Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2018 | Feb. 13, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RELMADA THERAPEUTICS, INC. | |
Entity Central Index Key | 1,553,643 | |
Trading Symbol | RLMD | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 30,266,373 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,426,751 | $ 2,238,943 |
Other receivable | 7,617 | |
Lease payments receivable - short-term | 67,235 | 64,486 |
Prepaid expenses | 537,665 | 426,921 |
Total current assets | 3,031,651 | 2,737,967 |
Fixed assets, net of accumulated depreciation | 9,374 | 12,080 |
Other assets | 18,908 | 24,788 |
Lease payments receivable - long-term | 238,925 | 273,244 |
Total assets | 3,298,858 | 3,048,079 |
Current liabilities: | ||
Accounts payable | 358,892 | 765,439 |
Accrued expenses | 1,390,547 | 659,455 |
Notes payable | 114,738 | 285,170 |
Derivative liabilities | 4,194,634 | |
Total current liabilities | 1,864,177 | 5,904,698 |
Promissory notes payable, net of discount of $0 and $4,548,543 | 2,656,457 | |
Total liabilities | 1,864,177 | 8,561,155 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock value | ||
Common stock, $0.001 par value,100,000,000 shares authorized, 29,764,210 and 12,549,870 shares issued and outstanding, respectively | 29,764 | 12,550 |
Additional paid-in capital | 106,258,627 | 88,818,681 |
Accumulated deficit | (104,853,710) | (94,344,307) |
Total stockholders' equity (deficit) | 1,434,681 | (5,513,076) |
Total liabilities and stockholders' equity (deficit) | 3,298,858 | 3,048,079 |
Class A Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock value |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Promissory notes payable, net of discount | $ 0 | $ 4,548,543 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,764,210 | 12,549,870 |
Common stock, shares outstanding | 29,764,210 | 12,549,870 |
Class A convertible preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses: | ||||
Research and development | $ 1,257,418 | $ 150,720 | $ 2,678,900 | $ 316,470 |
General and administrative | 2,221,566 | 1,305,865 | 3,211,314 | 2,120,971 |
Total Operating Expenses | 3,478,984 | 1,456,585 | 5,890,214 | 2,437,441 |
Loss from Operations | (3,478,984) | (1,456,585) | (5,890,214) | (2,437,441) |
Other income (expenses): | ||||
Change in fair value of derivative liabilities | 263,907 | 341,106 | (54,636) | 335,404 |
Loss on extinguishment of debt | (3,774,468) | (3,774,468) | ||
Interest expense, net | (139,765) | (311,871) | (790,087) | (309,349) |
Other income | 2,350 | |||
Total other income (expenses) | (3,650,326) | 29,235 | (4,619,189) | 28,405 |
Net loss | $ (7,129,310) | $ (1,427,350) | $ (10,509,403) | $ (2,409,036) |
Loss per common share - basic | $ (0.28) | $ (0.11) | $ (0.55) | $ (0.19) |
Loss per common share - diluted | $ (0.28) | $ (0.11) | $ (0.55) | $ (0.19) |
Weighted average number of common shares outstanding - basic and diluted | 25,583,922 | 12,547,176 | 19,066,896 | 12,540,208 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (10,509,403) | $ (2,409,036) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,707 | 1,130 |
Stock-based compensation | 415,844 | 202,908 |
Amortization of deferred financing costs | 661,167 | 207,781 |
Change in fair value of derivative liabilities | 54,636 | (335,404) |
Fair value of shares relinquished in litigation | (394,410) | |
Loss on promissory note extinguishment | 3,774,468 | |
Changes in operating assets and liabilities: | ||
Other receivable | 7,617 | 232,597 |
Other assets | 5,880 | |
Lease payment receivable | 31,570 | 29,040 |
Prepaid expenses | (110,744) | 232,043 |
Accounts payable | (406,549) | (321,995) |
Accrued expenses | 1,648,372 | 50,274 |
Net cash used in operating activities | (4,818,845) | (2,110,662) |
Cash flows from investing activities | ||
Purchase of fixed assets | (2,591) | |
Net cash used in investing activities | (2,591) | |
Cash flows from financing activities | ||
Proceeds from promissory notes and warrants, net of fees | 6,507,700 | |
Principal payments of notes payable | (170,432) | (165,435) |
Net proceeds from sale of units | 5,177,085 | |
Net cash provided by financing activities | 5,006,653 | 6,342,265 |
Net (decrease) increase in cash and cash equivalents | 187,808 | 4,229,012 |
Cash and cash equivalents at beginning of the period | 2,238,943 | 1,710,512 |
Cash and cash equivalents at end of the period | 2,426,751 | 5,939,524 |
Cash paid during the period for: | ||
Income taxes | ||
Interest | 1,509 | 2,131 |
Non-cash investing and financing transactions: | ||
Issuances of common stock resulting from cashless exercise of warrants | 17 | |
Warrants issued to placement agent | 200,658 | |
Warrants issued to promissory note holders | 1,266,344 | |
Derivative associated with issuance of promissory notes | 3,843,019 | |
Debt issuance cost from accrued financing fees | $ 127,757 | |
Write-off of derivative liability due to adoption of ASU 2017-11 | 59,397 | |
Conversion of promissory notes and accrued interest to common stock | $ 8,030,367 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2018 | $ 12,550 | $ 88,818,681 | $ (94,344,307) | $ (5,513,076) |
Beginning Balance, Shares at Jun. 30, 2018 | 12,549,870 | |||
Cumulative effect of write-off of derivative liability for adoption of ASU 2017-11 | 59,397 | 59,397 | ||
Adjusted Balances as at June 30, 2018 | $ 12,550 | 88,878,078 | (94,344,307) | (5,453,679) |
Adjusted Balances as at June 30, 2018, Shares | 12,549,870 | |||
Stock based compensation | 152,801 | 152,801 | ||
Net loss | (3,380,093) | (3,380,093) | ||
Ending Balance at Sep. 30, 2018 | $ 12,550 | 89,030,879 | (97,724,400) | (8,680,971) |
Ending Balance, Shares at Sep. 30, 2018 | 12,549,870 | |||
Beginning Balance at Jun. 30, 2018 | $ 12,550 | 88,818,681 | (94,344,307) | (5,513,076) |
Beginning Balance, Shares at Jun. 30, 2018 | 12,549,870 | |||
Net loss | (10,509,403) | |||
Ending Balance at Dec. 31, 2018 | $ 29,764 | 106,258,627 | (104,853,710) | 1,434,681 |
Ending Balance, Shares at Dec. 31, 2018 | 29,764,210 | |||
Beginning Balance at Sep. 30, 2018 | $ 12,550 | 89,030,879 | (97,724,400) | (8,680,971) |
Beginning Balance, Shares at Sep. 30, 2018 | 12,549,870 | |||
Stock based compensation | 263,044 | 263,044 | ||
Conversion of Notes and accrued interest | $ 10,731 | 11,794,102 | 11,804,833 | |
Conversion of Notes and accrued interest, Shares | 10,731,669 | |||
Equity units issued for cash | $ 6,483 | 5,170,602 | 5,177,085 | |
Equity units issued for cash, Shares | 6,482,671 | |||
Net loss | (7,129,310) | (7,129,310) | ||
Ending Balance at Dec. 31, 2018 | $ 29,764 | $ 106,258,627 | $ (104,853,710) | $ 1,434,681 |
Ending Balance, Shares at Dec. 31, 2018 | 29,764,210 |
Business
Business | 6 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | NOTE 1 – BUSINESS Relmada Therapeutics, Inc. (“Relmada” or the “Company”) (a Nevada corporation), is a clinical-stage, publicly traded biotechnology company focused on the development of d-methadone (dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist. d-Methadone is a new chemical entity that potentially addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders. REL-1017 is in Phase 2 for the treatment of major depressive disorder. The Company has a portfolio of three 505b2 product candidates at various stages of development. These products are: LevoCap ER (REL-1015), an abuse resistant, sustained release dosage form of the opioid analgesic levorphanol; BuTab (oral buprenorphine, REL-1028), an oral dosage form of the opioid analgesic buprenorphine; and MepiGel (topical mepivacaine, REL-1021), an orphan drug designated topical formulation of the local anesthetic mepivacaine. These products are not currently in active development. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with the FDA and other governmental regulations and approval requirements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended June 30, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the issuance of these consolidated financial statements. As shown in the accompanying financial statements, the Company incurred negative operating cash flows of $4,818,845 for the six months ended December 31, 2018 and accumulated deficit of $104,853,710 from inception through December 31, 2018. These conditions raise doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company will need to raise additional funds in order to continue our clinical trials. Insufficient funds may cause us to delay, reduce the scope of or eliminate one or more of our development programs. Our future capital needs and the adequacy of our available funds will depend on many factors, including the cost of clinical studies and other actions needed to obtain regulatory approval of our products in development. Management plans to raise additional funds through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements, to fund operations until the Company is able to generate enough revenues to cover operating costs. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could materially adversely impact our growth plans and our financial condition or results of operations. Additional equity financing, if available, may be dilutive to our shareholders. In addition, the Company may never be able to generate sufficient revenue if any from its potential products. Principles of Consolidation The unaudited consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The significant estimates are the valuation of derivative liabilities, stock-based compensation expenses and recorded amounts related to income taxes. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash deposits are held at two high-credit-quality financial institutions. The Company’s cash deposits at these institutions exceed federally insured limits. Patents Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Fixed assets are comprised of computers and software, leasehold improvements, and furniture and fixtures. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Computers and software have an estimated useful life of three years. Furniture and fixtures have an estimated useful life of approximately seven years. Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, accounts payable and notes payable. Due to the short-term nature of cash, accounts payable and notes payable the carrying amounts of these assets and liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair Value on a Recurring Basis As required by Accounting Standard Codification (“ASC”) Topic No. 820 - 10 Fair Value Measurement Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of December 31, 2018 and June 30, 2018, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal income tax return and, various state returns. Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for unrecognized tax benefits. The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative expenses in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 2018 and June 30, 2018. The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from June 30, 2015 through June 30, 2018. Research and Development Research and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants. The Company expenses all research and development costs in the period incurred. The Company makes an estimate of costs in relation to clinical study contracts. The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. Compensation expense for warrants granted to non-employees is determined by the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured, and is recognized over the service period. The Company reviews its agreements and the future performance obligation with respect to the unvested warrants for its vendors or consultants. When appropriate, the Company will expense the unvested warrants at the time when management deems the service obligation for future services has ceased. Loss per Common Share Basic loss per common share attributable to common stockholders is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of restricted stock awards, options and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. For the six months ended December 31, 2018 and 2017, the following potentially dilutive securities were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive: Six months ended December 31, December 31, Stock options 5,743,240 2,619,240 Restricted common stock - 37,625 Common stock warrants 14,975,591 9,627,426 Total 20,718,831 12,284,291 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for us on July 1, 2019. with early adoption permitted. We expect to adopt the new standard on its effective date. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on July 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before July 1, 2019. I n July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | NOTE 3 - PREPAID EXPENSES Prepaid expenses consisted of the following (rounded to nearest $00): December 31, June 30, Rent $ - $ 9,200 Research and development 230,700 20,800 Insurance 216,000 345,700 Taxes 6,000 Legal 18,300 10,000 Other 66,700 41,200 Total $ 537,700 $ 426,900 |
Fixed Assets
Fixed Assets | 6 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 - FIXED ASSETS Fixed assets, net of accumulated depreciation, consisted of the following (rounded to nearest $00): Useful lives December 31, 2018 June 30, 2018 Computer and software 3 years $ 16,700 $ 16,700 Less: accumulated depreciation (7,300 ) (4,600 ) Fixed assets $ 9,400 $ 12,100 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 - ACCRUED EXPENSES Accrued expenses consisted of the following (rounded to nearest $00): December 31, June 30, Research and development $ 25,400 $ 10,400 Professional fees 122,800 173,600 Interest on promissory notes - 371,600 Accrued vacation 68,300 48,000 Litigation settlement, net 1,105,700 - Other 68,300 55,900 Total $ 1,390,500 $ 659,500 |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 - NOTES PAYABLE In June 2018, the Company entered into a note for approximately $285,200 in conjunction with a renewal of its director and officer insurance policy. The interest rate was 2.35% per annum. The note matures on April 9, 2019. At December 31, 2018 and June 30, 2018, the note payable outstanding balances were approximately $114,700 and $285,200, respectively. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 7 – DERIVATIVE LIABILITIES ASC Topic No. 815 – Derivatives and Hedging At December 31, 2018 and June 30, 2018, the Company had warrants resulting from equity offerings in May 2014 and June 2014 that do not have fixed settlement provisions because their exercise prices may be lowered if the Company issues securities at lower prices in the future, the Company concluded that the instruments are not indexed to the Company’s stock. Until September 30, 2018, the Company followed ASC Topic No 815 and treated the warrants as derivative liabilities. In determining the fair value of the derivative liabilities, the Company used the Black-Scholes option pricing model at September 30 and June 30, 2018. As noted in Note 2, the Company elected to early adopt ASU 2017-11 and reversed the derivative liability into equity effective July 1, 2018. The warrants balance of $59,397 was reversed to equity effective July 1, 2018. The following is a summary of the assumptions used in the valuation model at June 30, 2018: June 30, 2018 Common stock issuable upon exercise of warrants 2,574,570 Market value of common stock on measurement date $ 1.01 Exercise price $ 7.50 and $11.25 Risk free interest rate (1) 2.33 % Expected life in years $ 0.95 Expected volatility (2) 102 % Expected dividend yields (3) None (1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. (2) The historical trading volatility was determined by calculating the volatility of the Company’s stock. (3) The Company does not expect to pay a dividend in the foreseeable future. Until October 18, 2018, the Company had promissory notes with a redemption feature that was not clearly and closely related to the host instrument and therefore is considered an embedded derivative which was bifurcated and recorded as a derivative liability. In determining the fair value of the derivative liabilities, the Company used the Monte-Carlo pricing model. The assumptions used in the valuation model considers the probability of redemption, the length of time to maturity and value of the redemption feature. On October 12 and 18, 2018, the Company conducted closings on its private placement of securities. As a result of these closings, the outstanding promissory notes converted into common stock. The redemption feature associated with the promissory notes was valued on October 18, 2018 using the Black Scholes model. The change in value of the derivative between October 1, 2018 and the October 18, 2018 was recorded as income. The notes were converted to common stock on October 18, 2018. The Company had no financial liabilities accounted for at fair value on a recurring basis as of December 31, 2018. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of June 30, 2018: Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2018 Derivative liability – warrant instruments $ - $ - $ 30,526 $ 30,526 Derivative liabilities – embedded redemption feature of promissory notes - - 4,164,108 4,164,108 $ - $ - $ 4,194,634 $ 4,194,634 The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy for the six months ended December 31, 2018 and 2017: Six Months Ended December 31, December 31, 2018 2017 Beginning balance $ 4,194,634 $ 175,853 Adoption of ASU 2017-11 – warrants (59,397 ) - Fair value of derivative liabilities for redemption feature of promissory notes payable - 3,843,019 Change in fair value of derivative liabilities 54,634 (335,404 ) Extinguishment of derivative liabilities on conversion of promissory notes. (4,189,871 ) - Ending balance $ - $ 3,683,468 |
Promissory Notes Payable
Promissory Notes Payable | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES PAYABLE | NOTE 8 – PROMISSORY NOTES PAYABLE Between September 2017 and January 2018, the Company issued two-year Convertible Promissory Notes (the “Notes”) and warrants, for aggregate gross proceeds of $7,205,000, $6,534,400 net of direct debt issuance costs. The notes had an interest rate of 7% per annum. As a result of financings in October 2018, the principal and accumulated interest on the Convertible Promissory Notes was automatically converted into 10,731,669 shares of its common stock in accordance with the terms of the Notes. “This resulted in a loss on extinguishment of debt, a non cash item, of approximately $3,774,500 in the quarter ended December 31, 2018.” |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock During the six months ended December 31, 2018, the Company closed on its private placements of securities on October 12, 2018, October 18, 2018, November 2, 2018 and December 5, 2018 pursuant to Unit Purchase Agreements dated as of October 12, 2018, October 18, 2018, November 2, 2018 and December 5, 2018, and Subscription Agreements, dated as of October 12, 2018, October 18, 2018, November 2, 2018 and December 5, 2018. The Company issued an aggregate of 6,482,671 shares of common stock to investors in these closings, for net proceeds of $5,177,085. The October 12, 2018 and October 18, 2018 financings represented an Equity Financing as defined in the Convertible Promissory Note agreement. As a result of the , the Company’s outstanding 7% Convertible Promissory Notes and accumulated interest converted into 10,731,669 shares of common stock. Options In December 2014, the Board of Directors adopted and the shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors. The Plan allowed for the granting of 1,611,769 options or stock awards. In August 2015, the board approved an amendment to the Plan. Among other things, the Plan Amendment updates the definition of “change of control” and provides for accelerated vesting of all awards granted under the plan in the event of a change of control of the Company. In January 2017, the stockholders approved an increase of 2,500,000 shares authorized to be issued under the Plan, raising the total shares allowed under the Plan to 4,111,768. In December 2017 the board approved, and in February 2018 the shareholders approved, an amendment to the Plan that increased the number of shares of common stock authorized for issuance under the Plan by an additional 2,500,000 shares from 4,111,768 to 6,611,768. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years. As of December 31, 2018, 868,528 shares were available for future grants under the Plan. In December 2018 the board of directors approved an amendment to the Plan to increase the number of shares of common stock authorized for issuance under the Plan by an additional 4,000,000 shares from 6,611,768 to 10,611,768. As of December 31, 2018, no stock appreciation rights have been issued. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options and warrants. The price of common stock prior to the Company being public was determined from a third party valuation. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The expected volatility was based on historical volatility. The Company routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model. Prior to the adoption of ASU 2018-07 on October 1, 2018, the Company used the contractual term for non-employee options to estimate the expected term, for share-based compensation in its option-pricing model. On February 13, 2017, Mr. Michael Becker, the Company’s Chief Financial Officer, resigned and entered into a consulting agreement with the Company to provide financial, investor, digital media, and public relations services for the Company. As a result of Mr. Becker’s change from an employee to a consultant, his options and shares of restricted stock outstanding on such date continued to vest pursuant to the awards’ original terms and were reclassified as non-employee awards. On December 15, 2017 Mr. Becker’s consulting agreement expired and all unvested options were cancelled. On December 20, 2018, the Company awarded a total of 2,700,000 options to its chief executive officer, chief medical officer and board members with exercise price of $1.15 and a 10-year term vesting over 4-year period. The options have an aggregate fair value of $2.5 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected volatility of 102.3%, and (4) zero expected dividends. At December 31, 2018, the Company has unrecognized stock-based compensation expense of approximately $3,754,000 related to unvested stock options over the weighted average remaining service period of 3.56 years. Options A summary of the changes in options during the six months ended December 31, 2018 is as follows: Number Weighted Average Exercise Price For Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Outstanding and expected to vest at June 30, 2018 3,068,865 $ 1.45 8.8 $ 511,000 Forfeited (25,625 ) $ 7.59 - $ - Issued 2,700,000 1.15 10.0 - Outstanding and expected to vest at December 31, 2018 5,743,240 $ 1.28 9.1 $ 882,000 Options exercisable at December 31, 2018 949,118 $ 2.58 7.25 $ 192,900 Warrants A summary of the changes in outstanding warrants during the six months ended December 31, 2018 is as follows: Number of Shares Weighted Average Exercise Price Per Share Outstanding and vested at June 30, 2018 9,815,025 $ 3.96 Forfeited (7,500 ) - Issued 5,168,066 1.00 Outstanding and vested at December 31, 2018 14,975,591 $ 2.22 During the six months ended December 31, 2018, in connection with the closings on October 12, 2018, October 18, 2018, November 2, 2018 and December 5, 2018, the Company issued an aggregate of 4,213,732 warrants to the investors. The investor warrants have an exercise price of $1.50, are non-cancellable, vest upon issuance and expire on the fifth anniversary of the warrant date of issuance. The Company additionally issued an aggregate of 854,334 warrants to the placement agent in connection with the closings. The agent warrants have an exercise price of $0.99, are non-cancellable, vest upon issuance and expire on the fifth anniversary of the warrant date of issuance. On December 20, 2018, the Company granted 100,000 warrants to a contractor with exercise price of $1.15, a 10-year term and immediate vesting. The warrants have an aggregated fair value of $93,762 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected volatility of 102.3%, and (4) zero expected dividends. At December 31, 2018 and June 30, 2018, the aggregate intrinsic value of warrants vested and outstanding was approximately $415,000 and $215,000, respectively. The following summarizes the components of stock-based compensation expense which includes stock options in the consolidated statements of operations for the six months ended December 31, 2018 and 2017 (rounded to nearest $00): Six Months Ended December 31, Six Months Ended December 31, Research and development $ 29,500 $ 14,100 General and administrative 386,300 188,800 Total $ 415,800 $ 202,900 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Consulting Agreements On August 4, 2015, the Company entered into an Advisory and Consulting Agreement with Sandesh Seth, the Company’s Chairman of the Board. The effective date of the consulting agreement is June 30, 2015. Mr. Seth has substantial experience in, among other matters, business development, corporate planning, corporate finance, strategic planning, investor relations and public relations, and an expansive network of connections spanning the biopharmaceutical industry, accounting, legal and corporate communications professions. Mr. Seth will provide advisory and consulting services to assist the Company with strategic advisory services, assist in prioritizing product development programs per strategic objectives, assist in recruiting of key personnel and directors, corporate planning, business development activities, corporate finance advice, and assist in investor and public relations services. In consideration for the services to be provided, the Company agreed to pay Mr. Seth $12,500 per month on an ongoing basis. On June 6, 2017, Mr. Seth resigned from the Company to focus his attention on matters external to Relmada. The Company agreed to continue its advisory and consulting arrangement with Mr. Seth until December 31, 2017. On June 12, 2017, the Company and Maged Shenouda, a director of the Company, entered into a Consulting Agreement. Pursuant to the terms of the agreement, Mr. Shenouda will assist the Company with matters that may be requested by the Company. Mr. Shenouda will be paid a consulting fee of $10,000 per month. The term of the agreement is for one year. On November 13, 2017, Mr. Shenouda and the Company agreed to terminate the Consulting Agreement effective December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Legal From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. Except as disclosed below, the Company is currently not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows. In 2014, Relmada dismissed with prejudice its lawsuit against Najib Babul, which had sought to compel Najib Babul, Relmada’s former President, to account for questionable expenditures of Relmada funds made while Babul controlled the Company. Relmada’s decision to end its claims was informed by the fact that Babul came forward with plausible explanations for some of the expenditures, and the fact that, because Babul was a former officer and director of Relmada being sued for his conduct in office, the Company was required to advance his expenses of the litigation; hence, Relmada was paying all the lawyers and consultants on both sides of the dispute. Relmada also agreed to reinstate certain stock purchase warrants in Babul’s name, which had been cancelled during the pendency of the litigation, and offered Babul the right to exchange his shares in Relmada Therapeutics, Inc. (a Delaware corporation and subsidiary of the Company) for shares in the Company. Najib Babul has brought a second lawsuit against Relmada. Ruling on Relmada’s Motion to Dismiss, the United States District Court for the Eastern District of Pennsylvania dismissed Babul’s claims for breach of contract and intentional infliction of emotional distress, and left intact his claims for defamation, and wrongful use of civil process. The parties settled the lawsuit on February 6, 2019 see Note 12. Subsequent Events. Leases and Sublease The Company leased its corporate headquarters at 750 Third Avenue, 9th Floor, New York, New York 10017. The monthly rental fee was $9,454 per month. The lease was terminated effective January 1, 2019. Effective January 1, 2019, the Company leased its headquarters at 880 Third Avenue, 12 th On June 8, 2017, the Company entered into an Amended and Restated License Agreement with Actinium Pharmaceuticals, Inc. (“Actinium”). Pursuant to the terms of the agreement, Actinium will continue to license the furniture, fixtures, equipment and tenant improvements located in the office (“FFE”) for a license fee of $7,529 per month until December 8, 2022. Actinium shall have at any time during the term of this agreement the right to purchase the FFE for $496,914, less any previously paid license fees. The license of FFE qualifies as a sales-type lease. At inception, the Company derecognized the underlying assets of $493,452, recognized discounted lease payments receivable of $397,049 using the discount rate of 8.38% and recognized loss on sales-type lease of fixed assets of $96,403. As of December 31, 2018, the balance of unearned interest income was approximately $55,232. Contractual Obligations The following tables sets forth our contractual obligations for the next five years and thereafter: Total Less than 1 - 2 years 3 - 5 years More than Office lease $ 90,200 90,200 $ - $ - $ - Note payable 114,700 114,700 - - - Total obligations $ 204,900 $ 204,900 $ - $ - $ - |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On February 6, 2019 the Company entered into a settlement agreement in which Najib Babul relinquished his 303,392 shares in Relmada, signed a consulting contract and Relmada committed to a $500,000 initial payment and four subsequent payments of $250,000 on March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019. For accounting purposes no fair value was attributed to the consulting agreement. The Company recorded a liability at December 31, 2018 of $1,105,590 representing the total cash payments of $1,500,000 less the fair value of shares relinquished. On February 12, 2019 the Company closed to accredited investors. The Company received $725,000 and sold an aggregate of 805,554 units representing 805,554 shares of common stock and 523,610 warrants. The price per unit was $0.90 and the exercise price of each warrant is $1.50 with a 5-year term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended June 30, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the issuance of these consolidated financial statements. As shown in the accompanying financial statements, the Company incurred negative operating cash flows of $4,818,845 for the six months ended December 31, 2018 and accumulated deficit of $104,853,710 from inception through December 31, 2018. These conditions raise doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company will need to raise additional funds in order to continue our clinical trials. Insufficient funds may cause us to delay, reduce the scope of or eliminate one or more of our development programs. Our future capital needs and the adequacy of our available funds will depend on many factors, including the cost of clinical studies and other actions needed to obtain regulatory approval of our products in development. Management plans to raise additional funds through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements, to fund operations until the Company is able to generate enough revenues to cover operating costs. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could materially adversely impact our growth plans and our financial condition or results of operations. Additional equity financing, if available, may be dilutive to our shareholders. In addition, the Company may never be able to generate sufficient revenue if any from its potential products. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The significant estimates are the valuation of derivative liabilities, stock-based compensation expenses and recorded amounts related to income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash deposits are held at two high-credit-quality financial institutions. The Company’s cash deposits at these institutions exceed federally insured limits. |
Patents | Patents Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Fixed assets are comprised of computers and software, leasehold improvements, and furniture and fixtures. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Computers and software have an estimated useful life of three years. Furniture and fixtures have an estimated useful life of approximately seven years. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, accounts payable and notes payable. Due to the short-term nature of cash, accounts payable and notes payable the carrying amounts of these assets and liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Fair Value on a Recurring Basis | Fair Value on a Recurring Basis As required by Accounting Standard Codification (“ASC”) Topic No. 820 - 10 Fair Value Measurement |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of December 31, 2018 and June 30, 2018, the Company had recognized a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal income tax return and, various state returns. Uncertain tax positions taken on the Company’s tax returns will be accounted for as liabilities for unrecognized tax benefits. The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative expenses in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 2018 and June 30, 2018. The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from June 30, 2015 through June 30, 2018. |
Research and Development | Research and Development Research and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants. The Company expenses all research and development costs in the period incurred. The Company makes an estimate of costs in relation to clinical study contracts. The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. Compensation expense for warrants granted to non-employees is determined by the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured, and is recognized over the service period. The Company reviews its agreements and the future performance obligation with respect to the unvested warrants for its vendors or consultants. When appropriate, the Company will expense the unvested warrants at the time when management deems the service obligation for future services has ceased. |
Loss per Common Share | Loss per Common Share Basic loss per common share attributable to common stockholders is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of restricted stock awards, options and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. For the six months ended December 31, 2018 and 2017, the following potentially dilutive securities were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive: Six months ended December 31, December 31, Stock options 5,743,240 2,619,240 Restricted common stock - 37,625 Common stock warrants 14,975,591 9,627,426 Total 20,718,831 12,284,291 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for us on July 1, 2019. with early adoption permitted. We expect to adopt the new standard on its effective date. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on July 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before July 1, 2019. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive securities | Six months ended December 31, December 31, Stock options 5,743,240 2,619,240 Restricted common stock - 37,625 Common stock warrants 14,975,591 9,627,426 Total 20,718,831 12,284,291 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses | December 31, June 30, Rent $ - $ 9,200 Research and development 230,700 20,800 Insurance 216,000 345,700 Taxes 6,000 Legal 18,300 10,000 Other 66,700 41,200 Total $ 537,700 $ 426,900 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets, net of accumulated depreciation | Useful lives December 31, 2018 June 30, 2018 Computer and software 3 years $ 16,700 $ 16,700 Less: accumulated depreciation (7,300 ) (4,600 ) Fixed assets $ 9,400 $ 12,100 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | December 31, June 30, Research and development $ 25,400 $ 10,400 Professional fees 122,800 173,600 Interest on promissory notes - 371,600 Accrued vacation 68,300 48,000 Litigation settlement, net 1,105,700 - Other 68,300 55,900 Total $ 1,390,500 $ 659,500 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions used in valuation model | June 30, 2018 Common stock issuable upon exercise of warrants 2,574,570 Market value of common stock on measurement date $ 1.01 Exercise price $ 7.50 and $11.25 Risk free interest rate (1) 2.33 % Expected life in years $ 0.95 Expected volatility (2) 102 % Expected dividend yields (3) None |
Schedule of fair value on a recurring basis | Markets for Other Significant Carrying Description (Level 1) (Level 2) (Level 3) 2018 Derivative liability – warrant instruments $ - $ - $ 30,526 $ 30,526 Derivative liabilities – embedded redemption feature of promissory notes - - 4,164,108 4,164,108 $ - $ - $ 4,194,634 $ 4,194,634 |
Schedule of reconciliation of changes in the fair value of financial liabilities | Six Months Ended December 31, December 31, 2018 2017 Beginning balance $ 4,194,634 $ 175,853 Adoption of ASU 2017-11 – warrants (59,397 ) - Fair value of derivative liabilities for redemption feature of promissory notes payable - 3,843,019 Change in fair value of derivative liabilities 54,634 (335,404 ) Extinguishment of derivative liabilities on conversion of promissory notes. (4,189,871 ) - Ending balance $ - $ 3,683,468 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in options outstanding | Number Weighted Average Exercise Price For Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Outstanding and expected to vest at June 30, 2018 3,068,865 $ 1.45 8.8 $ 511,000 Forfeited (25,625 ) $ 7.59 - $ - Issued 2,700,000 1.15 10.0 - Outstanding and expected to vest at December 31, 2018 5,743,240 $ 1.28 9.1 $ 882,000 Options exercisable at December 31, 2018 949,118 $ 2.58 7.25 $ 192,900 |
Schedule of changes in outstanding warrants | Number of Shares Weighted Average Exercise Price Per Share Outstanding and vested at June 30, 2018 9,815,025 $ 3.96 Forfeited (7,500 ) - Issued 5,168,066 1.00 Outstanding and vested at December 31, 2018 14,975,591 $ 2.22 |
Schedule of stock-based compensation expense | Six Months Ended December 31, Six Months Ended December 31, Research and development $ 29,500 $ 14,100 General and administrative 386,300 188,800 Total $ 415,800 $ 202,900 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contractual obligations | Total Less than 1 - 2 years 3 - 5 years More than Office lease $ 90,200 90,200 $ - $ - $ - Note payable 114,700 114,700 - - - Total obligations $ 204,900 $ 204,900 $ - $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of anti-dilutive securities | ||
Total | 20,718,831 | 12,284,291 |
Stock options [Member] | ||
Summary of anti-dilutive securities | ||
Total | 5,743,240 | 2,619,240 |
Restricted common stock [Member] | ||
Summary of anti-dilutive securities | ||
Total | 37,625 | |
Common stock warrants [Member] | ||
Summary of anti-dilutive securities | ||
Total | 14,975,591 | 9,627,426 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Negative operating cash flows | $ (4,818,845) | $ (2,110,662) | |
Accumulated deficit | $ (104,853,710) | $ (94,344,307) | |
Furniture and Fixtures [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Fixed assets, estimated useful life | 7 years | ||
Computer Equipment [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Fixed assets, estimated useful life | 3 years |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Rent | $ 9,200 | |
Research and development | 230,700 | 20,800 |
Insurance | 216,000 | 345,700 |
Taxes | 6,000 | |
Legal | 18,300 | 10,000 |
Other | 66,700 | 41,200 |
Total | $ 537,700 | $ 426,900 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2018 | |
Computer and software | $ 16,700 | $ 16,700 |
Less: accumulated depreciation | (7,300) | (4,600) |
Fixed assets | $ 9,374 | $ 12,080 |
Computer and software [Member] | ||
Useful lives | 3 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Payables and Accruals [Abstract] | ||
Research and development | $ 25,400 | $ 10,400 |
Professional fees | 122,800 | 173,600 |
Interest on promissory notes | 371,600 | |
Accrued vacation | 68,300 | 48,000 |
Litigation settlement, net | 1,105,700 | |
Other | 68,300 | 55,900 |
Total | $ 1,390,500 | $ 659,500 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2018 | |
Notes Payable (Textual) | ||
Note payable, conjunction of director and officer | $ 285,200 | |
Note payable, interest rate per annum | 2.35% | |
Note payable, outstanding balance | $ 285,200 | $ 114,700 |
Notes payable, maturity date | Apr. 9, 2019 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended | |
Jun. 30, 2018$ / sharesshares | ||
Summary of assumptions used in valuation model of derivatives liabilities | ||
Common stock issuable upon exercise of warrants | shares | 2,574,570 | |
Market value of common stock on measurement date | $ 1.01 | |
Risk free interest rate | 2.33% | [1] |
Expected life in years | 11 months 12 days | |
Expected volatility | 102.00% | [2] |
Expected dividend yields | [3] | |
Maximum [Member] | ||
Summary of assumptions used in valuation model of derivatives liabilities | ||
Exercise price | $ 11.25 | |
Minimum [Member] | ||
Summary of assumptions used in valuation model of derivatives liabilities | ||
Exercise price | $ 7.50 | |
[1] | The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date. | |
[2] | The historical trading volatility was determined by calculating the volatility of the Company's stock. | |
[3] | The Company does not expect to pay a dividend in the foreseeable future. |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 |
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | $ 4,194,634 | |
embedded redemption feature of promissory notes [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | 4,164,108 | |
Markets for Identical Assets (Level 1) [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | ||
Markets for Identical Assets (Level 1) [Member] | embedded redemption feature of promissory notes [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | ||
Markets for Identical Assets (Level 1) [Member] | warrant instruments [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | ||
Other Observable Inputs (Level 2) [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | ||
Other Observable Inputs (Level 2) [Member] | embedded redemption feature of promissory notes [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | ||
Other Observable Inputs (Level 2) [Member] | warrant instruments [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | 4,194,634 | |
Significant Unobservable Inputs (Level 3) [Member] | embedded redemption feature of promissory notes [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | 4,164,108 | |
Significant Unobservable Inputs (Level 3) [Member] | warrant instruments [Member] | ||
Schedule of fair value, financial liabilities measured on recurring basis | ||
Derivative liability | $ 30,526 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details 2) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Input Liabilities Quantitative Information [LineItems] | ||
Beginning balance | $ 4,194,634 | $ 175,853 |
Adoption of ASU 2017-11 – warrants | (59,397) | |
Fair value of derivative liabilities for redemption feature of promissory notes payable | 3,843,019 | |
Change in fair value of derivative liabilities | 54,634 | (335,404) |
Extinguishment of derivative liabilities on conversion of promissory notes. | (4,189,871) | |
Ending balance | $ 3,683,468 |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details Textual) - USD ($) | 6 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability-Warrant | $ 4,194,634 | |
Adjusted balance of reversed to equity | $ 59,397 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Oct. 31, 2018 | Dec. 31, 2018 | |
Promissory Notes Payable (Textual) | ||
Notes converted into shares of common stock | 10,731,699 | |
Loss on extinguishment of debt | $ 3,774,500 | |
Between September 2017 and January 2018 [Member] | ||
Promissory Notes Payable (Textual) | ||
Aggregate gross proceeds of convertible notes payable | 7,205,000 | |
Debt issuance costs, net | $ 6,534,400 | |
Interest rate | 7.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding and expected to vest, Beginning balance | 3,068,865 | |
Number of Options, Forfeited | (25,625) | |
Number of Shares, Issued | 2,700,000 | |
Number of Options, Outstanding and expected to vest, Ending balance | 5,743,240 | 3,068,865 |
Number of Shares, Options exercisable | 949,118 | |
Weighted Average Exercise Price For Share, Outstanding and expected to vest - Beginning balance | $ 1.45 | |
Weighted Average Exercise Price Per Share, Forfeited | 7.59 | |
Weighted Average Exercise Price Per Share, Issued | 1.15 | |
Weighted Average Exercise Price Per Share, Outstanding and expected to vest - Ending balance | 1.28 | $ 1.45 |
Weighted Average Exercise Price Per Share, Options exercisable | $ 2.58 | |
Weighted Average Remaining Contractual Term (Years), Outstanding and expected to vest | 9 years 1 month 6 days | 8 years 9 months 18 days |
Weighted Average Remaining Contractual Term (Years), Issued | 10 years | |
Weighted Average Remaining Contractual Term (Years), Options exercisable | 7 years 2 months 30 days | |
Aggregate Intrinsic Value, Outstanding and expected to vest - Beginning balance | $ 511,000 | |
Aggregate Intrinsic Value, Outstanding and expected to vest - Ending balance | 882,000 | $ 511,000 |
Aggregate Intrinsic Value, Options exercisable | $ 192,900 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Stock-based compensation - warrants [Member] | 6 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding and vested, Beginning balance | shares | 9,815,025 |
Number of Shares, Forfeited | shares | (7,500) |
Number of Shares, Issued | shares | 5,168,066 |
Number of Shares, Outstanding and vested, Ending balance | shares | 14,975,591 |
Weighted Average Exercise Price Per Share, Outstanding and vested, Beginning balance | $ / shares | $ 3.96 |
Weighted Average Exercise Price Per Share, Forfeited | $ / shares | |
Weighted Average Exercise Price Per Share, Issued | $ / shares | 1 |
Weighted Average Exercise Price Per Share, Outstanding and vested, Ending balance | $ / shares | $ 2.22 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 415,800 | $ 202,900 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 29,500 | 14,100 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 386,300 | $ 188,800 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Oct. 12, 2018 | Dec. 31, 2018 | Dec. 20, 2018 | Oct. 18, 2018 | Feb. 28, 2018 | Jan. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2018 | Jun. 30, 2018 |
Stockholders' Equity (Textual) | |||||||||
Aggregate common stock issued | $ 6,482,671 | ||||||||
Net proceeds | $ 5,177,085 | ||||||||
Percentage of convertible promissory notes | 7.00% | 7.00% | |||||||
Converted shares of common stock | 10,731,669 | 10,731,669 | |||||||
Options [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of options granted | 2,700,000 | 4,111,768 | 1,611,769 | ||||||
Stock options exercisable period | 10 years | 10 years | |||||||
Number of shares available for future grants under stock option plan | 868,528 | ||||||||
Options exercise price | $ 1.15 | ||||||||
Vesting period | 4 years | 4 years | |||||||
Shares authorized to be issued | 2,500,000 | 2,500,000 | |||||||
Aggregate fair value of options | $ 2,500,000 | ||||||||
Discount rate | 2.69% | ||||||||
Expected life term | 6 years 2 months 30 days | ||||||||
Expected volatility rate | 102.30% | ||||||||
Expected dividends rate | 0.00% | ||||||||
Stock-based compensation expense | $ 3,754,000 | ||||||||
Weighted average remaining service period | 3 years 6 months 21 days | ||||||||
Common stock authorized for issuance | 4,000,000 | ||||||||
Options [Member] | Minimum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of options granted | 4,111,768 | ||||||||
Common stock authorized for issuance | 6,611,768 | ||||||||
Options [Member] | Maximum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of options granted | 6,611,768 | ||||||||
Common stock authorized for issuance | 10,611,768 | ||||||||
Options [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of options granted | 2,700,000 | ||||||||
Weighted average fair value of options granted | $ 1.15 | ||||||||
Aggregate intrinsic value of warrants outstanding | $ 415,000 | $ 415,000 | $ 215,000 | ||||||
Weighted average remaining service period | 7 years 2 months 30 days | ||||||||
Warrants [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of options granted | 100,000 | ||||||||
Stock options exercisable period | 10 years | ||||||||
Options exercise price | $ 0.99 | $ 1.15 | $ 0.99 | ||||||
Weighted average fair value of options granted | $ 1.50 | ||||||||
Aggregate fair value of options | $ 93,762 | ||||||||
Discount rate | 2.69% | ||||||||
Expected life term | 6 years 2 months 30 days | ||||||||
Expected volatility rate | 102.30% | ||||||||
Expected dividends rate | 0.00% | ||||||||
Warrants issued | $ 4,213,732 | $ 4,213,732 | |||||||
Warrants [Member] | Placement agent [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Warrants issued | $ 854,334 | $ 854,334 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 12, 2017 | Jun. 30, 2015 |
Related Party Transactions (Textual) | ||
Consulting fee | $ 10,000 | |
Consulting agreement term | 1 year | |
Advisory Firm [Member] | ||
Related Party Transactions (Textual) | ||
Advisory services fee | $ 12,500 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
Other Commitments [Line Items] | |
Contractual obligations due less than 1 year | $ 204,900 |
Contractual obligations due in 1-2 years | |
Contractual obligations due in 3-5 years | |
Contractual obligations due in more than 5 years | |
Total obligations | 204,900 |
Office lease [Member] | |
Other Commitments [Line Items] | |
Contractual obligations due less than 1 year | 90,200 |
Contractual obligations due in 1-2 years | |
Contractual obligations due in 3-5 years | |
Contractual obligations due in more than 5 years | |
Total obligations | 90,200 |
Note payable [Member] | |
Other Commitments [Line Items] | |
Contractual obligations due less than 1 year | 114,700 |
Contractual obligations due in 1-2 years | |
Contractual obligations due in 3-5 years | |
Contractual obligations due in more than 5 years | |
Total obligations | $ 114,700 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 08, 2017 | Dec. 31, 2018 | |
Lease Agreements [Member] | ||
Commitments and Contingencies (Textual) | ||
Lease expiration date | Jan. 31, 2019 | |
Rental fee | $ 9,454 | |
Annualized monthly rent amount | 7,500 | |
Licensing Agreements [Member] | ||
Commitments and Contingencies (Textual) | ||
Lease expiration date | Dec. 8, 2022 | |
Lease term, description | Actinium shall have at any time during the term of this agreement the right to purchase the FFE for $496,914, less any previously paid license fees. The license of FFE qualifies as a sales-type lease. At inception, the Company derecognized the underlying assets of $493,452, recognized discounted lease payments receivable of $397,049 using the discount rate of 8.38% and recognized loss on sales-type lease of fixed assets of $96,403. | |
Cost of license | $ 7,529 | |
Unearned interest income | $ 55,232 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 12, 2019 | Feb. 06, 2019 | Dec. 31, 2018 |
Subsequent Event [Member] | Accredited investors [Member] | |||
Subsequent Events (Textual) | |||
Proceeds from amount received | $ 725,000 | ||
Aggregate sale of units | 805,554 | ||
Price per unit | $ 0.90 | ||
Exercise price of each warrant | $ 1.50 | ||
Warrant term | 5 years | ||
Subsequent Event [Member] | Accredited investors [Member] | Common Stock [Member] | |||
Subsequent Events (Textual) | |||
Aggregate sale of units | 805,554 | ||
Subsequent Event [Member] | Accredited investors [Member] | Warrants [Member] | |||
Subsequent Events (Textual) | |||
Aggregate sale of units | 523,610 | ||
Settlement Agreement [Member] | |||
Subsequent Events (Textual) | |||
Recorded liability | $ 1,105,590 | ||
Cash payments | $ 1,500,000 | ||
Settlement Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Events (Textual) | |||
Initial payment | $ 500,000 | ||
Relinquished shares | 303,392 | ||
Settlement Agreement [Member] | Subsequent Event [Member] | March 31, 2019 [Member] | |||
Subsequent Events (Textual) | |||
Subsequent payments | $ 250,000 | ||
Settlement Agreement [Member] | Subsequent Event [Member] | June 30, 2019 [Member] | |||
Subsequent Events (Textual) | |||
Subsequent payments | 250,000 | ||
Settlement Agreement [Member] | Subsequent Event [Member] | September 30, 2019 [Member] | |||
Subsequent Events (Textual) | |||
Subsequent payments | 250,000 | ||
Settlement Agreement [Member] | Subsequent Event [Member] | December 31, 2019 [Member] | |||
Subsequent Events (Textual) | |||
Subsequent payments | $ 250,000 |