Document and Entity Information
Document and Entity Information | 3 Months Ended |
Sep. 30, 2016shares | |
Document And Entity Information | |
Entity Registrant Name | BIOVIE INC. (F/K/A NANOANTIBIOTICS, INC.) |
Entity Central Index Key | 1,580,149 |
Document Type | 10-Q/A |
Document Period End Date | Sep. 30, 2016 |
Amendment Flag | false |
Current Fiscal Year End Date | --06-30 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 87,210,000 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,016 |
Trading Symbol | bivi |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
CURRENT ASSETS: | ||
Cash | $ 8,745 | $ 123,757 |
Prepaid expenses | 0 | 6,982 |
Total Current Assets | 8,745 | 130,739 |
OTHER ASSETS: | ||
Intangible Assets (Net of Amortization) | 2,185,390 | 2,242,734 |
Goodwill | 345,711 | 345,711 |
Total Fixed Assets | 2,531,101 | 2,588,445 |
TOTAL ASSETS | 2,539,846 | 2,719,184 |
CURRENT LIABILITIES: | ||
Accounts Payable and accrued expenses | 381,289 | 293,633 |
Loan payable | 8,000 | |
Related Party Loan | 10,000 | 10,000 |
Accrued Payroll | 562,112 | 499,612 |
Total Current Liabilities | 961,401 | 803,245 |
STOCKHOLDERS' EQUITY | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 300,000,000 shares authorized; shares issued and 87,210,000 and 87,160,000 shares issued and outstanding, respectively | 8,721 | 8,716 |
Additional paid in capital | 2,925,403 | 2,911,560 |
Accumulated deficit | (1,355,679) | (1,004,337) |
Total Stockholders' Equity (Deficit) | 1,578,445 | 1,915,939 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,539,846 | $ 2,719,184 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock Shares Issued | 87,210,000 | 87,160,000 |
Common stock, shares outstanding | 87,210,000 | 87,160,000 |
STATEMENTS OF OPERATION
STATEMENTS OF OPERATION - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUE: | ||
Sales | $ 0 | $ 0 |
COST OF GOODS SOLD | 0 | 0 |
GROSS MARGIN | 0 | 0 |
OPERATING EXPENSES | ||
Amortization | 57,344 | 0 |
Research and development expenses | 127,270 | 0 |
Payroll expenses | 71,348 | 40,369 |
Professional fees | 93,165 | 10,957 |
Selling, general and administrative expenses | 2,226 | 3,301 |
TOTAL OPERATING EXPENSES | 351,353 | 54,627 |
LOSS FROM OPERATIONS | (351,353) | (54,627) |
OTHER EXPENSE (INCOME) | ||
Interest Expense | ||
Interest income | (11) | (61) |
TOTAL OTHER EXPENSE (INCOME) | (11) | (61) |
NET LOSS | $ (351,342) | $ (54,566) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 87,205,550 | 87,210,000 |
STOCKHOLDERS' DEFICIT (Unaudite
STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock Shares | Capital in Excess of Par Value | Prepaid Services Paid with Common Sock | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2015 | $ 8,721 | $ 514,485 | $ (4,911) | $ (572,414) | $ (54,119) |
Beginning Balance (in shares) at Jun. 30, 2015 | 87,210,000 | ||||
Retirement of Shares | $ (5) | (5) | |||
Retirement of Shares (in shares) | (39,869,999) | ||||
Shares Issued for Acquisition | 2,397,075 | 2,397,075 | |||
Shares Issued for Acquisition (in shares) | 39,820,000 | ||||
Amortization of prepaid services paid with common stock | 4,911 | 4,911 | |||
Net Loss | (431,923) | (431,923) | |||
Ending Balance at Jun. 30, 2016 | $ 8,716 | 2,911,560 | 0 | (1,004,337) | 1,915,939 |
Ending Balance (in shares) at Jun. 30, 2016 | 87,160,001 | ||||
Options vested | 8,848 | 8,848 | |||
Issuance of Shares | $ 5 | 4,995 | 5,000 | ||
Issuance of Shares, (in shares) | 49,999 | ||||
Amortization of prepaid services paid with common stock | 4,911 | 4,911 | |||
Net Loss | (351,342) | (351,342) | |||
Ending Balance at Sep. 30, 2016 | $ 8,721 | $ 2,925,403 | $ 0 | $ (1,355,679) | $ 1,578,445 |
Ending Balance (in shares) at Sep. 30, 2016 | 87,210,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (351,342) | $ (54,566) |
Adjustments to reconcile net loss to net cash to cash used by operating activities: | ||
Amortization of prepaid common stock for services | 1,890 | |
Amortization of intangible assets | 57,344 | 0 |
Share based compensation expense | 8,848 | 0 |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses | 6,982 | 1,500 |
Increase (decrease) in Accounts Payable | 87,656 | 8,842 |
Increase (decrease) in Accrued Payroll | 62,500 | 40,369 |
Net cash used by operating activities | (128,012) | (1,965) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash provided by investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan payable | 8,000 | 0 |
Proceeds from issuance of common Stock | 5,000 | 0 |
Net cash provided by financing activities | 13,000 | 0 |
Net decrease in cash | (115,012) | (1,965) |
Cash, beginning of period | 123,757 | 267,481 |
Cash, end of period | 8,745 | 265,516 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income tax | $ 0 | $ 0 |
Background Information
Background Information | 3 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Background Information | 1. Background Information BioVie Inc. (F/K/A NanoAntibiotics, Inc.) (the “Company”) is a development stage enterprise that was incorporated in the state of Nevada on April 10, 2013. The Company is engaged in the discovery, development and commercialization of a therapy targeting ascites due to liver cirrhosis. Ascites due to liver cirrhosis is a life-threatening condition affecting about 100,000 Americans and many times more worldwide. Our therapy BIV201 is based on a drug that’s approved in about 50 countries to treat related complications of liver cirrhosis (part of the same disease pathway as ascites), but not yet available in the US. BIV201’s active agent is a potent vasoconstrictor and has shown efficacy for reducing portal hypertension in studies around the world. The goal is for BIV201 to interrupt the ascites disease pathway, thereby halting the cycle of accelerating fluid generation in ascites patients. The BIV201 development program began at LAT Pharma LLC. On April 11, 2016, the Company acquired LAT Pharma LLC and the rights to its BIV201 development program. We currently own all development and marketing rights to our drug candidate, except as noted previously, the Company and PharmaIN have exchanged small (low single-digit) ownership rights to each other’s ascites drug development programs. The Company recently filed patent applications for its drug candidate in the US and Japan, as well as a PCT in Europe. We are currently completing the work necessary to file our investigational new drug (IND) application, and aim to commence clinical trials should the FDA approve our application. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan. |
Going Concern
Going Concern | 3 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Going Concern | 2. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended September 30, 2016, the Company had a net loss of $351,342. As of September 30, 2016, the Company has not earned any revenues. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of public equity securities. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Unaudited Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 during the reporting period. Actual results could differ from those estimates. Cash Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. All of our cash balances were fully insured at September 30, 2016. Financial Instruments The Company’s financial instruments include cash and accounts payable. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items. Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses. The Company expensed $127,270 for research and development for the quarter ended September 30, 2016. Income Taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company follows the provisions of FASB ASC 740-10 “ Uncertainty in Income Taxes Earnings (Loss) per Share Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. For the quarter ended September 30, 2016 all outstanding options have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. Stock-based Compensation The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Fair Value Measurements In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2013 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “ Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued payroll. Recent accounting pronouncements The Company has reviewed recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC and did not or are not believed by management to have a material impact on the Company’s financial statements. |
Related Party Loan
Related Party Loan | 3 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Loan | 4. Related Party Loan LAT Pharma was given a zero-interest bearing loan by the company’s General Partner, Jonathan Adams in the amount of $5,000 in August 2015 and $5,000 in November 2015. The total of $10,000 was outstanding when the Company merged with LAT Pharma. As of September 30 th |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies | 5. Commitments and Contingencies Office Lease On January 1, 2014 the Company executed a lease agreement with Cummings Properties for the company’s office of 270 square feet at 100 Cummings Center, Suite 247-C, Beverly, MA 01915. The lease is for a term of five years from January 1, 2014 to December 30, 2018 and requires monthly payments of $357 ($4,284 annually for each of the five years, total aggregate of $21,420). Employment Agreements On April 11, 2016 the Company entered into employment agreement with CEO Jonathan Adams. The Company’s agreement provides for a three-year term with minimum annual base salary of $250,000 per year. Effective April 11, 2016, the (previous) CEO/CFO resigned. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Deferred taxes are recorded for all existing temporary differences in the Company’s assets and liabilities for income tax and financial reporting purposes. Due to the valuation allowance for deferred tax assets, as noted below, there were no net deferred tax benefit or expense for the quarter ended September 30, 2016. There is no current or deferred income tax expense or benefit allocated to continuing operations for the quarter ended September 30, 2016. The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows: 30 - Sep - 2016 30 - Jun - 2016 Tax expense (benefit) at U.S. statutory rate $ (119,460 ) $ (146,889 ) State income tax expense (benefit), net of federal benefit (17,568 ) (21,659 ) Effect of non-deductible expenses Other Change in valuation allowance 137,028 168,548 $ — $ — The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at September 30, 2016 were as follows: Deferred tax assets (liability), noncurrent: Net operating loss $ 528,876 Valuation allowance (528,876 ) $ — Change in valuation allowance: Balance, June 30, 2016 $ 391,848 Increase in valuation allowance 137,028 Balance, September 30, 2016 528,876 Since management of the Company believes that it is more likely than not that the net deferred tax assets will not provide future benefit, the Company has established a 100 percent valuation allowance on the net deferred tax assets as of September 30, 2016. As of September 30, 2016, the Company had federal and state net operating loss carry-forwards totaling approximately $1,355,679 which begin expiring in 2022. |
Purchase of LAT Pharma
Purchase of LAT Pharma | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Purchase of LAT Pharma | 7. Purchase of LAT Pharma On April 11, 2016, the Company entered into and consummated an Agreement and Plan of Merger (the “Merger Agreement”), with LAT Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition”) and LAT Pharma, LLC an Illinois limited liability company (“LAT”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into LAT in a statutory triangular merger (the “Merger”) with LAT surviving as a wholly-owned subsidiary of the Company. As consideration for the Merger, the Company issued the interest holders of LAT (the “LAT Holders”) an aggregate of 39,820,000 shares of our Common Stock issued to the LAT Holders in accordance with their pro rata ownership of LAT membership interests prior to the Merger. Following the Merger, the Registrant will continue the development of LAT’s lead clinical therapeutic candidate Continuous low-dose Infusion (CI) Terlipressin. Immediately prior to the Merger, the Company had 87,210,000 shares of Common Stock issued and outstanding. In connection with the Merger, certain shareholders of the Company collectively agreed to retire and cancel an aggregate of 39,869,999 shares of Common Stock. Following the consummation of the Merger, the issuance of the Merger Shares of the 39,820,000 shares of Common Stock, the Company had 87,160,001 shares of Common Stock issued and outstanding and the LAT Holders beneficially own 39,820,000 shares or approximately forty-six percent (46%) of such issued and outstanding Common Stock. Under the purchase method of accounting, the transaction was valued for accounting purposes at $2,389,200, which was the estimated fair value of the consideration paid by the Company. The estimate was based on the consideration paid of 39,820,000 shares of common stock valued based on the closing price on 04/11/2016 of $0.06 per share. The assets and liabilities of LAT Pharma, Inc. were recorded at their respective fair values as of the closing date of the Merger Agreement, and the following table summarizes these values based on the balance sheet at April 11, 2016. $ 2,303,682 Assets Purchased 260,193 Liabilities Assumed 2,043,489 Net Assets Purchased 2,389,200 Purchase Price $ 345,711 Goodwill from Purchase Intangible asset detail $ 2,293,770 Intangible Intellectual Property 345,711 Goodwill $ 2,639,481 Intangible Asset from Purchase Under the 338(h)(10) election, all goodwill and intangibles related to the acquisition of LAT Pharma will be fully deductible for tax purposes. The intangible intellectual property is amortized over 10 years. Sep 2016 Sep 2015 Intangible Assets subject to Amortization $ 2,293,770 $ — Amortization Expense in current year $ 57,344 $ — Accumulated Amortization at year end $ 108,380 $ — The previous year amortization expense has been amortized for the period from April 11, 2016 to June 30, 2016. The estimated Amortization expense for each of the five succeeding fiscal years will be approximately $229,300 per year. |
Stock Options
Stock Options | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | 8. Stock Options In connection with the employment agreement signed with the Chief Financial Officer on April 11, 2016, Jonathan Adams received options to acquire 3 million shares exercisable at $0.06 per share, the closing price on that date. These Options Group A shall become vested and exercisable (i) as to 1 million shares on April 11, 2017, (ii) as to 1 million shares on April 11, 2018, and (iii) as to 1 million shares on April 11, 2019. The fair market value of the stock options is estimated using the Black Scholes valuation model and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on the historical volatilities of 3 comparable companies of the daily closing price of their respective common stock; the expected term of options granted is based on the average time outstanding method; and the risk free interest rate is based on the US Treasury bonds issued with similar life terms to the expected life of the grant. The following key assumptions were used in the valuation model to value stock option grants for each respective period: Valuation Date 4/11/2016 4/11/2016 4/11/2016 Stock Price $ 0.06 $ 0.06 $ 0.06 Exercise Price $ 0.06 $ 0.06 $ 0.06 Term (expected term for options) 1.00 2.00 3.00 Volatility 56.49 % 58.45 % 97.82 % Annual Rate of Quarterly Dividends 0.00 % 0.00 % 0.00 % Discount Rate - Bond Equivalent Yield 0.53 % 0.70 % 0.85 % Call Option Value ($Millions) $ 0.01 $ 0.02 $ 0.04 Fair Value $ 13,467 $ 19,523 $ 36,489 Stock option transactions under the Company’s plans for the years ended June 30, 2016 is summarized below: Weighted Weighed- Average Aggregate Average Remaining Intrinsic Shares Exercise Contractual Value Options (Thousand) Price Term (Thousand) Outstanding at July 1, 2015 — — — — Granted 3,000 0.06 2 — Exercised — — — — Forfieted — — — — Outstanding at June 30, 2016 3,000 0.06 2 Granted — — — — Exercised — — — — Forfieted — — — — Outstanding at September 30, 2016 3,000 0.06 2 The compensation expense includes $8,848 related to the stock options described above. |
Loan Payable
Loan Payable | 3 Months Ended |
Sep. 30, 2016 | |
Brokers and Dealers [Abstract] | |
Loan Payable | 9. Loan Payable LAT Pharma was given a zero-interest bearing loan from Barrett Ehrlich for $8,000. Barrett Ehrlich made a payment to Hayden IR, LLC directly on behalf of LAT Pharma. As of September 30 th |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Event Subsequent to September 30, 2016, the Company sold 500,000 shares of common stock for 20 cents per share for total proceeds of $100,000. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 during the reporting period. Actual results could differ from those estimates. |
Cash | Cash Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. All of our cash balances were fully insured at September 30, 2016. |
Financial Instruments | Financial Instruments The Company’s financial instruments include cash and accounts payable. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items. |
Research and Development | Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses. The Company expensed $127,270 for research and development for the quarter ended September 30, 2016. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company follows the provisions of FASB ASC 740-10 “ Uncertainty in Income Taxes |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. For the quarter ended September 30, 2016 all outstanding options have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. |
Stock-based Compensation | Stock-based Compensation The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). |
Fair Value Measurements | Fair Value Measurements In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2013 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “ Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued payroll. |
Recent accounting pronouncements | Recent accounting pronouncements The Company has reviewed recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC and did not or are not believed by management to have a material impact on the Company’s financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the federal statutory income tax rate to income tax expense expense | The items causing this difference are as follows: 30 - Sep - 2016 30 - Jun - 2016 Tax expense (benefit) at U.S. statutory rate $ (119,460 ) $ (146,889 ) State income tax expense (benefit), net of federal benefit (17,568 ) (21,659 ) Effect of non-deductible expenses Other Change in valuation allowance 137,028 168,548 $ — $ — |
Schedule of gross amounts of deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at September 30, 2016 were as follows: Deferred tax assets (liability), noncurrent: Net operating loss $ 528,876 Valuation allowance (528,876 ) $ — |
Change in valuation allowance | Change in valuation allowance: Balance, June 30, 2016 $ 391,848 Increase in valuation allowance 137,028 Balance, September 30, 2016 528,876 |
Purchase of LAT Pharma (Tables)
Purchase of LAT Pharma (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Purchase Of Lat Pharma Tables | |
Schedule of Assets and Liabilities of LAT Pharma, Inc. | The assets and liabilities of LAT Pharma, Inc. were recorded at their respective fair values as of the closing date of the Merger Agreement, and the following table summarizes these values based on the balance sheet at April 11, 2016. x $ 2,303,682 Assets Purchased 260,193 Liabilities Assumed 2,043,489 Net Assets Purchased 2,389,200 Purchase Price $ 345,711 Goodwill from Purchase Intangible asset detail $ 2,293,770 Intangible Intellectual Property 345,711 Goodwill 2,639,481 Intangible Asset from Purchase |
Intangible intellectual property | The intangible intellectual property is amortized over 10 years. Sep-16 Sep-15 Intangible assets subject to amortization $ 2,293,770.00 Amortization expense in current quarter $ 57,344.00 Accumulated amortization at quarter end $ 108,380.00 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Stock Options Tables | |
Schedule of Stock option grants for each respective period | Stock option transactions under the Company’s plans for the years ended June 30, 2016 is summarized below: Weighted Weighed- Average Aggregate Average Remaining Intrinsic Shares Exercise Contractual Value Options (Thousand) Price Term (Thousand) Outstanding at July 1, 2015 — — — — Granted 3,000 0.06 2 — Exercised — — — — Forfieted — — — — Outstanding at June 30, 2016 3,000 0.06 2 Granted — — — — Exercised — — — — Forfieted — — — — Outstanding at September 30, 2016 3,000 0.06 2 The compensation expense includes $8,848 related to the stock options described above. |
Valuation model to value stock option grants | The following key assumptions were used in the valuation model to value stock option grants for each respective period: Valuation Date 4/11/2016 4/11/2016 4/11/2016 Stock Price $ 0.06 $ 0.06 $ 0.06 Exercise Price $ 0.06 $ 0.06 $ 0.06 Term (expected term for options) 1.00 2.00 3.00 Volatility 56.49 % 58.45 % 97.82 % Annual Rate of Quarterly Dividends 0.00 % 0.00 % 0.00 % Discount Rate - Bond Equivalent Yield 0.53 % 0.70 % 0.85 % Call Option Value ($Millions) $ 0.01 $ 0.02 $ 0.04 Fair Value $ 13,467 $ 19,523 $ 36,489 |
Background Information (Details
Background Information (Details Narrative) | 3 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Entity Incorporation, Date of Incorporation | Apr. 10, 2013 |
Entity Incorporation, State Country Name | Nevada |
Significant Accounting Polici22
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Research and development | $ 127,270 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Notes to Financial Statements | |||
Net Loss | $ 351,342 | $ 54,566 | $ 431,923 |
Related Party Loan (Details Nar
Related Party Loan (Details Narrative) | Sep. 30, 2016USD ($) |
Related Party Transactions [Abstract] | |
Outstanding balance of payable on demand | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 60 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | |
Notes to Financial Statements | |||
Lease rental | $ 357 | $ 4,284 | $ 21,420 |
Lease term (in years) | 5 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (benefit) at U.S. statutory rate | $ (146,889) | $ (119,460) |
State income tax expense (benefit), net of federal benefit | (21,659) | (17,568) |
Effect of non-deductible expenses | 0 | 0 |
Other | 0 | 0 |
Change in valuation allowance | 168,548 | 137,028 |
Total | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2016 | Jun. 30, 2015 |
Deferred tax assets (liability) noncurrent: | ||
Net operating loss | $ 528,876 | |
Valuation allowance | (528,876) | $ (391,848) |
Total | $ 0 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Change in valuation allowance: | ||
Balance, June 30, 2016 | $ 391,848 | |
Increase in valuation allowance | $ 168,548 | $ 137,028 |
Ending Balance | $ 528,876 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net deferred tax benefit or expense | $ 0 |
Federal and state net operating loss carry-forwards | $ 1,355,679 |
Purchase of LAT Pharma (Details
Purchase of LAT Pharma (Details 1) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | Apr. 11, 2016 |
Goodwill | $ 345,711 | $ 345,711 | |
LAT Pharma, Inc. [Member] | |||
Assets Purchased | $ 2,303,682 | ||
Liabilities Assumed | 260,193 | ||
Net Assets Purchased | 2,043,489 | ||
Purchase Price | 2,389,200 | ||
Goodwill | 345,711 | ||
Intangible Intellectual Property | 2,293,770 | ||
Intangible Asset from Purchase | $ 2,639,481 |
Purchase of LAT Pharma (Detai31
Purchase of LAT Pharma (Details 2) | Sep. 30, 2016USD ($) |
Business Combinations [Abstract] | |
Intangible assets subject to amortization | $ 2,293,770 |
Amortization expense in current quarter | 57,344 |
Accumulated amortization at quarter end | $ 108,380 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Jun. 30, 2016 | |
Number of Options | ||
Outstanding at begginning | 3,000 | 0 |
Grant | 0 | 3,000 |
Exercised | 0 | 0 |
Forfieted | 0 | 0 |
Outstanding at end | 3,000 | 3,000 |
Weighted-Average Exercise Price | ||
Outstanding at begginning | $ 0.06 | $ 0 |
Grant | 0 | 0.06 |
Exercised | 0 | 0 |
Forfieted | 0 | 0 |
Outstanding at end | $ 0.06 | $ 0.06 |
Weighted-Average Remaining Life (Years) | ||
Outstanding at begginning | 2 years | |
Grant | 2 years | |
Outstanding at end | 2 years | 2 years |
Aggregate Intrinsic Value | ||
Outstanding at begginning | $ 0 | $ 0 |
Grant | $ 0 | $ 0 |
Exercised | $ 0 | $ 0 |
Cancelled | $ 0 | $ 0 |
Outstanding at end | $ 0 | $ 0 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | Sep. 30, 2016USD ($) |
Brokers and Dealers [Abstract] | |
Outstanding balance payable on demand | $ 8,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Subsequent Events [Abstract] | |
Sale of common stock | $ | $ 500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.2000 |