Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 16, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Enochian Biosciences Inc | |
Entity Central Index Key | 0001527728 | |
Document Type | 10-Q | |
Trading Symbol | ENOB | |
Document Period End Date | Mar. 31, 2019 | |
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 | 38,789,310 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Current Assets: | ||
Cash | $ 10,272,198 | $ 15,600,865 |
Other receivables | 1,941 | 122,866 |
Prepaid expenses | 232,383 | 38,284 |
Total Current Assets | 10,506,522 | 15,762,015 |
Property and Equipment, Net | 743,522 | 27,402 |
OTHER ASSETS | ||
Definite Life Intangible Assets, Net | 146,277,564 | 152,095,459 |
Deposits | 138,084 | 137,550 |
Goodwill | 11,640,000 | 11,640,000 |
Total Other Assets | 158,055,648 | 163,873,009 |
TOTAL ASSETS | 169,305,692 | 179,662,426 |
CURRENT LIABILITIES: | ||
Accounts Payable - Trade | 1,035,329 | 571,809 |
Accounts Payable - Related Party | 235,000 | 235,000 |
Accrued Expenses | 248,799 | 66,913 |
Total Current Liabilities | 1,519,128 | 873,722 |
Contingent Consideration Liability | 23,818,000 | 22,891,000 |
Total Liabilities | 25,337,128 | 23,764,722 |
STOCKHOLDERS' 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, 38,789,310 shares issued and outstanding at March 31, 2019; 36,163,924 issued and outstanding at June 30, 2018 | 3,878 | 3,616 |
Additional Paid-In Capital | 206,361,883 | 193,283,798 |
Accumulated deficit | (62,596,016) | (37,595,389) |
Other Comprehensive Income, Net | 198,819 | 205,679 |
Total Stockholders' Equity | 143,968,564 | 155,897,704 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 169,305,692 | $ 179,662,426 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | 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 | 38,789,310 | 36,163,924 |
Common stock, shares outstanding | 38,789,310 | 36,163,924 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of Goods Sold | ||||
Gross profit (Loss) | ||||
Operating Expenses | ||||
General and Administrative Expenses | 1,951,685 | 1,979,609 | 6,750,939 | 3,049,393 |
Research and Development Expenses | 730,255 | 137,916 | 2,012,778 | 511,537 |
Depreciation and Amortization | 1,979,701 | 761,250 | 5,834,817 | 769,150 |
Consulting Expenses | 359,783 | 94,760 | 815,881 | |
Total Operating Expense | 4,661,641 | 3,238,558 | 14,693,294 | 5,145,961 |
(LOSS) FROM OPERATIONS | (4,661,641) | (3,238,558) | (14,693,294) | (5,145,961) |
Other Income (Expense) | ||||
Change in Fair Value of Contingent Consideration | (217,000) | (10,342,390) | ||
Interest Income (Expense) | (43) | 1,183 | (130) | (12,060) |
Interest Income (Expense) - Related Party | 183,511 | 779,943 | ||
Gain (Loss) on Currency Transactions | 164,114 | 87,817 | (37,347) | 87,817 |
Interest and Other Income | 8,724 | 1,153 | 72,531 | 16,081 |
Total Other (Expense) Income | (44,205) | 273,664 | (10,307,336) | 871,781 |
Loss Before Income Taxes | (4,705,846) | (2,964,894) | (25,000,630) | (4,274,180) |
Income Tax Benefit | (4,729) | (11,301) | ||
NET LOSS | $ (4,705,846) | $ (2,960,165) | $ (25,000,630) | $ (4,262,879) |
BASIC AND DILUTED LOSS PER SHARE (in dollar per shares) | $ (0.13) | $ (0.12) | $ (0.67) | $ (0.25) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED (in shares) | 37,070,152 | 24,790,153 | 37,070,152 | 17,303,255 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (4,705,846) | $ (2,960,165) | $ (25,000,630) | $ (4,262,879) |
Foreign Currency Translation, Net Adjustment | 139,710 | (235,960) | (6,857) | (620,542) |
Other Comprehensive Loss | $ (4,566,136) | $ (235,960) | $ 35,007,487 | $ (4,883,421) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income / Loss | Total |
Balance, beginning at Jun. 30, 2017 | $ 1,243 | $ 29,622,183 | $ (28,443,524) | $ 352,832 | $ 1,532,734 |
Balance, beginning, shares at Jun. 30, 2017 | 0 | ||||
Issuance of Shares | |||||
Issuance of Shares, shares | |||||
Stock-Based Compensation | $ 130 | 1,595,134 | 1,595,264 | ||
Dividends declared | 112,837 | 112,837 | |||
Comprehensive Loss | |||||
Net loss | (225,775) | (225,775) | |||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | (255,181) | (255,181) | |||
Balance, ending at Sep. 30, 2017 | $ 1,373 | 31,330,154 | (28,669,299) | 97,651 | 2,759,879 |
Balance, ending, shares at Sep. 30, 2017 | 0 | ||||
Balance, beginning at Jun. 30, 2017 | $ 1,243 | 29,622,183 | (28,443,524) | 352,832 | 1,532,734 |
Balance, beginning, shares at Jun. 30, 2017 | 0 | ||||
Net loss | (4,262,879) | ||||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | (4,883,421) | ||||
Balance, ending at Mar. 31, 2018 | $ 3,616 | 176,328,822 | (32,706,403) | (267,710) | (143,358,325) |
Balance, ending, shares at Mar. 31, 2018 | 0 | ||||
Balance, beginning at Sep. 30, 2017 | $ 1,373 | 31,330,154 | (28,669,299) | 97,651 | 2,759,879 |
Balance, beginning, shares at Sep. 30, 2017 | 0 | ||||
Issuance of Shares | $ 18 | 299,116 | |||
Issuance of Shares, shares | |||||
Stock-Based Compensation | |||||
Comprehensive Loss | |||||
Net loss | (1,076,346) | (1,076,346) | |||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | (593) | (129,401) | (129,994) | ||
Balance, ending at Dec. 31, 2017 | $ 1,391 | 31,629,270 | (29,746,238) | (31,750) | 1,852,673 |
Balance, ending, shares at Dec. 31, 2017 | 0 | ||||
Issuance of Shares | |||||
Issuance of Shares, shares | |||||
Stock-Based Compensation | |||||
Stock issued in exchange for services | $ 2 | 104,998 | 105,000 | ||
Stock issued in exchange for services, shares | |||||
Stock issued related to conversion of convertible promissory note | $ 8 | 120,292 | 120,300 | ||
Stock issued related to conversion of convertible promissory note, shares | |||||
Stock issued pursuant to warrants exercised | $ 240 | 3,294,760 | 3,295,000 | ||
Stock issued pursuant to private placement | 167 | 13,416,873 | 13,417,040 | ||
Stock issued pursuant to Acquistion Agreement | 1,808 | 127,762,629 | 127,764,437 | ||
Comprehensive Loss | |||||
Net loss | (2,960,165) | (2,960,165) | |||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | (235,960) | (235,960) | |||
Balance, ending at Mar. 31, 2018 | $ 3,616 | 176,328,822 | (32,706,403) | (267,710) | (143,358,325) |
Balance, ending, shares at Mar. 31, 2018 | 0 | ||||
Balance, beginning at Jun. 30, 2018 | $ 3,616 | 193,283,798 | (37,595,289) | 205,579 | 155,897,704 |
Balance, beginning, shares at Jun. 30, 2018 | 0 | ||||
Issuance of Shares | $ 1 | 39,999 | 40,000 | ||
Stock-Based Compensation | 46,166 | 46,166 | |||
Net loss | (2,303,233) | (2,303,233) | |||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | (91,517) | (91,517) | |||
Balance, ending at Sep. 30, 2018 | $ 3,617 | 193,369,963 | (39,898,522) | 114,062 | 153,589,120 |
Balance, ending, shares at Sep. 30, 2018 | 0 | ||||
Balance, beginning at Jun. 30, 2018 | $ 3,616 | 193,283,798 | (37,595,289) | 205,579 | 155,897,704 |
Balance, beginning, shares at Jun. 30, 2018 | 0 | ||||
Net loss | (25,000,630) | ||||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | 35,007,487 | ||||
Balance, ending at Mar. 31, 2019 | $ 3,879 | 206,361,783 | (63,357,192) | 746,355 | 143,968,564 |
Balance, beginning at Sep. 30, 2018 | $ 3,617 | 193,369,963 | (39,898,522) | 114,062 | 153,589,120 |
Balance, beginning, shares at Sep. 30, 2018 | 0 | ||||
Issuance of Shares | $ 262 | 11,111,206 | 11,111,467 | ||
Stock-Based Compensation | 1,783,881 | 1,783,881 | |||
Net loss | (17,991,551) | (17,991,551) | |||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | 224,470 | 224,470 | |||
Balance, ending at Dec. 31, 2018 | $ 3,879 | 206,265,050 | (57,890,073) | 338,532 | 148,717,387 |
Balance, ending, shares at Dec. 31, 2018 | 0 | ||||
Stock-Based Compensation | 96,733 | 96,733 | |||
Stock issued in exchange for services | |||||
Stock issued in exchange for services, shares | |||||
Stock issued related to conversion of convertible promissory note | |||||
Stock issued related to conversion of convertible promissory note, shares | |||||
Dividends declared | |||||
Comprehensive Loss | |||||
Net loss | $ (5,467,119) | (4,705,846) | |||
Other Comprehensive Loss | |||||
Currency Translations, Net of Taxes | (139,710) | (4,566,136) | |||
Balance, ending at Mar. 31, 2019 | $ 3,879 | $ 206,361,783 | $ (63,357,192) | $ 746,355 | $ 143,968,564 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
NET LOSS | $ (25,000,630) | $ (4,262,879) |
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and Amortization | 5,842,448 | 769,150 |
Change in Contingent Consideration Liability | 10,342,390 | |
Stock Based Compensation Expense | 1,962,958 | 217,837 |
Accrued Interest on Notes Receivable | (10,874) | |
Loss on Forgiveness on Note Receivable | 457,813 | |
(Gain) on Forgiveness of Debt, Related Party | (87,817) | |
Accretion of Discount on Notes Payable | 11,997 | |
CHANGES IN ASSETS AND LIABILITIES: | ||
Other Receivables | 120,391 | 192,507 |
Prepaid Expenses/Deposits | (194,101) | (11,874) |
Accounts Payable | 463,520 | 219,507 |
Accrued Expenses | 181,890 | (222,111) |
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES | (6,281,134) | (2,726,744) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash held in escrow | 2,067 | |
Notes receivables | (250,799) | |
Purchase of property and equipment | (733,176) | (30,000) |
NET CASH USED IN INVESTING ACTIVITIES | (733,176) | (278,732) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock issuances | 16,712,715 | |
Proceeds from exercise of options by related party | 1,700,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,700,000 | 16,712,715 |
(Loss) on Currency Translation | (14,357) | (630,548) |
NET CHANGE IN CASH | (5,328,667) | 13,076,781 |
CASH, BEGINNING OF PERIOD | 15,600,865 | 3,941,712 |
CASH, END OF PERIOD | 10,272,198 | 17,018,493 |
Non-cash investing and financing Activities: | ||
Contingent Shares issued in connection with Acquisition Agreement | 9,415,388 | |
Amortization of discount on Convertible Notes Payable | 11,997 | |
Stock issued in exchange for services | 217,837 | |
Convertible notes payable converted to common shares | 401,673 | |
Common stock issued and contingent common shares to acquire EBI | $ 127,764,437 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 March 31, 2019, was $11.6 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 March 31, 2019, 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 Quoted Prices in Significant Other Significant Other Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability The roll forward of the contingent consideration liability is as follows: Balance June 30, 2018 $ 22,891,000 Fair value adjustment, net $ 927,000 Balance March 31, 2019 $ 23,818,000 The fair value adjustment, net for the nine months ended March 31, 2019 is comprised of the issuance of contingent shares pursuant to the Acquisition Agreement in the amount of $9,415,390, offset by the change in fair value for the period in the amount of $10,342, 390. 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 for financial statements in fiscal years beginning after December 15, 2018. The Company is in the process of evaluating the impact of this new guidance, which would take effect at the beginning of the Registrant’s fiscal year on July 1, 2019. In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. For public business entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. For all other entities, the ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual reporting periods beginning after December 15, 2018. The Company’s adoption of these SEC amendments has no material effect on the Company’s reporting of financial position, results of operations, cash flows or stockholders’ equity. 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 | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2 — PROPERTY AND EQUIPMENT Useful Life March 31, 2019 June 30, 2018 Lab Equipment and Instruments 4-7 $ 499,755 $ 202,197 Leasehold Improvements 10 $ 194,778 — Furniture Fixtures and Equipment 4-7 $ 68,643 $ 58,977 Total $ 763,176 $ 261,174 Less Accumulated Depreciation $ (19,654 ) $ (233,772 ) Net Property and Equipment $ 743,522 $ 27,402 During the nine-months end March 31, 2019, and 2018, respectively had depreciation expense of $17,056, and $1,101. The Company disposed of assets valued at $231,174 in the nine months ended March 31, 2019. |
DEFINITE-LIFE INTANGIBLE ASSETS
DEFINITE-LIFE INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DEFINITE-LIFE INTANGIBLE ASSETS | NOTE 3 — DEFINITE-LIFE INTANGIBLE ASSETS 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, sub-licensable, 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, and/or amelioration of and/or therapy for HIV in humans, and research and development exclusively relating to HIV in humans (the “License”). At March 31, 2019 and June 30, 2018, definite and indefinite-life intangible assets consisted of the following: Effect of Currency Useful Life March 31, 2019 Period Change Translation June 30, 2018 Patents 20 Years $ 298,428 $ (12,540 ) $ 310,968 License Agreement 20 Years $ 154,824,000 $ — $ 154,824,000 Goodwill $ 11,640,000 $ — $ 11,640,000 Total $ 166,762,428 $ — $ (12,540 ) $ 166,774,968 Less Accumulated Amortization $ (8,844,864 ) $ (5,825,392 ) $ 20,037 $ (3,039,509) Net Definite-Life Intangible Assets $ 157,917,564 $ (5,825,392 ) $ 7,497 $ 163,735,459 Year ending June 30, 2019 $ 1,939,187 2020 $ 7,756,790 2021 $ 7,756,790 2022 $ 7,756,790 2023 $ 7,756,790 Thereafter $ 113,311,217 $ 146,277,564 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 | 9 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 4 — LEASES Operating Leases 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. On February 20, 2019, the Registrant entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the remainder of the first year to $23,186 per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements. For the three and nine months ended March 31, 2018, lease expense charged to general and administrative expenses amounted to $62,638 and $236,991, respectively, and $0 and $15,385 for the three and nine months ended March 31, 2018. Below are the lease commitments for the next 5 years and thereafter: Year Ending June 30 th Lease Expense 2019 $ 81,059 2020 $ 331,787 2021 $ 341,741 2022 $ 351,993 2023 and thereafter 1,672,528 Total $ 2,779,108 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 — STOCKHOLDERS’ EQUITY 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 403,091 shares of Common Stock. On September 19, 2018, the Company increased the compensation of the Board’s existing independent directors who are members of committees of the Board 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 existing independent directors who are members of committees of the Board 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. On October 30, 2018, the Company granted options to a new independent director in the amount of $75,000, with a three-year vesting period and exercisable at the market price of the Company’s common stock on the date of grant. On November 21, 2018, the Company granted 300,000 fully vested options to the newly named Executive Vice-Chair of the Board exercisable at the market price of the Company’s common stock on the date of grant. No options were granted, exercised or expired during the quarter-ended March 31, 2019. A summary of the status of the Plan Options and Grant Warrants outstanding at March 31, 2019 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 9.07 $ 8.00 12,350 $ 8.00 5.74 15,679 9.48 5.74 15,679 5.74 3.95 5,064 9.34 3.95 - - 2.00 650,000 0.75 2.00 650,000 2.00 5.72 13,113 9.59 5.72 - - $ 6.50 300,000 9.65 $ 6.50 300,000 $ 6.50 Total $ - 1,053,091 4.12 $ 3.79 978,029 $ 3.38 Preferred Stock Common Stock Voting — Dividends — Liquidation Rights — Acquisition of EBI / Contingently issuable shares — Common Stock Issuances — 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: Recognition of Options Enochian Biosciences Inc. Expected term (in years) 3-10 Volatility 94.37-98.15% Risk free interest rate 3.06-3.23% Dividend yield 0% The Company recognized stock-based compensation expense (excluding other non-cash compensation expense) related to the options of $96,733 and $105,000 for the three months ended March 31, 2019 and 2018, respectively, and $1,962,958 and $217,837 for the nine months ended March 31, 2019 and 2018, respectively. At March 31, 2019, the Company had approximately $201,959 of unrecognized compensation cost related to non-vested options. A summary of the status of the Plan Options and the Grant Warrants at March 31, 2019 and changes during the the three month period are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,053,091 3.79 4.36 $3,451,984 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 1,053,091 3.79 4.12 $ 3,392,952 Vested and expected to vest 978,029 3.38 3.52 $ 3,348,725 Exercisable end of period 978,029 3.38 3.52 $ 3,348,725 At March 31, 2019, all Grant Warrants are exercisable, and 328,029 Plan Options are exercisable. The total intrinsic value of options at March 31, 2019 was $3,392,592. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) at March 31, 2019 (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 for the three month period at March 31, 2019 is presented below: Weighted Average Weighted Average Shares Exercise Price Remaining Life Outstanding at beginning of period 4,530,429 $ 1.34 3.38 Granted - - - Exercised - - - Cancelled/Expired - - - Outstanding at end of period 4,530,429 $ 1.34 3.12 Exercisable end of period 4,530,429 $ 1.34 1.34 Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weight Average Remaining Contractual Life (years) Weight Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 4,505,429 3.13 $ 1.30 4,505,429 $ 1.30 $ 8.00 25,000 1.88 $ 8.00 25,000 $ 8.00 Total 4,530,429 3.12 $ 1.34 4,530,429 $ 1.34 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 | 9 Months Ended |
Mar. 31, 2019 | |
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 and nine months ended March 31, 2019, Carl Sandler was paid $0 and $15,000, respectively, for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount was charged to consulting expenses in our Condensed Consolidated Statements of Operations. Shares held for non-consenting shareholders – Food and Drug Administration (FDA) - Product liability - Employment and Service Agreements - Contingencies |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2019 | |
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 were fully vested upon grant, to purchase shares of Common Stock at $2.00 per share which expire on December 31, 2019. The Grant Warrants contain certain anti-dilution provisions applicable in the discretion of the Company. At March 31, 2019, 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, this amount was charged to consulting expenses in the nine months ended March 31, 2018. 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 and nine months ended March 31, 2019, Carl Sandler was paid $0 and $15,000, respectively, for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount was charged to consulting expenses in our Condensed Consolidated Statements of Operations. Consulting Agreements – On July 9, 2018, the Company entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, amelioration of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “ G-Tech Agreement |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2019 | |
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. There have been no subsequent events of a significant and reportable nature as of May 10, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
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, sub-licensable, 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. Enochian BioSciences Denmark ApS, formerly 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 treatment of cancer in humans. On November 15, 2018, the Company changed the name of DanDrit BioTech ApS to Enochian BioSciences Denmark ApS. |
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 an agreement to acquire Enochian Biopharma (the “Acquisition Agreement”), pursuant to which on February 16, 2018, Enochian Biopharma became a wholly owned subsidiary of the Registrant (the “Acquisition”). |
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 | 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. |
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 March 31, 2019, 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 Quoted Prices in Significant Other Significant Other Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability The roll forward of the contingent consideration liability is as follows: Balance June 30, 2018 $ 22,891,000 Fair value adjustment, net $ 927,000 Balance March 31, 2019 $ 23,818,000 The fair value adjustment, net for the nine months ended March 31, 2019 is comprised of the issuance of contingent shares pursuant to the Acquisition Agreement in the amount of $9,415,390, offset by the change in fair value for the period in the amount of $10,342, 390. |
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 for financial statements in fiscal years beginning after December 15, 2018. The Company is in the process of evaluating the impact of this new guidance, which would take effect at the beginning of the Registrant’s fiscal year on July 1, 2019. In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. For public business entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. For all other entities, the ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual reporting periods beginning after December 15, 2018. The Company’s adoption of these SEC amendments has no material effect on the Company’s reporting of financial position, results of operations, cash flows or stockholders’ equity. 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant to the fair value measurement | Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Active Markets for Observable Unobservable March 31, 2019 Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability |
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, net $ 927,000 Balance March 31, 2019 $ 23,818,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Useful Life March 31, 2019 June 30, 2018 Lab Equipment and Instruments 4-7 $ 499,755 $ 202,197 Leasehold Improvements 10 $ 194,778 — Furniture Fixtures and Equipment 4-7 $ 68,643 $ 58,977 Total $ 763,176 $ 261,174 Less Accumulated Depreciation $ (19,654 ) $ (233,772 ) Net Property and Equipment $ 743,522 $ 27,402 |
DEFINITE-LIFE INTANGIBLE ASSE_2
DEFINITE-LIFE INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of life intangible assets | Effect of Currency Useful Life March 31, 2019 Period Change Translation June 30, 2018 Patents 20 Years $ 298,428 $ (12,540 ) $ 310,968 License Agreement 20 Years $ 154,824,000 $ — $ 154,824,000 Goodwill $ 11,640,000 $ — $ 11,640,000 Total $ 166,762,428 $ — $ (12,540 ) $ 166,774,968 Less Accumulated Amortization $ (8,844,864 ) $ (5,825,392 ) $ 20,037 $ (3,039,509) Net Definite-Life Intangible Assets $ 157,917,564 $ (5,825,392 ) $ 7,497 $ 163,735,459 |
Schedule of expected future amortization expense | Year ending June 30, 2019 $ 1,939,187 2020 $ 7,756,790 2021 $ 7,756,790 2022 $ 7,756,790 2023 $ 7,756,790 Thereafter $ 113,311,217 $ 146,277,564 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease commitments | Below are the lease commitments for the next 5 years and thereafter: Year Ending June 30 th Lease Expense 2019 $ 81,059 2020 $ 331,787 2021 $ 341,741 2022 $ 351,993 2023 and thereafter 1,672,528 Total $ 2,779,108 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Summary of stock options outstanding | 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 9.07 $ 8.00 12,350 $ 8.00 5.74 15,679 9.48 5.74 15,679 5.74 3.95 5,064 9.34 3.95 - - 2.00 650,000 0.75 2.00 650,000 2.00 5.72 13,113 9.59 5.72 - - $ 6.50 300,000 9.65 $ 6.50 300,000 $ 6.50 Total $ - 1,053,091 4.12 $ 3.79 978,029 $ 3.38 |
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: Recognition of Options Enochian Biosciences Inc. Expected term (in years) 3-10 Volatility 94.37-98.15% Risk free interest rate 3.06-3.23% Dividend yield 0% |
Summary of stock option activity | A summary of the status of the Plan Options and the Grant Warrants at March 31, 2019 and changes during the the three month period are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,053,091 3.79 4.36 $3,451,984 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 1,053,091 3.79 4.12 $ 3,392,952 Vested and expected to vest 978,029 3.38 3.52 $ 3,348,725 Exercisable end of period 978,029 3.38 3.52 $ 3,348,725 |
Summary of common stock purchase warrants outstanding | A summary of the status of shares of Common Stock which can be purchased underlying the warrants outstanding for the three month period at March 31, 2019 is presented below: Weighted Average Weighted Average Shares Exercise Price Remaining Life Outstanding at beginning of period 4,530,429 $ 1.34 3.38 Granted - - - Exercised - - - Cancelled/Expired - - - Outstanding at end of period 4,530,429 $ 1.34 3.12 Exercisable end of period 4,530,429 $ 1.34 1.34 |
Summary of common stock purchase warrants | Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weight Average Remaining Contractual Life (years) Weight Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 4,505,429 3.13 $ 1.30 4,505,429 $ 1.30 $ 8.00 25,000 1.88 $ 8.00 25,000 $ 8.00 Total 4,530,429 3.12 $ 1.34 4,530,429 $ 1.34 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 1 [Member] | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 2 [Member] | |
Contingent Consideration Liability | |
Fair Value, Inputs, Level 3 [Member] | |
Contingent Consideration Liability |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning | $ 22,891,000 |
Fair value adjustment, net | 927,000 |
Balance at end | $ 23,818,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 16, 2018 | Apr. 01, 2001 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 27, 2018 | Jun. 30, 2018 | May 19, 2017 |
Ownership percentage of subsidiary | 100.00% | ||||||||
Cash held in financial institutions | $ 10,272,198 | $ 10,272,198 | $ 15,600,865 | ||||||
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 ten years | ||||||||
Value added tax, percentage | 25.00% | ||||||||
Value added tax paid to Danish and EU vendors | 25.00% | ||||||||
Research and development expense | 730,255 | $ 137,916 | $ 2,012,778 | $ 511,537 | |||||
Goodwill | $ 11,640,000 | $ 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 | 38,789,310 | 38,789,310 | 36,163,924 | ||||||
Potential dilutive shares | 5,583,520 | ||||||||
Income Taxes Expense (Benefit) | (4,729) | $ (11,301) | |||||||
Amortized the patents on a straight line basis over the estimated useful life | 20 years | ||||||||
Contingent Shares | 5,180,429 | 5,180,429 | |||||||
Acquisition agreement amount | $ 9,415,390 | ||||||||
Fairvalue of Acquisition agreement amount | 10,342,390 | ||||||||
Employee And Consulting | |||||||||
Non-cash compensation | $ 96,733 | $ 105,000 | $ 1,962,958 | $ 217,837 | |||||
Enochian Biopharma Inc. and Weird Science LLC [Member] | Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | |||||||||
Shares issued on business combination | 18,081,962 | ||||||||
Common shares contingently issuable | 5,180,429 | ||||||||
Enochian Biopharma Inc. [Member] | Acquisition Agreement [Member] | |||||||||
Contingent Shares | 1,307,693 | ||||||||
Enochian Biopharma Inc. [Member] | |||||||||
Ownership percentage of subsidiary | 100.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 763,176 | $ 261,174 |
Less Accumulated Depreciation | (19,654) | (233,772) |
PROPERTY AND EQUIPMENT, Net accumulated Depreciation | 743,522 | 27,402 |
Furniture Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 68,643 | 58,977 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 10 years | |
Total | $ 194,778 | |
Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 499,755 | $ 202,197 |
Minimum [Member] | Furniture Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Minimum [Member] | Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Maximum [Member] | Furniture Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years | |
Maximum [Member] | Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciated assets | $ 17,056 | $ 1,101 |
Asset disposal value | $ 231,174 |
DEFINITE-LIFE INTANGIBLE ASSE_3
DEFINITE-LIFE INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Useful Life | 20 years | |
Definite-life intangible assets | $ 166,762,428 | $ 166,774,968 |
Accumulated Amortization | (8,844,864) | (3,039,509) |
Period Change | (5,825,392) | |
Effect of Currency Translation | 7,497 | |
Net Definite-Life Intangible Assets | $ 157,917,564 | 163,735,459 |
Patents [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 298,428 | 310,968 |
Effect of Currency Translation | $ (12,540) | |
Licensing Agreements [Member] | ||
Useful Life | 20 years | |
Definite-life intangible assets | $ 154,824,000 | 154,824,000 |
Accumulated Amortization [Member] | ||
Period Change | (5,825,392) | |
Effect of Currency Translation | 20,037 | |
Total [Member] | ||
Effect of Currency Translation | (12,540) | |
Goodwill [Member] | ||
Definite-life intangible assets | $ 11,640,000 | $ 11,640,000 |
DEFINITE-LIFE INTANGIBLE ASSE_4
DEFINITE-LIFE INTANGIBLE ASSETS (Details 1) | Jun. 30, 2018USD ($) |
Schedule of expected future amortization expense | |
2019 | $ 1,939,187 |
2020 | 7,756,790 |
2021 | 7,756,790 |
2022 | 7,756,790 |
2023 | 7,756,790 |
Thereafter | 113,311,217 |
Definite-life intangible assets, net | $ 148,255,481 |
DEFINITE-LIFE INTANGIBLE ASSE_5
DEFINITE-LIFE INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,860,712 | $ 5,813,864 |
LEASES (Details)
LEASES (Details) | Jun. 30, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 81,059 |
2020 | 331,787 |
2021 | 341,741 |
2022 | 351,993 |
2023 and thereafter | 1,672,528 |
Total | $ 2,779,108 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Nov. 13, 2017 | Jun. 19, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Leases [Abstract] | ||||||
Rental payments for operating leases | $ 62,638 | $ 0 | $ 236,991 | $ 15,385 | ||
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. | 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. On February 20, 2019, the Registrant entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the remainder of the first year to $23,186 per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements. | ||||
Lease agreement term, description | The Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017. | |||||
Lease termination date | Jul. 18, 2018 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Employee Stock Option [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | ||
Options Outstanding, Number Outstanding | 1,053,091 | 1,053,091 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 1 month 13 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.79 | $ 3.79 |
Options Exercisable, Number Exercisable | 978,029 | |
Options Exercisable, Weighted Average Exercise Price | $ 3.38 | |
Employee Stock Option [Member] | Exercise Price Range 8.00 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 8 | |
Options Outstanding, Number Outstanding | 69,235 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 8 | |
Options Exercisable, Number Exercisable | 12,350 | |
Options Exercisable, Weighted Average Exercise Price | $ 8 | |
Employee Stock Option [Member] | Exercise Price Range 5.74 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 5.74 | |
Options Outstanding, Number Outstanding | 15,679 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 5 months 23 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5.74 | |
Options Exercisable, Number Exercisable | 15,679 | |
Options Exercisable, Weighted Average Exercise Price | $ 5.74 | |
Employee Stock Option [Member] | Exercise Price Range 3.95 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 3.95 | |
Options Outstanding, Number Outstanding | 5,064 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 4 months 2 days | |
Options Outstanding, Weighted Average Exercise Price | $ 3.95 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Employee Stock Option [Member] | Exercise Price Range 2.00 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 2 | |
Options Outstanding, Number Outstanding | 650,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 months | |
Options Outstanding, Weighted Average Exercise Price | $ 2 | |
Options Exercisable, Number Exercisable | 650,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 2 | |
Employee Stock Option [Member] | Exercise Price Range 5.72 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 5.72 | |
Options Outstanding, Number Outstanding | 13,113 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 7 months 2 days | |
Options Outstanding, Weighted Average Exercise Price | $ 5.72 | |
Options Exercisable, Number Exercisable | ||
Options Exercisable, Weighted Average Exercise Price | ||
Employee Stock Option [Member] | Exercise Price Range 6.50 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.5 | |
Options Outstanding, Number Outstanding | 300,000 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 9 years 10 months 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 6.5 | |
Options Exercisable, Number Exercisable | 300,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 6.5 | |
Common Stock Purchase Warrants [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 4,530,429 | 4,530,429 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 3 years 1 month 13 days | |
Options Outstanding, Weighted Average Exercise Price | $ 1.34 | $ 1.34 |
Options Exercisable, Number Exercisable | 4,530,429 | |
Options Exercisable, Weighted Average Exercise Price | $ 1.34 |
STOCKHOLDERS_ EQUITY (Details 1
STOCKHOLDERS’ EQUITY (Details 1) - Enochian Biosciences [Member] | 9 Months Ended |
Mar. 31, 2019 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected term (in years) | 3 years |
Volatility | 94.37% |
Risk free interest rate | 3.06% |
Maximum [Member] | |
Expected term (in years) | 10 years |
Volatility | 98.15% |
Risk free interest rate | 3.23% |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2017 | Mar. 31, 2019 | |
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 | 1,053,091 | |
Granted | ||
Exercised | ||
Forfeited | ||
Expired | ||
Outstanding at end of period | 1,053,091 | |
Vested and expected to vest | 978,029 | |
Exercisable end of period | 978,029 | |
Weighted average exercise price, Outstanding at beginning of period | $ 3.79 | |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited | ||
Weighted average exercise price, Expired | ||
Weighted average exercise price, Outstanding at end of period | 3.79 | |
Weighted average exercise price, Vested and expected to vest | 3.38 | |
Weighted average exercise price, Exercisable end of period | $ 3.38 | |
Average remaining life, Outstanding at beginning of period | 4 years 4 months 9 days | |
Average remaining life, Outstanding at end of period | 4 years 1 month 13 days | |
Average remaining life, Vested and expected to vest | 3 years 6 months 7 days | |
Average remaining life, Exercisable end of period | 3 years 6 months 7 days | |
Weighted average intrinsic value, Outstanding at beginning of period | $ 3,451,984 | |
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 | 3,392,952 | |
Weighted average intrinsic value, Vested and expected to vest | 3,348,725 | |
Weighted average intrinsic value, Exercisable end of period | $ 3,348,725 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - $ / shares | 1 Months Ended | 9 Months Ended |
Oct. 31, 2017 | Mar. 31, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Granted | 900,000 | |
Common Stock Purchase Warrants [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Outstanding at beginning of period | 4,530,429 | |
Granted | 0 | |
Exercised | ||
Expired | 0 | |
Outstanding at end of period | 4,530,429 | |
Exercisable end of period | 4,530,429 | |
Weighted average exercise price, Outstanding at beginning of period | $ 1.34 | |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Expired | ||
Weighted average exercise price, Outstanding at end of period | 1.34 | |
Weighted average exercise price, Exercisable end of period | $ 1.34 | |
Average remaining life, Exercised | 3 years 4 months 16 days | |
Average remaining life, Outstanding at end of period | 3 years 1 month 13 days | |
Average remaining life, Exercisable end of period | 1 year 4 months 2 days |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Warrant [Member] | 9 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares | 4,530,429 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 3 years 1 month 13 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.34 |
Equivalent Shares Exercisable, Number Exercisable | shares | 4,530,429 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.34 |
ExercisePriceRange4Member | |
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) | 3 years 1 month 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 |
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 | 4,505,429 |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years) | 1 year 10 months 16 days |
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 1.30 |
Equivalent Shares Exercisable, Number Exercisable | shares | 4,505,429 |
Equivalent Shares Exercisable, Weighted Average Exercise Price | $ 1.30 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Feb. 16, 2018 | Feb. 06, 2014 | Apr. 01, 2001 | Dec. 27, 2018 | Nov. 21, 2018 | Oct. 30, 2018 | Sep. 19, 2018 | Oct. 31, 2017 | Sep. 15, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 |
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued | 38,789,310 | 38,789,310 | 36,163,924 | |||||||||||
Common stock, shares outstanding | 38,789,310 | 38,789,310 | 36,163,924 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, shares issued | ||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Proceeds of common stock | $ 16,712,715 | |||||||||||||
Common stock reserved for issuance | 129,596 | 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 | $ 1,962,958 | $ 217,837 | ||||||||||||
Unrecognized compensation cost related to non-vested options | $ 298,689 | 298,689 | ||||||||||||
Option Exercisable | 300,000 | |||||||||||||
Number of warrants exchanged | 1,307,693 | |||||||||||||
Warrants exercise price | $ 1.30 | |||||||||||||
Proceeds from warrants | $ 1,700,000 | |||||||||||||
Change in fair value of contingent consideration | $ 9,400,000 | $ (217,000) | $ (10,342,390) | |||||||||||
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 | |||||||||||||
Executive Vice Chair of Board [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Options Granted | 300,000 | |||||||||||||
Independent director [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Options Granted | 75,000 | |||||||||||||
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 | |||||||||||||
DanDrit Denmark [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 55,457 | |||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock price per share | $ 2 | |||||||||||||
2014 Equity Incentive Plan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock reserved for issuance | 1,206,000 | |||||||||||||
Options granted and outstanding | 403,091 | |||||||||||||
Employee Stock Option [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Offering of common stock, shares | 300,000 | |||||||||||||
Options granted and outstanding | ||||||||||||||
Intrinsic value of stock option | $ 3,435,006 | $ 3,435,006 | ||||||||||||
Maturity date | Dec. 31, 2019 | |||||||||||||
Strike price | $ 2 | |||||||||||||
Common Stock Purchase Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Options granted and outstanding | 0 | |||||||||||||
Enochian Biopharma Inc. and Weird Science LLC [Member] | Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued on business combination | 18,081,962 | |||||||||||||
Common shares contingently issuable | 5,180,429 | |||||||||||||
Enochian Biopharma Inc. [Member] | Acquisition Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 1,307,693 | |||||||||||||
Stock price per share | $ 7.20 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 09, 2018 | Feb. 16, 2018 | Dec. 29, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 |
Consulting expenses | $ 359,783 | $ 94,760 | $ 815,881 | |||||
Common stock reserved for issuance | 129,596 | 129,596 | ||||||
Common stock issued | 38,789,310 | 38,789,310 | 36,163,924 | |||||
Research and development expenses | $ 375,000 | $ 1,125,000 | ||||||
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. | |||||||
Carl Sandler [Member] | Consulting Agreement [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 and six months ended December 31, 2018, Carl Sandler was paid $0 and $15,000, respectively, for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount was charged to consulting expenses in our Condensed Consolidated Statements of Operations. | |||||||
Consulting expenses | $ 10,000 | $ 0 | 15,000 | $ 45,000 | ||||
G-Tech [Member] | Consulting Agreement [Member] | ||||||||
Consulting expenses | $ 130,000 | |||||||
Related party cost | 375,000 | |||||||
Eric Leire [Member] | Chief Executive Officer [Member] | Employment Agreements [Member] | ||||||||
Base compensation | 313,775 | |||||||
Robert Wolfe [Member] | Employment Agreements [Member] | ||||||||
Base compensation | $ 240,000 | |||||||
DanDrit Denmark [Member] | ||||||||
Common stock issued | 55,457 |
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 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 |
Related Party Transaction [Line Items] | ||||||||||
Stock option grants | 900,000 | |||||||||
Lease expiration date | Jul. 18, 2018 | |||||||||
Consulting expenses | $ 359,783 | $ 94,760 | $ 815,881 | |||||||
Grant warrants outstanding | 650,000 | |||||||||
Research and development expenses | 375,000 | $ 1,125,000 | ||||||||
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. | |||||||||
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 and six months ended December 31, 2018, Carl Sandler was paid $0 and $15,000, respectively, for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount was charged to consulting expenses in our Condensed Consolidated Statements of Operations. | |||||||||
Consulting expenses | $ 10,000 | $ 0 | $ 15,000 | $ 45,000 | ||||||
G-Tech [Member] | Consulting Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting expenses | $ 130,000 | |||||||||
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 | |||||||||
Employee Stock Option [Member] | Officers And Directors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock option grants | 900,000 | |||||||||
G-Tech [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting expenses | $ 130,000 |