Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Feb. 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | DanDrit Biotech USA, Inc. | |
Entity Central Index Key | 1,527,728 | |
Trading Symbol | DDRT | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock Shares Outstanding | 13,910,894 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
CURRENT ASSETS: | ||
Cash | $ 2,306,129 | $ 3,941,712 |
Cash held in escrow | 4,811,766 | |
Other Receivables | 104,500 | 223,777 |
Prepaid Expenses | 15,385 | 33,391 |
Total Current Assets | 7,237,780 | 4,198,880 |
PROPERTY AND EQUIPMENT, Net accumulated Depreciation | ||
OTHER ASSETS | ||
Definite life intangible assets | 122,794 | 124,393 |
Deposits | 8,719 | 2,739 |
Deferred Stock Offering Cost | 10,874 | |
Loan Receivable | 446,939 | 196,140 |
Total Other Assets | 589,326 | 323,272 |
TOTAL ASSETS | 7,827,106 | 4,522,152 |
CURRENT LIABILITIES: | ||
Advances to purchase common shares | 4,811,766 | 1,600,354 |
Notes Payable - Related Party, current portion | 89,000 | 87,817 |
Accounts Payable-trade | 698,816 | 434,973 |
Accounts Payable - Related Party | 235,000 | 235,000 |
Convertible notes payable - related party, (net of discounts of $0 and $11,997 respectively) | 120,300 | 401,673 |
Accrued Expenses | 19,551 | 229,601 |
Total Current Liabilities | 5,974,433 | 2,989,418 |
Total Liabilities | 5,974,433 | 2,989,418 |
STOCKHOLDER'S EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized, 13,910,894, and 12,433,290 issued and outstanding at December 31, 2017 and June 30, 2017, respectively | 1,391 | 1,243 |
Additional paid-in capital | 31,629,270 | 29,622,183 |
Accumulated Deficit | (29,746,238) | (28,443,524) |
Other comprehensive income, net | (31,750) | 352,832 |
Total Stockholder's Equity | 1,852,673 | 1,532,734 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 7,827,106 | $ 4,522,152 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable-related party, net of discounts | $ 0 | $ 11,997 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 13,910,894 | 12,433,290 |
Common stock, shares outstanding | 13,910,894 | 12,433,290 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of Goods Sold | ||||
Gross profit (Loss) | ||||
Operating Expenses | ||||
General and Administrative Expenses | 668,231 | 348,597 | 956,947 | 553,548 |
Non-cash compensation expenses | 112,837 | 626,487 | ||
Research and Development Expenses | 219,969 | 13,787 | 373,621 | 30,891 |
Depreciation and Amortization | 3,954 | 3,622 | 7,900 | 7,371 |
Consulting Expenses | 388,888 | 182,779 | 456,098 | 182,779 |
Total Operating Expense | 1,281,042 | 548,785 | 1,907,403 | 1,401,076 |
(LOSS) FROM OPERATIONS | (1,281,042) | (548,785) | (1,907,403) | (1,401,076) |
Other Income (Expense) | ||||
Interest (expense) | (2,196) | (62) | (3,213) | |
Interest (expense) - Related Party | (12,289) | (3,737) | (13,181) | (7,201) |
Income (Loss) on Currency Transactions | 209,023 | (376,701) | 596,432 | (353,617) |
Interest and Other Income | 6,328 | 14,928 | ||
Total Other Income (Expense) | 202,762 | (382,634) | 598,117 | (364,031) |
(Loss) Before Income Taxes | (1,078,280) | (931,419) | (1,309,286) | (1,765,107) |
Income Tax Expense (Benefit) | (1,934) | (12,815) | (6,572) | (53,322) |
NET (LOSS) | $ (1,076,346) | $ (918,604) | $ (1,302,714) | $ (1,711,785) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.078) | $ (0.10) | $ (0.103) | $ (0.18) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 13,847,118 | 9,533,290 | 12,711,029 | 9,533,290 |
Condensed Statement of Other Co
Condensed Statement of Other Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (1,076,346) | $ (918,604) | $ (1,302,714) | $ (1,711,785) |
Currency Translation, Net of Taxes | (129,993) | 404,211 | (384,582) | 378,623 |
Other Comprehensive Loss | $ (1,206,339) | $ (514,393) | $ (1,687,296) | $ (1,333,162) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
NET (LOSS) | $ (1,302,714) | $ (1,711,785) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and Amortization | 7,900 | 7,371 |
Non-cash compensation | 112,837 | 626,487 |
Accrued Interest on Notes Payable - Related Party | 1,183 | 1,184 |
Accrued Interest on Notes Receivable | (10,874) | |
Accretion of discount on notes payable | 11,997 | 8,706 |
CHANGES IN ASSETS AND LIABILITIES: | ||
(Increase) Decrease in Other Receivables | 119,277 | 540,588 |
(Increase) Decrease in Prepaid Expenses/Deposits | 12,026 | 4,657 |
Increase (Decrease) in Accounts Payable | 263,843 | (176,012) |
Increase (Decrease) in Accounts Payable - Related Party | 30,590 | |
Increase (Decrease) in Accrued Expenses | (210,050) | 17,375 |
Total Adjustments | 308,139 | 1,060,946 |
NET CASH USED IN OPERATING ACTIVITIES | (994,575) | (650,839) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net (Increase) in Cash Held in Escrow | (4,811,766) | |
Net (Increase) in Note Receivables | (250,799) | |
NET CASH USED BY INVESTING ACTIVITIES | (5,062,565) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on Notes Payable - Related Party | 120,300 | |
Net Proceeds from Advance to Purchase Common Shares | 3,211,411 | |
Proceeds from Notes Payables - Related Party | 240,600 | |
Proceeds from Stock Issuances | 1,601,029 | |
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES | 4,812,440 | 360,900 |
Gain (Loss) on Currency Translation | (390,883) | 384,176 |
NET INCREASE (DECREASE) IN CASH | (1,635,583) | 94,237 |
CASH, BEGINNING OF PERIOD | 3,941,712 | 23,368 |
CASH, END OF PERIOD | 2,306,129 | 117,605 |
Cash paid during the periods for: | ||
Interest | ||
Income Taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Imputed interest on Non-interest bearing Convertible Notes Payable | 14,401 | |
Beneficial Conversion Feature of Convertible Notes Payable | 17,294 | |
Amortization of discount on Convertible Notes Payable | 11,997 | 8,706 |
Compensation for the issuance of stock options to the CEO and the Board | 112,837 | 626,487 |
Convertible notes payable converted to 183,356 common shares | $ 293,370 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Cash Flows (Unaudited) (Parenthetical) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Convertible notes payable converted to Common shares | $ 183,356 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2017 and 2016 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2017 audited financial statements. The results of operations for the periods ended December 31, 2017 and December 31, 2016 are not necessarily indicative of the operating results for the full year. Business and Basis of Presentation - DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Company (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 common shares of the DanDrit Biotech USA held in escrow according to Danish law). The Company engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. Year End Share Exchange / Reverse Acquisition Consolidation Consolidation Functional Currency / Foreign currency translation Cash and Cash Equivalents Property and Equipment Intangible Assets Impairment of Long-Lived Assets Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. Revenue Recognition and Sales Value Added Tax — Research and Development Expenses Income Taxes Loss Per Share Fair Value of Financial Instruments ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities. Stock Options and Warrants - Stock-Based Compensation - The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Accounting Estimates Reclassification Recently Issued Accounting Standards: In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2017 and June 30, 2017: Useful Life December 31, June 30, Lab equipment and instruments 4-7 $ 177,397 $ 168,627 Computer equipment 4-7 60,758 57,754 238,155 226,381 Less Accumulated Depreciation (238,155 ) (226,381 ) Net Property and Equipment $ - $ - Depreciation expense amounted to $0 and $0 for the six month period ended December 31, 2017 and 2016, respectively. |
Definite-Life Intangible Assets
Definite-Life Intangible Assets | 6 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DEFINITE-LIFE INTANGIBLE ASSETS | NOTE 3 — DEFINITE-LIFE INTANGIBLE ASSETS At December 31, 2017 and June 30, 2017, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $122,794 and $124,393, respectively. The patents are recorded at cost and amortized over twenty years from the date of application. Amortization expense for the six months ended December 31, 2017 and 2016 was $7,900 and $7,371, respectively. Expected future amortization expense for the years ended are as follows: Year ending June 30, 2018 15,800 2019 15,800 2020 15,800 2021 15,800 2022 15,800 Thereafter 43,794 $ 122,794 |
Note Receivable
Note Receivable | 6 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 4 — NOTE RECEIVABLE On July 14, 2017, the Company agreed to loan to Enochian Biopharma, Inc., a Delaware corporation (“Enochian”) for The following represents the future maturities of long-term receivables as of December 31, 2017: Year ending December 31, 2018 - 2019 - 2020 446,939 2021 - 2022 - Thereafter - $ 446,939 |
Notes Payable - Related Party
Notes Payable - Related Party | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - RELATED PARTY | NOTE 5 — NOTES PAYABLE – RELATED PARTY Notes payable to related parties consists of the following as of December 31, 2017 and June 30, 2017: December 31, June 30, Non-Interest Bearing Loan Payable Sunrise Financial Group Inc. $ 38,235 $ 38,235 6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC 50,765 49,581 Total Notes Payable – Related Party 89,000 87,816 Less Current Maturities (89,000 ) (87,816 ) Note Payables – Related Party Long Term $ - $ - As of December 31, 2017, the outstanding balance of $38,235 for professional fees paid by a shareholder and amounts advanced to the Company are reported as notes payable - related party. The $38,235 in notes payable were acquired in the reverse acquisition. The amounts are unsecured, non-interest bearing and have no stipulated repayment terms. A 6% promissory note payable to NLBDIT 2010 Enterprises, LLC, an entity controlled by a shareholder of the Company, was acquired by the Company in the reverse acquisition, payable on February 12, 2014 upon the completion date of the Share Exchange. As of December 31, 2017, and 2016, the outstanding balance on such note, including accrued interest, was $50,765 and $48,417, respectively. During the three and six months ended December 31, 2017, the Company recorded related party interest on the note of $592 and $1,184, respectively and during the three and six months ended December 31, 2016, the Company recorded related party interest on the note of $592 and $1,184, respectively. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Party | 6 Months Ended |
Dec. 31, 2017 | |
Convertible Notes Payable - Related Party [Abstract] | |
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | NOTE 6 — CONVERTIBLE NOTES PAYABLE – RELATED PARTY Convertible notes payable to related parties consisted of the following as of December 31, 2017 and June 30, 2017: December 31, June 30, Non-Interest Bearing Notes Payable to a Shareholder $ 120,300 $ 120,300 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 240,600 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 52,770 Less Discount - (11,997 ) Total Convertible Notes Payable – Related Party 120,300 $ 401,673 Less Current Maturities (120,300 ) (401,673 ) Net Convertible Note Payables – Related Party Long Term $ - - The following represents the future maturities of short-term debt as of December 31, 2017: December 31, 2017 2018 120,300 2019 - 2020 - 2021 - 2022 - Thereafter - 120,300 On July 1, 2016, the Company entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Company (the “July 1 Note”). The July 1 Note had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 11). The July 1 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017. As the Common Stock was trading at $2.50 on July 1, 2016, the Company bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $15,038. As the July 1 Note is non-interest bearing, the Company imputed the interest at 3% and further recorded a discount of $2,639. The interest is being amortized to expense using the effective interest method through the December 31, 2017 maturity. For the six months ended December 31, 2017 and December 31, 2016, interest expense of $3,697 and $5,234 respectively, was recorded for the amortization of the discount. The Note was subsequently converted into 37,594 shares of the Company’s common stock on On July 19, 2016, the Company entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Company (the “July 19 Note”). The July 19 Note had a maturity date December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 11). The July 19 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017. As the July 19 Note is non-interest bearing, the Company imputed the interest at 3% and further recorded a discount of $2,555. The interest will be amortized to expense using the effective interest method through the December 31, 2017 maturity. For the six months ended December 31, 2017 and December 31, 2016, interest expense of $899and$783 respectively, was recorded for the amortization of the discount. The Note was subsequently converted into 37,594 shares of the Company’s common stock on On August 24, 2016, the Company entered into a non-interest bearing convertible note for $90,225 . The was later acquired by an entity controlled by a then board member and shareholder of the Company. The had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share. As the Common Stock was trading at $2.05 on August 24, 2016, the Company bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $2,256. As the was non-interest bearing, the Company imputed the interest at 3% and further recorded a discount of $3,577. Interest is amortized to expense using the effective interest method through maturity. For six months ended December 31, 2017 and December 31, 2016, interest expense of $1,610 and $1,487, respectively, was recorded for the amortization of the discount. The August 24 Note was converted to 56,390 shares of the Company’s Common Stock on November 29, 2017. On September 21, 2016 the Company entered into a non-interest bearing convertible note for $150,375 with a shareholder of the Company (the “September 21 Note”). The was later acquired by an entity controlled by a then board member and shareholder of the Company The September 21 Note was converted to 93,984 shares of the Company’s common stock on November 29, 2017. On March 9, 2017, the Company entered into a non-interest-bearing convertible note for $52,770 with an entity controlled by shareholder and former board member of the Company . The March 9 Note was originally convertible into shares of Common Stock at $2.00 per share, and had an original maturity date of June 30, 2017. As the note is non-interest bearing the Company imputed the interest at 3% and further recorded a discount of $486. The interest will be amortized to expense using the effective interest method through the June 30, 2017 maturity. The March 9 Note was converted to 32,982 shares of the Company’s Common Stock on November 29, 2017. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
LEASES | NOTE 7 — LEASES Operating Leases The Company had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated November 30, 2017. On November 13, 2017, the Company entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”) with Plaza Medical Office Building, LLC, a California Limited Liability Company (the “Landlord”), as landlord, pursuant to which the Company agreed to lease from the Landlord certain premises (the “Leased Premises”) located in Los Angeles. The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Company is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018. For the six months ended December 31, 2017 and December 31, 2016 the lease expense charged to operations was $1,450 and $1,395, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Common Stock Voting — Dividends — Liquidation Rights — Common Stock Issuances — On June 9, 2017, the Company issued 200,000 shares of Common Stock valued at $240,000 in connection with a consulting agreement at $1.20 per share. On July 12, 2017, the Company completed a private placement offering of 1,231,561 Units for total proceeds to the Company of $1,601,029. On August 30, 2017, the Company issued 62,687 shares of Common Stock to the CEO and recorded non-cash compensation expense of $112,837 with a cost basis of $1.80. On November 29, 2017 pursuant to the exercise of certain Convertible promissory notes of $90,225, $150,375 and $52,770, the Company issued 183,356 shares of Common Stock with a cost-basis of $1.60 per share. As of December 31, 2017, the Company had 4,811,766 in cash held in escrow in connection with an advance to purchase common shares. Share Exchange Agreement Reverse Acquisition — Stock Options / Grant Warrants — The Company recognizes compensation costs for the Options/Grant Warrants to employees based on their grant-date fair value. The value of each Option/Grant Warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the Options/Grant Warrants granted during 2016 using the Black-Scholes option-pricing model are as follows: DanDrit Biotech USA, Inc. Expected term (in years) 3.29 Volatility 189.65 % Risk free interest rate 0.87 % Dividend yield 0 % The Company recognized stock based compensation expense related to the Options/Grant Warrants of $0 and $626,487 for the six months ended December 31, 2017 and December 31, 2016, respectively. At December 31, 2017 and December 31, 2016, the Company had approximately $0 of unrecognized compensation cost related to non-vested Options/Grant Warrants. A summary of the status of the Options/Grant Warrants originally issued to an officer and two (now former) directors outstanding at December 31, 2017 is presented below: Options/Grant Warrants Outstanding Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.00 900,000 2.0 $ 2.00 900,000 $2.00 Total 900,000 2.0 $ 2.00 900,000 $2.00 A summary of the status of the Options/Grant Warrants at December 31, 2017, and changes during the period are presented below: December 31, 2017 Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 900,000 $ 2.00 2.0 $ - Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 900,000 $ 2.00 2.0 $ 2.75 Vested and expected to vest 900,000 $ 2.00 2.0 $ 2.75 Exercisable end of period 900,000 $ 2.00 2.0 $ 2.75 At December 31, 2017, all Options/Grant Warrants issued are exercisable. The total intrinsic value of Options/Grant Warrants at December 31, 2017 was $2,475,000. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at December 31, 2017 (for outstanding Options/Grant Warrants), less the applicable exercise price. Common Stock Purchase Warrants A summary of the status of common shares which can be purchased underlying the warrants outstanding at December 31, 2017 is presented below: Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Equivalent Weighted Average Remaining Contractual Life (years) Weighted Average Price Number Exercisable Weighted Average Price $ 1.30 5,500,000 4.3 $ 1.30 5,500,000 $ 1.30 $ 1.30 2,463,122 4.0 $ 1.30 2,463,122 $ 1.30 Total 7,963,122 4.2 $ 1.30 7,963,122 $ 1.30 At December 31, 2017, the Company had 0 non-vested warrants. On April 21, 2017, the Company recorded non-cash compensation expense of $115,754 related to the 100,000 warrants issued for consulting services. The warrants were valued using the Black-Scholes option pricing model using the following assumptions 5 year expected term, 188% volatility, 1.77% risk free interest rate and 0% dividend yield. The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Shares held for Non-Consenting Shareholders Clinical Trial Agreements On April 28, 2015 the Company entered into a service agreement with Fondazione GISCAD per la RicercasuiTumori to support Dandrit in a clinical trial to be conducted in Italy. Patient Name Use Program Agreements On April 23, 2015, the Company entered into a collaboration agreement with Riyadh Pharma in Saudi Arabia to promote cooperation in the manufacturing and marketing of DanDrit's dendritic cell cancer vaccine. Manufacturing Agreements - On August 8, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the Melanoma Cell Lysate. Food and Drug Administration (FDA) - Product liability - Employment Agreements Contingencies |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 — RELATED PARTY TRANSACTIONS Between July 1, 2016 and March 9, 2017, the Company entered into the 2016/2017 Notes with shareholders of the Company, one of whom is a former director of the Company (see Note 6). On October 31, 2017, the Company executed amendments to the 2016/2017 Notes and issued replacement notes to the current holders of such notes. The 2016/2017 Notes, as amended, were convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. The holders of the 2016/2017 notes have converted such notes into 150,374 shares of Common Stock (See Note 6 and Note 11). On December 29, 2017 the Company entered into a consulting agreement (“RS Consulting Agreement”) with RS Group ApS, a company owned and controlled by 2 Company directors for consulting services from October 1, 2017 through March 31, 2018.In consideration for the consulting services, the Company will pay RS Group ApS $367,222. At December 31, 2017 the Company had a payable to RS Group ApS of $367,222. At December 31, 2017, and December 31, 2016, the Company had a payable to a law firm at which the former Chairman of the Board of Directors was a partner in the amount of $0 and $127,947, respectively. On July 1, 2016, the Company entered into a financial services agreement with APE Invest AS (an entity owned by a former director of the Company) for consultancy services related to the Company raising additional equity financing in the US and Danish capital markets. The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016. The agreement was terminated June 9, 2017. On September 15, 2016, the Company recorded $626,487 in non-cash compensation for the grant of 900,000 Grant Warrants to employees, officers, and directors of the Company, which shall be fully vested upon grant, to purchase shares of Common Stock at $2.00 per share, and expire December 31, 2019. The Grant Warrants contain certain anti-dilution provisions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. The following material subsequent events occurred: On January 12, 2018 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Merger Sub”), Enochian and Weird Science LLC, a California limited liability company and the super majority stockholder of Enochian (“Weird Science”). The Merger Agreement provides, among other things, that the Merger Sub will merge with and into Enochian, with Enochian as the surviving corporation (the “Merger”). On January 18, 2018, the Company announced the appointment of Ambassador Mark R. Dybul, MD and Steven G. Deeks, MD to its Scientific Advisory Board. Ambassador Dybul will also serve as the Chairman of the Scientific Advisory Board. On January 24, 2018, the holder of the July 1 Note and the July 19 Note converted both notes, and the Company subsequently issued 75,188 shares of Common Stock. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation - DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Company (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 common shares of the DanDrit Biotech USA held in escrow according to Danish law). The Company engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. |
Year End | Year End |
Share Exchange / Reverse Acquisition | Share Exchange / Reverse Acquisition |
Consolidation | Consolidation Consolidation |
Functional Currency / Foreign currency translation | Functional Currency / Foreign currency translation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values. |
Revenue Recognition and Sales | Revenue Recognition and Sales |
Value Added Tax | Value Added Tax — |
Research and Development Expenses | Research and Development Expenses |
Income Taxes | Income Taxes |
Loss Per Share | Loss Per Share |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities. |
Stock Options and Warrants | Stock Options and Warrants - |
Stock-Based Compensation | Stock-Based Compensation - The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Accounting Estimates | Accounting Estimates |
Reclassification | Reclassification |
Recently Issued Accounting Standards | Recently Issued Accounting Standards: In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Useful Life December 31, 2017 June 30, 2017 Lab equipment and instruments 4-7 $ 177,397 $ 168,627 Computer equipment 4-7 60,758 57,754 238,155 226,381 Less Accumulated Depreciation (238,155 ) (226,381 ) Net Property and Equipment $ - $ - |
Definite-Life Intangible Asse21
Definite-Life Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of expected future amortization expense | Year ending June 30, 2018 15,800 2019 15,800 2020 15,800 2021 15,800 2022 15,800 Thereafter 43,794 $ 122,794 |
Note Receivable (Tables)
Note Receivable (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of future maturities of long-term receivables | Year ending December 31, 2018 - 2019 - 2020 446,939 2021 - 2022 - Thereafter - $ 446,939 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of notes payable to related parties | December 31, June 30, Non-Interest Bearing Loan Payable Sunrise Financial Group Inc. $ 38,235 $ 38,235 6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC 50,765 49,581 Total Notes Payable – Related Party 89,000 87,816 Less Current Maturities (89,000 ) (87,816 ) Note Payables – Related Party Long Term $ - $ - |
Convertible Notes Payable - R24
Convertible Notes Payable - Related Party (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Convertible Notes Payable - Related Party [Abstract] | |
Schedule of convertible notes payable to related parties | December 31, June 30, Non-Interest Bearing Notes Payable to a Shareholder $ 120,300 $ 120,300 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 240,600 Non-Interest Bearing Notes Payable to a Former Director and Shareholder - 52,770 Less Discount - (11,997 ) Total Convertible Notes Payable – Related Party 120,300 $ 401,673 Less Current Maturities (120,300 ) (401,673 ) Net Convertible Note Payables – Related Party Long Term $ - - |
Schedule of future maturities of short-term debt | December 31, 2017 2018 120,300 2019 - 2020 - 2021 - 2022 - Thereafter - 120,300 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Summary of weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model | DanDrit Biotech USA, Inc. Expected term (in years) 3.29 Volatility 189.65 % Risk free interest rate 0.87 % Dividend yield 0 % |
Summary of stock options outstanding | Options/Grant Warrants Outstanding Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.00 900,000 2.0 $ 2.00 900,000 $2.00 Total 900,000 2.0 $ 2.00 900,000 $2.00 |
Summary of stock option activity | December 31, 2017 Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 900,000 $ 2.00 2.0 $ - Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 900,000 $ 2.00 2.0 $ 2.75 Vested and expected to vest 900,000 $ 2.00 2.0 $ 2.75 Exercisable end of period 900,000 $ 2.00 2.0 $ 2.75 |
Summary of common stock shares purchased underlying the warrants outstanding | Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Equivalent Weighted Average Remaining Contractual Life (years) Weighted Average Price Number Exercisable Weighted Average Price $ 1.30 5,500,000 4.3 $ 1.30 5,500,000 $ 1.30 $ 1.30 2,463,122 4.0 $ 1.30 2,463,122 $ 1.30 Total 7,963,122 4.2 $ 1.30 7,963,122 $ 1.30 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) - USD ($) | Feb. 12, 2014 | Apr. 01, 2001 | Jul. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Summary of Significant Accounting Policies (Textual) | |||||||||
Ownership percentage of subsidiary | 100.00% | ||||||||
Cash held in financial institutions | $ 6,617,895 | $ 0 | $ 6,617,895 | $ 0 | |||||
Cash held in escrow | $ 4,811,766 | $ 4,811,766 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Property plant and equipment estimated useful lives, Description | Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to nine years. | ||||||||
Common stock reserved for issuance | 185,053 | 185,053 | |||||||
Value added tax, percentage | 25.00% | ||||||||
Value added tax paid to Danish and EU vendors | 25.00% | ||||||||
Research and development expense | $ 219,969 | 13,787 | $ 373,621 | 30,891 | |||||
Share exchange agreement, acquisition percentage | 3.08% | 3.08% | |||||||
Share exchange outstanding share of common stock | 185,053 | 185,053 | |||||||
Share exchange agreement, shares issued to parent company | 123,464 | 123,464 | |||||||
Non-cash compensation | 112,837 | 626,487 | |||||||
Recognized tax benefit | $ (1,934) | $ (12,815) | $ (6,572) | $ (53,322) | |||||
Amortized the patents on a straight line basis over the estimated useful life | 20 years | ||||||||
Advances for purchase of common shares | $ 1,600,354 | ||||||||
Private placement offering units | 1,231,561 | ||||||||
Total proceeds | $ 1,601,029 | ||||||||
Common Stock [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Common stock, par value | $ 0.0001 | ||||||||
Shares of parent common stock outstanding | 8,040,000 | ||||||||
Common stock reserved for issuance | 185,053 | ||||||||
Shares prior to share exchange agreement | 5,000,000 | ||||||||
Share exchange agreement, acquisition percentage | 100.00% | ||||||||
Share exchange outstanding share of common stock | 1.498842 | ||||||||
Share exchange agreement, shares issued to parent company | 6,000,000 | ||||||||
Share exchange agreement, number of shares cancelled | 4,400,000 | ||||||||
Common shares issued for legal and consulting services | 1,440,000 | ||||||||
Employees and Consultants [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Non-cash compensation | 112,837 | $ 626,487 | |||||||
Recognized tax benefit | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Summary of property and equipment | ||
Gross Property and Equipment | $ 238,155 | $ 226,381 |
Less Accumulated Depreciation | (238,155) | (226,381) |
Net Property and Equipment | ||
Lab equipment and instruments [Member] | ||
Summary of property and equipment | ||
Gross Property and Equipment | $ 177,397 | 168,627 |
Lab equipment and instruments [Member] | Minimum [Member] | ||
Summary of property and equipment | ||
Useful Life | 4 years | |
Lab equipment and instruments [Member] | Maximum [Member] | ||
Summary of property and equipment | ||
Useful Life | 7 years | |
Computer equipment [Member] | ||
Summary of property and equipment | ||
Gross Property and Equipment | $ 60,758 | $ 57,754 |
Computer equipment [Member] | Minimum [Member] | ||
Summary of property and equipment | ||
Useful Life | 4 years | |
Computer equipment [Member] | Maximum [Member] | ||
Summary of property and equipment | ||
Useful Life | 7 years |
Property and Equipment (Detai28
Property and Equipment (Details Textual) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 0 | $ 0 |
Definite-Life Intangible Asse29
Definite-Life Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Schedule of expected future amortization expense | ||
2,018 | $ 15,800 | |
2,019 | 15,800 | |
2,020 | 15,800 | |
2,021 | 15,800 | |
2,022 | 15,800 | |
Thereafter | 43,794 | |
Definite-life intangible assets, net | $ 122,794 | $ 124,393 |
Definite-Life Intangible Asse30
Definite-Life Intangible Assets (Details Textual) - USD ($) | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Definite-Life Intangible Assets (Textual) | |||
Definite-life intangible assets | $ 122,794 | $ 124,393 | |
Amortization expense | $ 7,900 | $ 7,371 | |
Patents are recorded at cost and amortized | 20 years |
Note Receivable (Details)
Note Receivable (Details) | Dec. 31, 2017USD ($) |
Schedule of future maturities of long-term receivables | |
2,018 | |
2,019 | |
2,020 | 446,939 |
2,021 | |
2,022 | |
Thereafter | |
Total | $ 446,939 |
Note Receivable (Details Textua
Note Receivable (Details Textual) - USD ($) | 1 Months Ended | ||
Jul. 14, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | |
Note Receivable (Textual) | |||
Loan receivable | $ 446,939 | $ 196,140 | |
Loan receivable additional | $ 53,061 | ||
Enochian Biopharma, Inc. [Member] | |||
Note Receivable (Textual) | |||
Related party exchange for a promissory note executed | $ 500,000 | ||
Maturity date | Jul. 13, 2020 | ||
Bears interest | 5.00% |
Notes Payable - Related Party33
Notes Payable - Related Party (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Summary of notes payable to related parties | ||
Total Notes Payable - Related Party | $ 89,000 | $ 87,816 |
Less Current Maturities | (89,000) | (87,817) |
Note Payables - Related Party Long Term | ||
Non-Interest Bearing Loan Payable Sunrise Financial Group Inc. [Member] | ||
Summary of notes payable to related parties | ||
Total Notes Payable - Related Party | 38,235 | 38,235 |
6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC [Member] | ||
Summary of notes payable to related parties | ||
Total Notes Payable - Related Party | $ 50,765 | $ 49,581 |
Notes Payable - Related Party34
Notes Payable - Related Party (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Notes Payable - Related Party (Textual) | ||||
Notes payable acquired in reverse acquisition | $ 38,235 | $ 38,235 | ||
Outstanding balance for professional fees paid by a shareholder and amounts advanced to parent | 38,235 | 38,235 | ||
Related party interest | $ 592 | $ 592 | 1,183 | $ 1,184 |
6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC [Member] | ||||
Notes Payable - Related Party (Textual) | ||||
Outstanding balance on note including accrued interest | $ 50,765 | $ 48,417 |
Convertible Notes Payable - R35
Convertible Notes Payable - Related Party (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Schedule of convertible notes payable to related parties | ||
Non-Interest Bearing Notes Payable to a Shareholder | $ 120,300 | $ 120,300 |
Non-Interest Bearing Notes Payable to a Former Director and Shareholder | 240,600 | |
Non-Interest Bearing Notes Payable to a Former Director and Shareholder | 52,770 | |
Less Discount | 0 | (11,997) |
Total Convertible Notes Payable - Related Party | 120,300 | 401,673 |
Less Current Maturities | (120,300) | (401,673) |
Net Convertible Note Payables - Related Party Long Term |
Convertible Notes Payable - R36
Convertible Notes Payable - Related Party (Details 1) | Dec. 31, 2017USD ($) |
Schedule of future maturities of short-term debt | |
2,018 | $ 120,300 |
2,019 | |
2,020 | |
2,021 | |
2,022 | |
Thereafter | |
Total | $ 120,300 |
Convertible Notes Payable - R37
Convertible Notes Payable - Related Party (Details Textual) - USD ($) | Mar. 09, 2017 | Jan. 31, 2018 | Nov. 29, 2017 | Oct. 31, 2017 | Sep. 21, 2016 | Aug. 24, 2016 | Jul. 19, 2016 | Jul. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Convertible notes payable | $ 90,225 | |||||||||
Converted into common stock | 150,374 | |||||||||
July 1 Note [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Convertible notes payable | $ 60,150 | |||||||||
Interest rate | 3.00% | |||||||||
Common stock at per share | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||||
Trading price | $ 2.50 | |||||||||
Discount rate | $ 2,639 | |||||||||
Beneficial conversion feature discount | $ 15,038 | |||||||||
Amortization of discount | $ 3,697 | $ 5,234 | ||||||||
July 1 Note [Member] | Subsequent Event [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Converted into common stock | 37,594 | |||||||||
July 19 Note [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Convertible notes payable | $ 60,150 | |||||||||
Interest rate | 3.00% | |||||||||
Common stock at per share | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||||
Discount rate | $ 2,555 | |||||||||
Amortization of discount | 899 | 783 | ||||||||
July 19 Note [Member] | Subsequent Event [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Converted into common stock | 37,594 | |||||||||
August 24 Note [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Convertible notes payable | $ 90,225 | |||||||||
Interest rate | 3.00% | |||||||||
Common stock at per share | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||||
Trading price | $ 2.05 | |||||||||
Discount rate | $ 3,577 | |||||||||
Beneficial conversion feature discount | $ 2,256 | |||||||||
Amortization of discount | $ 56,390 | 1,610 | 1,487 | |||||||
September 21 Note [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Convertible notes payable | $ 150,375 | |||||||||
Interest rate | 3.00% | |||||||||
Common stock at per share | $ 1.60 | $ 2 | ||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||||
Discount rate | $ 5,630 | |||||||||
Amortization of discount | $ 1,202 | |||||||||
Converted into common stock | 93,984 | |||||||||
March 9 Note [Member] | ||||||||||
Convertible Notes Payable - Related Party (Textual) | ||||||||||
Convertible notes payable | $ 52,770 | |||||||||
Interest rate | 3.00% | |||||||||
Common stock at per share | $ 2 | $ 1.60 | ||||||||
Maturity date | Jun. 30, 2017 | Dec. 31, 2017 | ||||||||
Discount rate | $ 486 | |||||||||
Converted into common stock | 32,982 |
Leases (Details)
Leases (Details) - USD ($) | Nov. 13, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Leases (Textual) | |||
Rental payments for operating leases | $ 1,450 | $ 1,395 | |
Lease premises, description | The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Company is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018. | ||
Lease agreement term, description | The Company entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”). | ||
Leased Laboratory Space [Member] | |||
Leases (Textual) | |||
Rental payments for operating leases | 1,000 | ||
Leased Laboratory Space [Member] | DKK [Member] | |||
Leases (Textual) | |||
Rental payments for operating leases | $ 6,300 | ||
Virtual Office [Member] | |||
Leases (Textual) | |||
Lease premises, description | The Company had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated November 30, 2017. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Dec. 31, 2017 | |
Summary of weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model | |
Expected term (in years) | 3 years 3 months 15 days |
Volatility | 189.65% |
Risk free interest rate | 0.87% |
Dividend yield | 0.00% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Stock options [Member] - $ / shares | 6 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Summary of stock options outstanding | ||
Options Outstanding, Number Outstanding | 900,000 | 900,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years | |
Options Outstanding, Weighted Average Exercise Price | $ 2 | $ 2 |
Options Exercisable, Number Exercisable | 900,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 2 | |
Exercise price range [Member] | ||
Summary of stock options outstanding | ||
Exercise Prices | $ 2 | |
Options Outstanding, Number Outstanding | 900,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years | |
Options Outstanding, Weighted Average Exercise Price | $ 2 | |
Options Exercisable, Number Exercisable | 900,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 2 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) | Feb. 12, 2014 | Oct. 31, 2017 | Dec. 31, 2017 |
Summary of stock option activity | |||
Granted | 185,053 | 900,000 | |
Stock options [Member] | |||
Summary of stock option activity | |||
Options Outstanding, Number Outstanding | 900,000 | ||
Granted | 0 | ||
Exercised | |||
Forfeited | |||
Expired | |||
Outstanding at end of period | 900,000 | ||
Vested and expected to vest | 900,000 | ||
Options Exercisable, Number Exercisable | 900,000 | ||
Weighted Average Exercise Price, Outstanding at beginning of period | $ 2 | ||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Expired | |||
Options Outstanding, Weighted Average Exercise Price | 2 | ||
Weighted Average Exercise Price, Vested and expected to vest | 2 | ||
Options Exercisable, Weighted Average Exercise Price | $ 2 | ||
Average Remaining Life, Outstanding, Beginning | 2 years | ||
Average Remaining Life, Outstanding, Ending | 2 years | ||
Average Remaining Life, Vested and expected to vest | 2 years | ||
Average Remaining Life, Exercisable end of period | 2 years | ||
Weighted Average Intrinsic Value, Granted | |||
Weighted Average Intrinsic Value, Exercised | |||
Weighted Average Intrinsic Value, Forfeited | |||
Weighted Average Intrinsic Value, Expired | |||
Weighted Average Intrinsic Value, Outstanding at end of period | 2.75 | ||
Weighted Average Intrinsic Value, Vested and expected to vest | 2.75 | ||
Weighted Average Intrinsic Value, Exercisable end of period | $ 2.75 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrants [Member] | 6 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Summary of common stock purchase underlying the warrants outstanding | |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 7,963,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 3 months |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 7,963,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Exercise price range one [Member] | |
Summary of common stock purchase underlying the warrants outstanding | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 2,463,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 2,463,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Exercise price range [Member] | |
Summary of common stock purchase underlying the warrants outstanding | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 5,500,000 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 2 months 12 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 5,500,000 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jul. 12, 2017 | Jun. 09, 2017 | May 15, 2017 | Feb. 12, 2014 | Apr. 01, 2001 | Nov. 29, 2017 | Oct. 31, 2017 | Aug. 30, 2017 | Apr. 21, 2017 | Sep. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 |
Stockholders' Equity (Textual) | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||
Common stock, shares issued | 13,910,894 | 12,433,290 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares outstanding | 13,910,894 | 12,433,290 | |||||||||||
Offering of common stock, shares | 183,356 | ||||||||||||
Common stock price per share | $ 1.60 | $ 1.80 | |||||||||||
Proceeds of common stock | $ 1,601,029 | ||||||||||||
Common stock reserved for issuance | 185,053 | ||||||||||||
Share exchange agreement, acquisition percentage | 3.08% | 3.08% | |||||||||||
Share exchange agreement, shares issued to parent company | 123,464 | 123,464 | |||||||||||
Options granted and outstanding | 185,053 | 900,000 | |||||||||||
Stock based compensation expense | $ 0 | 626,487 | |||||||||||
Cash held in escrow | 4,811,766 | ||||||||||||
Unrecognized compensation cost related to non-vested options | 0 | $ 0 | |||||||||||
Non-cash compensation expense | $ 112,837 | $ 112,837 | $ 626,487 | ||||||||||
Non vested warrants shares | 0 | ||||||||||||
Expected term (in years) | 3 years 3 months 15 days | ||||||||||||
Volatility | 189.65% | ||||||||||||
Risk free interest rate | 0.87% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Shares issued for compensation to CEO | 62,687 | ||||||||||||
Convertible promissory note | $ 90,225 | ||||||||||||
Convertible promissory note one | 150,375 | ||||||||||||
Convertible promissory note two | $ 52,770 | ||||||||||||
Stock options [Member] | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Offering of common stock, shares | 300,000 | ||||||||||||
Options granted and outstanding | 0 | ||||||||||||
Intrinsic value of stock option | $ 2.75 | ||||||||||||
Maturity date | Dec. 31, 2019 | ||||||||||||
Strike price | $ 2 | ||||||||||||
Common stock [Member] | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Common stock reserved for issuance | 185,053 | ||||||||||||
Share exchange agreement, acquisition percentage | 100.00% | ||||||||||||
Share exchange agreement number of share cancellation | 4,400,000 | ||||||||||||
Exchanged shares of parent's common stock | 1.498842 | ||||||||||||
Share exchange agreement, shares issued to parent company | 6,000,000 | ||||||||||||
Warrants [Member] | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Non-cash compensation expense | $ 115,754 | ||||||||||||
Warrants issued for consulting services | 100,000 | ||||||||||||
Expected term (in years) | 5 years | ||||||||||||
Volatility | 188.00% | ||||||||||||
Risk free interest rate | 1.77% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Stock options [Member] | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Offering of common stock, shares | 1,231,561 | ||||||||||||
Common stock price per share | $ 1.30 | ||||||||||||
Sold of common stock | 2,700,000 | ||||||||||||
Proceeds of common stock | $ 3,510,000 | ||||||||||||
Warrants issued to purchase shares of common stock | 5,400,000 | ||||||||||||
Strike price | $ 1.30 | ||||||||||||
Proceeds from stock offering, net | $ 1,601,029 | ||||||||||||
Consulting Agreement [Member] | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Offering of common stock, value | $ 240,000 | ||||||||||||
Offering of common stock, shares | 200,000 | ||||||||||||
Common stock price per share | $ 1.20 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - shares | Dec. 16, 2013 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Common stock reserved for issuance | 185,053 | |
Terminate of agreement | 180 days | |
Payments for royalty period | 20 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 12, 2014 | Dec. 29, 2017 | Oct. 31, 2017 | Sep. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 29, 2017 | Aug. 30, 2017 |
Related Party Transactions (Textual) | ||||||||
Shares price, per share | $ 1.60 | $ 1.80 | ||||||
Stock option grants | 185,053 | 900,000 | ||||||
Non-cash compensation | $ 112,837 | $ 626,487 | ||||||
Debt conversion shares issued | 150,374 | |||||||
Debt conversion shares price | $ 1.60 | |||||||
Consulting Agreement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Consulting agreement, description | On December 29, 2017 the Company entered into a consulting agreement (“RS Consulting Agreement”) with RS Group ApS, a company owned and controlled by 2 Company directors for consulting services from October 1, 2017 through March 31, 2018.In consideration for the consulting services, the Company will pay RS Group ApS $367,222. At December 31, 2017 the Company had a payable to RS Group ApS of $367,222. | |||||||
Board of Directors Chairman [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Accounts payable - related party | $ 0 | $ 127,947 | ||||||
Shares price, per share | $ 2 | |||||||
Non-cash compensation | $ 626,487 | |||||||
Lease expiration date | Dec. 31, 2019 | |||||||
APE Invest [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Financial service agreement, description | The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016. | |||||||
Lease expiration date | Jun. 9, 2017 | |||||||
Officers and directors [Member] | | Employees stock options [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Stock option grants | 900,000 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jan. 12, 2018 | Jan. 24, 2018 | Nov. 29, 2017 |
Subsequent Events (Textual) | |||
Issued shares of common stock | 183,356 | ||
Subsequent Event [Member] | |||
Subsequent Events (Textual) | |||
Merger agreement, description | The Merger Agreement provides, among other things, that the Merger Sub will merge with and into Enochian, with Enochian as the surviving corporation (the “Merger”). As consideration for the Merger, the stockholders of Enochian shall be entitled to receive (i) 50% of the number of shares of Common Stock issued and outstanding as of the effective time of the Merger, in the aggregate, after giving effect to the Merger, and (ii) earn-out shares of the Common Stock pro rata upon the exercise or conversion of any of the Parent’s stock options and warrants which are outstanding at closing. | ||
Subsequent Event [Member] | July 1 Note and the July 19 Note [Member] | |||
Subsequent Events (Textual) | |||
Issued shares of common stock | 75,188 |