Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Enochian Biosciences Inc | |
Entity Central Index Key | 1,527,728 | |
Document Type | 10-Q | |
Trading Symbol | ENOB | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 36,163,924 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
CURRENT ASSETS: | ||
Cash | $ 13,405,185 | $ 15,600,865 |
Other Receivables | 122,866 | |
Prepaid Expenses | 142,390 | 38,284 |
Total Current Assets | 13,547,575 | 15,762,015 |
PROPERTY AND EQUIPMENT, Net Accumulated Depreciation | 334,077 | 27,402 |
OTHER ASSETS | ||
Definite Life Intangible Assets, Net Accumulated Amortization | 150,137,800 | 152,095,459 |
Deposits | 137,550 | 137,550 |
Goodwill | 11,640,000 | 11,640,000 |
Total Other Assets | 161,915,350 | 163,873,009 |
TOTAL ASSETS | 175,797,002 | 179,662,426 |
CURRENT LIABILITIES: | ||
Accounts Payable-Trade | 478,126 | 571,809 |
Accounts Payable - Related Party | 235,000 | 235,000 |
Accrued Expenses | 71,757 | 66,913 |
Total Current Liabilities | 784,883 | 873,722 |
Contingent Consideration Liability | 21,423,000 | 22,891,000 |
Total Liabilities | 22,207,883 | 23,764,722 |
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, 36,173,924 shares issued and outstanding at September 30, 2018; 36,163,924 issued and outstanding at June 30, 2018 | 3,617 | 3,616 |
Additional Paid-In Capital | 193,369,962 | 193,283,798 |
Accumulated deficit | (39,898,622) | (37,595,389) |
Other Comprehensive Income, Net | 114,162 | 205,679 |
Total Stockholder's Equity | 153,589,119 | 155,897,704 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 175,797,002 | $ 179,662,426 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 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 (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 36,173,924 | 36,163,924 |
Common stock, shares outstanding | 36,173,924 | 36,163,924 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of Goods Sold | ||
Gross profit (Loss) | ||
Operating Expenses | ||
General and Administrative Expenses | 1,165,708 | 288,123 |
Non-Cash and Stock-Based Compensation Expense | 86,166 | 112,837 |
Research and Development Expenses | 493,555 | 153,652 |
Depreciation and Amortization | 1,958,562 | 3,946 |
Consulting Expenses | 62,035 | 67,210 |
Total Operating Expense | 3,766,026 | 625,768 |
(LOSS) FROM OPERATIONS | (3,766,026) | (625,768) |
Other Income (Expense) | ||
Change in Fair value of contingent consideration | 1,468,000 | |
Interest (Expense) | (44) | (177) |
Interest (Expense) - Related Party | (592) | |
Income (Loss) on Currency Transactions | (31,978) | 387,409 |
Interest and Other Income net | 26,815 | 8,715 |
Total Other Income | 1,462,793 | 395,355 |
Loss Before Income Taxes | (2,303,233) | (230,413) |
Income Tax (Benefit) | 0 | (4,638) |
NET (LOSS) | $ (2,303,233) | $ (225,775) |
BASIC AND DILUTED LOSS PER SHARE (in dollar per shares) | $ (0.06) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED (in shares) | 36,170,882 | 12,685,832 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (2,303,233) | $ (225,775) |
Currency Translation, Net of Taxes | (91,517) | (255,181) |
Other Comprehensive Loss | $ (2,394,750) | $ (480,956) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Cash Flows [Abstract] | ||
NET (LOSS) | $ (2,303,233) | $ (225,775) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and Amortization | 1,958,561 | 3,946 |
Change in Consideration of Contingent Consideration Liability | (1,468,000) | |
Non-Cash and Stock-Based Compensation Expense | 86,166 | 112,837 |
Accrued Interest on Notes Payable - Related Party | 592 | |
Accretion of Discount on Notes Payable | 5,297 | |
CHANGES IN ASSETS AND LIABILITIES: | ||
Decrease in Other Receivables | 117,770 | 42,541 |
(Increase) in Prepaid Expenses/Deposits | (99,790) | (2,263) |
(Decrease) in Accounts Payable | (93,042) | (225,098) |
Increase in Accounts Payable - Related Party | ||
Increase (Decrease) in Accrued Expenses | 4,844 | (218,998) |
Total Adjustments | 506,509 | (281,146) |
NET CASH USED IN OPERATING ACTIVITIES | (1,796,724) | (506,921) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Property and Equipment | (308,186) | |
Net (Increase) in Note Receivables | (226,200) | |
NET CASH USED IN INVESTING ACTIVITIES | (308,186) | (226,200) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds on Notes Payable - Related Party | (1,559,763) | |
Proceeds from Stock Issuances | 1,595,264 | |
NET CASH USED IN FINANCING ACTIVITIES | (4,499) | |
(Loss) on Currency Translation | (90,770) | (259,433) |
NET CHANGE IN CASH | (2,195,680) | (997,053) |
CASH, BEGINNING OF PERIOD | 15,600,865 | 3,941,712 |
CASH, END OF PERIOD | 13,405,185 | 2,944,659 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | ||
Income Taxes | ||
Non-cash Investing and Financing Activities |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and 2017 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, 2018 audited financial statements. The results of operations for the periods ended September 30, 2018 and September 30, 2017 are not necessarily indicative of the operating results for the full year. Business and Basis of Presentation – Subsidiaries Enochian Biopharma Inc. (“Enochian Biopharma”) was incorporated on May 19, 2017 in Delaware and is a 100% owned subsidiary of the Registrant. Enochian Biopharma owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of Enochian Biopharma from the date of the acquisition which was completed on February 16, 2018. DanDrit BioTech ApS, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 86,490 shares of common stock of DanDrit Denmark or 2.20% of outstanding shares to be acquired with the 129,596 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. Acquisition of Enochian Biopharma- On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., (“Acquisition Sub”), Enochian Biopharma and Weird Science, LLC (“Weird Science”) entered into the Acquisition Agreement, pursuant to which on February 16, 2018, Enochian Biopharma became a wholly owned subsidiary of the Registrant (the “Acquisition”). Year End Consolidation Functional Currency / Foreign currency translation Cash and Cash Equivalents Property and Equipment Intangible Assets Goodwill We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the fair value exceeds carrying value, then it is concluded that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. The carrying value of goodwill at September 30, 2018, was $11.64 million. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material. 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. 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. The following table sets forth the liabilities at September 30, 2018, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Reporting Date Using September 30, 2018 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability $ 21,423,000 $ - $ - $ 21,423,000 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2018 $ 22,891,000 Fair value adjustment (1,468,000 Balance September 30, 2018 $ 21,423,000 Stock Options and Warrants Stock-Based Compensation - Accounting Estimates Recent Accounting Pronouncements 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. Reclassification . |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2018 and June 30, 2018: September 30, June 30, Useful Life 2018 2018 Lab Equipment and Instruments 4-7 $ 509,439 $ 202,197 Furniture Fixtures and Equipment 4-7 58,653 58,977 Total 568,092 261,174 Less Accumulated Depreciation (234,015 ) (233,772 ) Net Property and Equipment $ 334,077 $ 27,402 Depreciation expense amounted to $1,512 and $0 for the three month period ended September 30, 2018 and 2017, respectively. |
DEFINITE-LIFE INTANGIBLE ASSETS
DEFINITE-LIFE INTANGIBLE ASSETS | 3 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DEFINITE-LIFE INTANGIBLE ASSETS | NOTE 3 — DEFINITE-LIFE INTANGIBLE ASSETS At September 30, 2018 and June 30, 2018, definite-life intangible assets consisted of the following: Useful Life September 30, 2018 Period Change Effect of Currency Translation June 30, 2018 Patents 20 Years $ 309,261 — $ (1,707 ) $ 310,968 License Agreement 20 Years 154,824,000 — — 154,824,000 Goodwill 11,640,000 — 11,640,000 Total 166,773,261 — (1,707 ) 166,774,968 Less Accumulated Amortization (4,995,461 ) (1,955,952 ) — (3,039,509 ) Net Definite-Life Intangible Assets $ 161,777,800 (1,955,952 ) (1,707 ) $ 163,735,459 During February 2018, the Company acquired a License Agreement (as licensee) to the HIV therapy being developed as ENO-1001 which consists of a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies in the Field (the “License”). Expected future amortization expense for the years ended are as follows: Year ending June 30, 2019 5,817,592 2020 7,756,790 2021 7,756,790 2022 7,756,790 2023 7,756,790 Thereafter 113,293,048 $ 150,137,800 Impairment – Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets assessing the qualitative factors and determines if it is more than likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset. |
LEASES
LEASES | 3 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
LEASES | NOTE 4 — LEASES Operating Leases The Registrant 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 effective November 30, 2017. On November 13, 2017, the Registrant 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 Registrant 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 Registrant 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. On March 21, 2018, the Registrant entered into a Sub Lease Agreement for a term of five years commencing on April 2, 2018, with Rodeo Realty, Inc., a California Corporation (the “Lessee”), as lessee, pursuant to which the Lessee agreed to lease the Leased Premises from the Registrant under the same terms and conditions for the Leased Premises between the Registrant and the Landlord. The Sub Lease Agreement was terminated on July 18, 2018. On June 19, 2018, the Registrant entered into a Lease Agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. The base rent increases by 3% each year, and ranges from $12,265 per month for the first year to $16,003 per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements. On October 11, 2018, the Registrant entered into a Sub Lease Agreement with a 3-month term ending January 12, 2019, with RealTech Construction Co, LLC ( “RealTech”), as lessee, pursuant to which RealTech agreed to lease the Leased Premises from the Registrant under the same terms and conditions for the Leased Premises between the Registrant and the Landlord. For the three months ended September 30, 2018 and September 30, 2017 lease expense charged to general and administrative expenses amounted to $4,391 and $1,450, respectively. Below are the lease commitments for the next 10 years: Year Ending June 30th Lease Expense 2019 254,968 2020 267,140 2021 275,154 2022 283,408 2023 291,911 2024 175,741 2025 181,013 2026 186,443 2027 192,037 2028 197,798 Total $ 2,305.613 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 — STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Voting — Dividends — Liquidation Rights — Common Stock Issuances — Acquisition of EBI / Contingently issuable shares — Recognition of Options The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option 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 stock options granted using the Black-Scholes option-pricing model are as follows: Enochian Biosciences Inc. Expected term (in years) 3-10 Volatility 96.61-98.05 % Risk free interest rate 3.08-3.23 % Dividend yield 0 % The Company recognized stock-based compensation expense (excluding other non-cash compensation expense) related to the options of $46,166 and $0 for the three months ended September 30, 2018 and 2017, respectively. At September 30, 2018, the Company had approximately $329,218 of unrecognized compensation cost related to non-vested options. Acquisition of DanDrit Denmark — Stock Grants - Grant Warrants/ Plan Options On February 6, 2014, the Board adopted the Registrant’s 2014 Equity Incentive Plan (the “Plan”), and the Registrant has reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. To date the Registrant has granted options under the Plan (“Plan Options”) to purchase 89,978 shares of Common Stock. On September 19, 2018 the Company increased the compensation of the Board’s independent directors to $60,000 per year, along with an increase of the annual compensation to the Chair of the Audit Committee to $15,000 per year and the addition of cash retainers in the amount of $7,500, $5,000 and $4,000 to the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively. In addition, the Company granted additional options to the independent directors to increase their non-cash compensation to $75,000 per annum. All newly granted options will have exercise prices as of the market price of the Company’s common stock on the date of grant. A summary of the status of the Plan Options and Grant Warrants outstanding at September30, 2018 is presented below: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 8.00 69,235 9.6 $ 8.00 - - 5.74 15,679 9.9 5.74 - - 3.95 5,064 10 3.95 - - $ 2.00 650,000 1.2 $ 2.00 650,000 $ 4.00 Total - 739,978 2.3 $ 2.00 650,000 $ 4.00 A summary of the status of the Plan Options and the Grant Warrants for the three months ended September 30, 2018, and changes during the period are presented below: September 30, 2018 Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 690,621 $ 2.00 2.50 $ - Granted 49,357 6.87 10 - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 739,978 $ 2.27 2.21 $ 2,507,138 Vested and expected to vest 650,000 $ 2.00 2.50 $ 2,496,000 Exercisable end of period 650,000 $ 2.00 2.50 $ 2,496,000 At September 30, 2018, all Grant Warrants are exercisable and no Plan Options are exercisable. The total intrinsic value of options at September 30, 2018 and 2017 was $2,507,138 and $0, respectively. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at September 30, 2018 (for outstanding options), less the applicable exercise price. Common Stock Purchase Warrants A summary of the status of shares of Common Stock which can be purchased underlying the warrants outstanding at September 30, 2018 is presented below: Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 5,813,122 4.69 $ 1.30 5,813,122 $ 1.30 $ 8.00 25,000 2.38 $ 8.00 25,000 $ 8.00 Total 5,838,122 3.6 $ 1.33 5,838,122 $ 1.33 At September 30, 2018 and 2017 the Company had 0 non-vested warrants. The Company recorded non-cash compensation expense of $0 and $112,837 for the three months ended September 30, 2018 and 2017 respectively. 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 | 3 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Consulting Agreements G-Tech Agreement On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6 months. For the three months ended September 30, 2018, Carl Sandler was paid $15,000 for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount is included in “Consulting Expenses” in our Condensed Consolidated Statement of Operations. Shares held for non-consenting shareholders – Food and Drug Administration (FDA) - Product liability - Employment Agreements - Contingencies |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 — RELATED PARTY TRANSACTIONS On September 15, 2016, the Registrant recorded $626,487 in stock-based compensation for the grant of 900,000 Grant Warrants to employees, officers, and certain directors of the Registrant, 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 applicable in the discretion of the Company. At September 30, 2018, there were 650,000 Grant warrants outstanding. On December 29, 2017, the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors, for consulting services from October 1, 2017 through March 31, 2018. In consideration for the consulting services in connection with the negotiation and structuring of the acquisition of Enochian Biopharma, the Registrant paid RS Group ApS $367,222. On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, who subsequently became a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6 months. For the three month period ending September 30, 2018, Carl Sandler was paid $15,000 for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations. On February 16, 2018, the Registrant entered into a consulting agreement with Weird Science, a significant shareholder of the Registrant, under which Weird Science was to provide ongoing medical services related to the development of the Company’s products for the treatment of HIV and cancer. In consideration for such consulting services, the Company was to pay up to $30,000 per month for the consulting services. For the three month period ending September 30, 2018, Weird Science was paid nothing. On July 9, 2018, the consulting agreement was terminated. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. The following subsequent events occurred: On October 30, 2018, the Board increased its size from 6 to 7 members and appointed Mr. Debruyne as a director, whom is considered independent under the listing standards of the Nasdaq Capital Market. In connection with his appointment, Mr. Debruyne will be paid $60,000 per year and shall receive options valued at $75,000 under the Company’s Equity Incentive Plan, vesting yearly. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation – |
Subsidiaries | Subsidiaries Enochian Biopharma Inc. (“Enochian Biopharma”) was incorporated on May 19, 2017 in Delaware and is a 100% owned subsidiary of the Registrant. Enochian Biopharma owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of Enochian Biopharma from the date of the acquisition which was completed on February 16, 2018. DanDrit BioTech ApS, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 86,490 shares of common stock of DanDrit Denmark or 2.20% of outstanding shares to be acquired with the 129,596 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. |
Acquisition of Enochian Biopharma | Acquisition of Enochian Biopharma- On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., (“Acquisition Sub”), Enochian Biopharma and Weird Science, LLC (“Weird Science”) entered into the Acquisition Agreement, pursuant to which on February 16, 2018, Enochian Biopharma became a wholly owned subsidiary of the Registrant (the “Acquisition”). |
Year End | Year End |
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 |
Goodwill | Goodwill We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the fair value exceeds carrying value, then it is concluded that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. The carrying value of goodwill at September 30, 2018, was $11.64 million. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material. |
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. |
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. The following table sets forth the liabilities at September 30, 2018, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Reporting Date Using September 30, 2018 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability $ 21,423,000 $ - $ - $ 21,423,000 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2018 $ 22,891,000 Fair value adjustment (1,468,000 Balance September 30, 2018 21,423,000 |
Stock Options and Warrants | Stock Options and Warrants |
Stock-Based Compensation | Stock-Based Compensation - |
Accounting Estimates | Accounting Estimates |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. |
Reclassification | Reclassification —Certain balances reported in the financial statements as of June 30, 2017 have been reclassified to conform with the headings used as of June 30, 2018 and included breaking out $1,600,354 in advances for purchase of shares of Common Stock from Notes Payable – Related Party to Advances for the Purchase of Common Stock. This reclassification is related to a private placement offering of 1,231,561 units for total proceeds to the Company of $1,601,029 that was completed on July 12, 2017, for which some funds were advanced prior to June 30, 2017. In addition, the Company also reclassified $626,487 of non-cash compensation expense from general and administrative expenses . |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant to the fair value measurement | Fair Value Measurements at Reporting Date Using September 30, 2018 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability $ 21,423,000 $ - $ - $ 21,423,000 |
Summary of contingent consideration liability | The roll forward of the contingent consideration liability is as follows: Balance June 30, 2018 $ 22,891,000 Fair value adjustment (1,468,000 Balance September 30, 2018 21,423,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment consisted of the following at September 30, 2018 and June 30, 2018: September 30, June 30, Useful Life 2018 2018 Lab Equipment and Instruments 4-7 $ 509,439 $ 202,197 Furniture Fixtures and Equipment 4-7 58,653 58,977 Total 568,092 261,174 Less Accumulated Depreciation (234,015 ) (233,772 ) Net Property and Equipment 334,077 $ 27,402 |
DEFINITE-LIFE INTANGIBLE ASSE_2
DEFINITE-LIFE INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of life intangible assets | At September 30, 2018 and June 30, 2018, definite-life intangible assets consisted of the following: Useful Life September 30, 2018 Period Change Effect of Currency Translation June 30, 2018 Patents 20 Years $ 309,261 — $ (1,707 ) $ 310,968 License Agreement 20 Years 154,824,000 — — 154,824,000 Goodwill 11,640,000 — 11,640,000 Total 166,773,261 — (1,707 ) 166,774,968 Less Accumulated Amortization (4,995,461 ) (1,955,952 ) — (3,039,509 ) Net Definite-Life Intangible Assets $ 161,777,800 (1,955,952 ) (1,707 ) $ 163,735,459 |
Schedule of expected future amortization expense | Expected future amortization expense for the years ended are as follows: Year ending June 30, 2019 5,817,592 2020 7,756,790 2021 7,756,790 2022 7,756,790 2023 7,756,790 Thereafter 113,293,048 $ 150,137,800 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Lease commitments | Below are the lease commitments for the next 10 years: Year Ending June 30th Lease Expense 2019 254,968 2020 267,140 2021 275,154 2022 283,408 2023 291,911 2024 175,741 2025 181,013 2026 186,443 2027 192,037 2028 197,798 Total $ 2,305.613 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of weighted-average assumptions used to estimate the fair values of the stock options granted | The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows: Enochian Biosciences Inc. Expected term (in years) 3-10 Volatility 96.61-98.05 % Risk free interest rate 3.08-3.23 % Dividend yield 0 % |
Summary of stock options outstanding | A summary of the status of the Plan Options and Grant Warrants outstanding at September 30, 2018 is presented below: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 8.00 69,235 9.6 $ 8.00 - - 5.74 15,679 9.9 5.74 - - 3.95 5,064 10 3.95 - - $ 2.00 650,000 1.2 $ 2.00 650,000 $ 4.00 Total - 739,978 2.3 $ 2.00 650,000 $ 4.00 |
Summary of stock option activity | A summary of the status of the Plan Options and the Grant Warrants for the three months ended September 30, 2018, and changes during the period are presented below: September 30, 2018 Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 690,621 $ 2.00 2.50 $ - Granted 49,357 6.87 10 - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 739,978 $ 2.27 2.21 $ 2,507,138 Vested and expected to vest 650,000 $ 2.00 2.50 $ 2,496,000 Exercisable end of period 650,000 $ 2.00 2.50 $ 2,496,000 |
Summary of common stock purchase warrants | A summary of the status of shares of Common Stock which can be purchased underlying the warrants outstanding at September 30, 2018 is presented below: Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 5,813,122 4.69 $ 1.30 5,813,122 $ 1.30 $ 8.00 25,000 2.38 $ 8.00 25,000 $ 8.00 Total 5,838,122 3.6 $ 1.33 5,838,122 $ 1.33 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Sep. 30, 2018USD ($) | |
Contingent Consideration Liability | $ 21,423,000 |
Fair Value, Inputs, Level 1 [Member] | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 2 [Member] | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 3 [Member] | |
Contingent Consideration Liability | $ 21,423,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 3 Months Ended |
Sep. 30, 2018USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning | $ 22,891,000 |
Fair value adjustment | (1,468,000) |
Balance at end | $ 21,423,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 16, 2018 | Apr. 01, 2001 | Jul. 12, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | May 19, 2017 |
Ownership percentage of subsidiary | 100.00% | ||||||
Cash held in financial institutions | $ 13,155,185 | $ 15,350,865 | |||||
Property plant and equipment estimated useful lives, Description | <font style="font: 10pt Times New Roman, Times, Serif">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 ten years</font></p>" id="sjs-E4"><p style="margin: 0pt"><font style="font: 10pt Times New Roman, Times, Serif">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 ten years</font></p> | ||||||
Value added tax, percentage | 25.00% | ||||||
Value added tax paid to Danish and EU vendors | 25.00% | ||||||
Research and development expense | $ 493,555 | $ 153,652 | |||||
Goodwill | $ 11,640,000 | $ 11,640,000 | |||||
Share exchange agreement, acquisition percentage | 2.20% | ||||||
Share exchange outstanding share of common stock | 129,596 | ||||||
Share exchange agreement, shares issued to parent company | 86,490 | 86,490 | 123,464 | ||||
Common Stock outstanding | 36,173,924 | 36,163,924 | |||||
Potential dilutive shares | 6,573,036 | ||||||
Non-cash compensation | $ 86,166 | $ 112,837 | |||||
Recognized non-cash compensation cost | 626,487 | ||||||
Income Taxes Expense (Benefit) | $ 0 | (4,638) | |||||
Amortized the patents on a straight line basis over the estimated useful life | 20 years | ||||||
Private placement offering units | 1,231,561 | ||||||
Total proceeds | $ 1,601,029 | ||||||
Advances for purchase of common shares | $ 1,600,354 | ||||||
Employee And Consulting | |||||||
Non-cash compensation | 46,166 | ||||||
Recognized non-cash compensation cost | 46,166 | ||||||
Income Taxes Expense (Benefit) | |||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | |||||||
Shares issued on business combination | 18,081,962 | ||||||
Common shares contingently issuable | 6,488,122 | ||||||
Enochian Biopharma Inc. [Member] | |||||||
Ownership percentage of subsidiary | 100.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 568,092 | $ 261,174 |
Less Accumulated Depreciation | (4,995,461) | (3,039,509) |
PROPERTY AND EQUIPMENT, Net accumulated Depreciation | 334,077 | 27,402 |
Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 58,653 | 58,977 |
Lab Equipment And Instruments [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Lab Equipment And Instruments [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 509,439 | $ 202,197 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,512 | $ 0 |
DEFINITE-LIFE INTANGIBLE ASSE_3
DEFINITE-LIFE INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | |
Useful Life | 20 years | |
Definite-life intangible assets | $ 166,773,261 | $ 166,774,968 |
Accumulated Amortization | 4,995,461 | 3,039,509 |
Period Change | (1,955,952) | |
Effect of Currency Translation | (1,707) | |
Net Definite-Life Intangible Assets | $ 161,777,800 | 163,735,459 |
Patents [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 309,261 | 310,968 |
Effect of Currency Translation | $ (1,707) | |
Licensing Agreements [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 154,824,000 | 154,824,000 |
Effect of Currency Translation | ||
Goodwill [Member] | ||
Definite-life intangible assets | 11,640,000 | $ 11,640,000 |
Accumulated Amortization [Member] | ||
Period Change | (1,955,952) | |
Effect of Currency Translation |
DEFINITE-LIFE INTANGIBLE ASSE_4
DEFINITE-LIFE INTANGIBLE ASSETS (Details 1) | Jun. 30, 2018USD ($) |
Schedule of expected future amortization expense | |
2,019 | $ 5,817,592 |
2,020 | 7,756,790 |
2,021 | 7,756,790 |
2,022 | 7,756,790 |
2,023 | 7,756,790 |
Thereafter | 113,293,048 |
Definite-life intangible assets, net | $ 150,137,800 |
LEASES (Details)
LEASES (Details) | Jun. 30, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 254,968 |
2,020 | 267,140 |
2,021 | 275,154 |
2,022 | 283,408 |
2,023 | 291,911 |
2,024 | 175,741 |
2,025 | 181,013 |
2,026 | 186,443 |
2,027 | 192,037 |
2,028 | 197,798 |
Total | $ 2,305,613 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Nov. 13, 2017 | Jun. 19, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 |
Operating Leased Assets [Line Items] | |||||
Rental payments for operating leases | $ 4,391 | $ 1,450 | |||
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 Registrant 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.</p>" id="sjs-B4"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">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 Registrant 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.</p> | On June 19, 2018, the Registrant entered into a Lease Agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. The base rent increases by 3% each year, and ranges from $12,265.00 per month for the first year to $16,003.04 per month for the tenth year. The Company is entitled to $108,168.00 in contributions toward tenant improvements.</p>" id="sjs-C4"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">On June 19, 2018, the Registrant entered into a Lease Agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. The base rent increases by 3% each year, and ranges from $12,265.00 per month for the first year to $16,003.04 per month for the tenth year. The Company is entitled to $108,168.00 in contributions toward tenant improvements.</p> | |||
Lease agreement term, description | The Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017.</font></p>" id="sjs-B5"><p><font style="font: 10pt Times New Roman, Times, Serif">The Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017.</font></p> | ||||
Lease termination date | Jul. 18, 2018 | ||||
Virtual Office [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Lease premises, description | <font style="font: 10pt Times New Roman, Times, Serif">The Registrant 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 effective November 30, 2017.</font></p>" id="sjs-F9"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font: 10pt Times New Roman, Times, Serif">The Registrant 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 effective November 30, 2017.</font></p> | ||||
Leased Laboratory Space [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Rental payments for operating leases | 1,000 | ||||
Leased Laboratory Space [Member] | DKK [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Rental payments for operating leases | $ 6,300 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - Enochian Biosciences [Member] | 3 Months Ended |
Sep. 30, 2018 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected term (in years) | 3 years |
Volatility | 96.61% |
Risk free interest rate | 3.08% |
Maximum [Member] | |
Expected term (in years) | 10 years |
Volatility | 98.05% |
Risk free interest rate | 3.23% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Option Indexed to Issuer's Equity [Line Items] | ||||
Exercise Prices | ||||
Options Outstanding, Number Outstanding | 739,978 | 739,978 | 690,621 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years 2 months 16 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 2.27 | $ 2.27 | $ 2 | $ 2 |
Options Exercisable, Number Exercisable | 650,000 | 650,000 | ||
Options Exercisable, Weighted Average Exercise Price | $ 2 | $ 2 | ||
Exercise Price Range 8.00 [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Exercise Prices | $ 8 | |||
Options Outstanding, Number Outstanding | 69,235 | 69,235 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 7 months 6 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 9.60 | $ 9.60 | ||
Options Exercisable, Number Exercisable | ||||
Options Exercisable, Weighted Average Exercise Price | ||||
Exercise Price Range 5.74 [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Exercise Prices | $ 5.74 | |||
Options Outstanding, Number Outstanding | 15,679 | 15,679 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 10 months 25 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 9.90 | $ 9.90 | ||
Options Exercisable, Number Exercisable | ||||
Options Exercisable, Weighted Average Exercise Price | ||||
Exercise Price Range 3.95 [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Exercise Prices | $ 3.95 | |||
Options Outstanding, Number Outstanding | 5,064 | 5,064 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 10 years | |||
Options Outstanding, Weighted Average Exercise Price | $ 10 | $ 10 | ||
Options Exercisable, Number Exercisable | ||||
Options Exercisable, Weighted Average Exercise Price | ||||
Exercise Price Range 2.00 [Member] | ||||
Option Indexed to Issuer's Equity [Line Items] | ||||
Exercise Prices | $ 2 | |||
Options Outstanding, Number Outstanding | 650,000 | 650,000 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 1 year 2 months 12 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 1.20 | $ 1.20 | ||
Options Exercisable, Number Exercisable | 650,000 | 650,000 | ||
Options Exercisable, Weighted Average Exercise Price | $ 4 | $ 4 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2017 | |
Option Indexed to Issuer's Equity [Line Items] | |||
Granted | 900,000 | ||
Employee Stock Option [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Outstanding at beginning of period | 690,621 | ||
Granted | 49,357 | ||
Exercised | |||
Forfeited | |||
Expired | |||
Outstanding at end of period | 739,978 | ||
Vested and expected to vest | 650,000 | ||
Exercisable end of period | 650,000 | ||
Weighted average exercise price, Outstanding at beginning of period | $ 2 | ||
Weighted average exercise price, Granted | 6.87 | ||
Weighted average exercise price, Exercised | |||
Weighted average exercise price, Forfeited | |||
Weighted average exercise price, Expired | |||
Weighted average exercise price, Outstanding at end of period | 2.27 | $ 2 | |
Weighted average exercise price, Vested and expected to vest | 2 | ||
Weighted average exercise price, Exercisable end of period | $ 2 | ||
Average remaining life, Outstanding at beginning of period | 2 years 6 months | ||
Average remaining life, Granted | 10 years | ||
Average remaining life, Outstanding at end of period | 2 years 2 months 16 days | ||
Average remaining life, Vested and expected to vest | 2 years 6 months | ||
Average remaining life, Exercisable end of period | 2 years 6 months | ||
Weighted average intrinsic value, Outstanding at beginning of period | |||
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 | 2,507,138 | ||
Weighted average intrinsic value, Vested and expected to vest | 2,496,000 | ||
Weighted average intrinsic value, Exercisable end of period | $ 2,496,000 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Warrant [Member] | 3 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 5,838,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 3 years 7 months 6 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 5,838,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
Exercise Price Range 1.30 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Exercise Prices | $ 1.30 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 5,813,122 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 8 months 9 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.33 |
Equivalent Shares Exercisable, Number Exercisable | shares | 5,813,122 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.33 |
Exercise Price Range 8.00 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Exercise Prices | $ 8 |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 25,000 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 2 years 4 months 17 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 8 |
Equivalent Shares Exercisable, Number Exercisable | shares | 25,000 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 8 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Feb. 16, 2018 | Feb. 06, 2014 | Apr. 01, 2001 | Sep. 19, 2018 | Oct. 31, 2017 | Aug. 24, 2017 | Sep. 15, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued | 36,173,924 | 36,163,924 | ||||||||
Common stock, shares outstanding | 36,173,924 | 36,163,924 | ||||||||
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 | ||||||||||
Proceeds of common stock | $ (1,595,264) | |||||||||
Common stock reserved for issuance | 129,596 | |||||||||
Share exchange agreement, shares issued to parent company | 86,490 | 86,490 | 123,464 | |||||||
Options granted and outstanding | 900,000 | |||||||||
Stock based compensation expense | $ 217,837 | $ 626,487 | ||||||||
Unrecognized compensation cost related to non-vested options | 0 | |||||||||
Non-cash compensation expense | $ 46,166 | $ 0 | ||||||||
Non vested warrants shares | 0 | 0 | ||||||||
Consultant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sold of common stock | 10,000 | |||||||||
Common stock price per share | $ 4 | |||||||||
DanDrit Denmark [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares issued | 55,457 | |||||||||
Independent directors [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Compensation increase | $ 60,000 | |||||||||
Additional option grant for increase in non-cash compensation | 75,000 | |||||||||
Audit Committee [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Compensation increase | 15,000 | |||||||||
Cash retainers | 7,500 | |||||||||
Compensation Committee [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash retainers | 5,000 | |||||||||
Nominating and Corporate Governance Committee [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash retainers | $ 4,000 | |||||||||
2014 Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock reserved for issuance | 1,206,000 | |||||||||
Options granted and outstanding | 89,978 | |||||||||
Employee Stock Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Offering of common stock, shares | 300,000 | |||||||||
Options granted and outstanding | 49,357 | |||||||||
Intrinsic value of stock option | $ 2,507,138 | $ 0 | ||||||||
Maturity date | Dec. 31, 2019 | |||||||||
Strike price | $ 2 | |||||||||
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued on business combination | 18,081,962 | |||||||||
Common shares contingently issuable | 6,488,122 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 09, 2018 | Feb. 16, 2018 | Dec. 29, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 |
Consulting expenses | $ 62,035 | $ 67,210 | ||||
Common stock reserved for issuance | 129,596 | |||||
Common stock issued | 36,173,924 | 36,163,924 | ||||
Research and development expenses | $ 375,000 | |||||
DanDrit Denmark [Member] | ||||||
Common stock issued | 55,457 | |||||
Eric Leire [Member] | Employment Agreements [Member] | Chief Executive Officer [Member] | ||||||
Base compensation | 313,775 | |||||
Robert Wolfe [Member] | Employment Agreements [Member] | ||||||
Base compensation | 240,000 | |||||
Consulting Agreement [Member] | ||||||
Consulting agreement, description | On December 29, 2017, the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors, for consulting services from October 1, 2017 through March 31, 2018. In consideration for the consulting services in connection with the negotiation and structuring of the acquisition of Enochian Biopharma, the Registrant paid RS Group ApS $367,222. | |||||
Consulting Agreement [Member] | G-Tech [Member] | ||||||
Consulting expenses | $ 130,000 | |||||
Related party cost | 375,000 | |||||
Consulting Agreement [Member] | Carl Sandler [Member] | ||||||
Consulting agreement, description | On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6 months. For the three months ended September 30, 2018, Carl Sandler was paid $15,000 for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount is included in “Consulting Expenses” in our Condensed Consolidated Statement of Operations.</p>" id="sjs-C18"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6 months. For the three months ended September 30, 2018, Carl Sandler was paid $15,000 for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount is included in “Consulting Expenses” in our Condensed Consolidated Statement of Operations.</p> | |||||
Consulting expenses | $ 10,000 | $ 15,000 | $ 45,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 09, 2018 | Feb. 16, 2018 | Dec. 29, 2017 | Oct. 31, 2017 | Sep. 15, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 |
Related Party Transaction [Line Items] | ||||||||
Stock option grants | 900,000 | |||||||
Non-cash compensation | $ 86,166 | $ 112,837 | ||||||
Lease expiration date | Jul. 18, 2018 | |||||||
Consulting expenses | $ 62,035 | $ 67,210 | ||||||
Grant warrants outstanding | 650,000 | |||||||
G-Tech [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting expenses | $ 130,000 | |||||||
Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, description | On December 29, 2017, the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors, for consulting services from October 1, 2017 through March 31, 2018. In consideration for the consulting services in connection with the negotiation and structuring of the acquisition of Enochian Biopharma, the Registrant paid RS Group ApS $367,222. | |||||||
Officers And Directors [Member] | Employee Stock Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock option grants | 900,000 | |||||||
Board of Directors Chairman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares price, per share | $ 2 | |||||||
Non-cash compensation | $ 626,487 | |||||||
Lease expiration date | Dec. 31, 2019 | |||||||
Carl Sandler [Member] | Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, description | On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6 months. For the three months ended September 30, 2018, Carl Sandler was paid $15,000 for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount is included in “Consulting Expenses” in our Condensed Consolidated Statement of Operations.</p>" id="sjs-C24"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6 months. For the three months ended September 30, 2018, Carl Sandler was paid $15,000 for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount is included in “Consulting Expenses” in our Condensed Consolidated Statement of Operations.</p> | |||||||
Consulting expenses | $ 10,000 | $ 15,000 | $ 45,000 | |||||
Weird Science [Member] | Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting agreement, description | <font style="font-family: Times New Roman, Times, Serif">On February 16, 2018, the Registrant entered into a consulting agreement with Weird Science under which Weird Science was to provide ongoing medical services related to the development of the Company’s products for the treatment of HIV and cancer. In consideration for such consulting services, the Company was to pay up to $30,000 per month for the consulting services. On July 9, 2018, the consulting agreement was terminated (See Note 14).</font></p>" id="sjs-C28"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><font style="font-family: Times New Roman, Times, Serif">On February 16, 2018, the Registrant entered into a consulting agreement with Weird Science under which Weird Science was to provide ongoing medical services related to the development of the Company’s products for the treatment of HIV and cancer. In consideration for such consulting services, the Company was to pay up to $30,000 per month for the consulting services. On July 9, 2018, the consulting agreement was terminated (See Note 14).</font></p> | |||||||
Consulting expenses | $ 30,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Debruyne [Member] - Director [Member] - USD ($) | 1 Months Ended | |
Oct. 31, 2018 | Oct. 30, 2018 | |
Subsequent Event [Line Items] | ||
Annual salary | $ 30,000 | |
Equity Incentive Plan [Member] | ||
Subsequent Event [Line Items] | ||
Options received | $ 30,000 |