Event [Member] | June 2017 [Member] | ||||||||||
Common stock issued for services, shares | 3,500,000 | |||||||||
Conversion of convertible shares issued | 771,211 | |||||||||
Conversion of convertible shares issued value | $ 85,000 | |||||||||
Subsequent Event [Member] | June 2017 [Member] | Noteholders [Member] | ||||||||||
Number of common stock shares issued | 717,945 | |||||||||
Subsequent Event [Member] | Quantum Materials Corp [Member] | ||||||||||
Common stock issued for services, shares | 215,995,100 | |||||||||
Research and development expenses | $ 1,000,000 | |||||||||
Common stock, par value | $ 0.001 | |||||||||
Description of common stock presented | Of the 215,995,100 shares of common stock that were present at the meeting in person or by proxy, 199,175,046 shares of common stock were voting in favor of the proposal, 15,870,085 shares against and 949,969 shares abstained from voting. | |||||||||
Subsequent Event [Member] | Quantum Materials Corp [Member] | Minimum [Member] | ||||||||||
Common stock, shares authorized | 400,000,000 | |||||||||
Subsequent Event [Member] | Quantum Materials Corp [Member] | Maximum [Member] | ||||||||||
Common stock, shares authorized | 750,000,000 | |||||||||
Subsequent Event [Member] | L2 Capital, LLC [Member] | ||||||||||
Proceeds from loan | $ 200,000 | |||||||||
Subsequent Event [Member] | SBI Investment LLC [Member] | ||||||||||
Proceeds from loan | $ 200,000 | |||||||||
Subsequent Event [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||
Common stock issued for services, shares | 1,000,000 | |||||||||
Proceeds from loan | $ 200,000 | |||||||||
Subsequent Event [Member] | Consulting Services [Member] | ||||||||||
Common stock issued for services, shares | 6,125,000 | 2,500,000 | ||||||||
Subsequent Event [Member] | Consulting Services [Member] | June 2017 [Member] | ||||||||||
Common stock issued for services, shares | 5,333,333 | |||||||||
Subsequent Event [Member] | Consulting Services One [Member] | ||||||||||
Common stock issued for services, shares | 595,238 |