Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | ContraVir Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,583,771 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 59,944,875 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Current Assets: | ||
Cash | $ 3,028,160 | $ 7,403,940 |
Prepaid expenses | 585,206 | 491,045 |
Total Current Assets | 3,613,366 | 7,894,985 |
Property and equipment, net | 73,794 | 80,848 |
In-process research and development | 3,190,000 | 3,190,000 |
Goodwill | 1,870,924 | 1,870,924 |
Other assets | 68,377 | 69,955 |
Total Assets | 8,816,461 | 13,106,712 |
Current Liabilities: | ||
Accounts payable | 4,397,010 | 4,252,243 |
Accrued expenses | 765,049 | 820,894 |
Current portion of capital lease | 10,410 | |
Total Current Liabilities | 5,162,059 | 5,083,547 |
Contingent consideration | 3,325,000 | 3,320,000 |
Deferred tax liability | 1,269,620 | 1,269,620 |
Derivative financial instruments, at estimated fair value-warrants | 2,055,803 | 2,115,965 |
Total Liabilities | 11,812,482 | 11,789,132 |
Commitments and contingencies (Note 12) | ||
Stockholders' (Deficit) Equity: | ||
Common stock, par value of $.0001 per share. Authorized 120,000,000 shares, 55,591,945 and 32,231,241 shares issued and outstanding at September 30, 2016 and June 30, 2016, respectively | 5,560 | 3,224 |
Additional paid-in capital | 44,596,903 | 32,226,851 |
Accumulated deficit | (49,429,392) | (44,612,495) |
Total Stockholders' (Deficit) Equity | (2,996,021) | 1,317,580 |
Total Liabilities and Stockholders' (Deficit) Equity | 8,816,461 | 13,106,712 |
Series A convertible preferred stock | ||
Stockholders' (Deficit) Equity: | ||
Convertible preferred stock | $ 1,830,908 | 12,500,000 |
Series B convertible preferred stock | ||
Stockholders' (Deficit) Equity: | ||
Convertible preferred stock | $ 1,200,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Jun. 30, 2016 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 55,591,945 | 32,231,241 |
Common stock, shares outstanding | 55,591,945 | 32,231,241 |
Convertible preferred stock | ||
Convertible preferred stock, par/stated value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Series A convertible preferred stock | ||
Convertible preferred stock, par/stated value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, shares issued | 183,091 | 1,250,000 |
Convertible preferred stock, shares outstanding | 183,091 | 1,250,000 |
Series B convertible preferred stock | ||
Convertible preferred stock, par/stated value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, shares issued | 0 | 120,000 |
Convertible preferred stock, shares outstanding | 0 | 120,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Costs and Expenses: | ||
Research and development | $ 3,129,708 | $ 3,765,715 |
General and administrative | 1,747,351 | 1,078,727 |
Loss from Operations | (4,877,059) | (4,844,442) |
Change in fair value of derivative instruments-warrants | 60,162 | |
Net Loss | (4,816,897) | (4,844,442) |
Other comprehensive income | ||
Comprehensive loss | $ (4,816,897) | $ (4,844,442) |
Weighted Average Common Shares Outstanding | ||
Basic and Diluted (in shares) | 37,919,087 | 22,289,647 |
Net Loss per Common Share | ||
Basic and Diluted (in dollars per share) | $ (0.13) | $ (0.22) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Sep. 30, 2016 - USD ($) | Series A convertible preferred stockPreferred Stock | Series B convertible preferred stockPreferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2016 | $ 12,500,000 | $ 1,200,000 | $ 3,224 | $ 32,226,851 | $ (44,612,495) | $ 1,317,580 |
Balance (in shares) at Jun. 30, 2016 | 1,250,000 | 120,000 | 32,231,241 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net | $ 5 | 56,155 | 56,160 | |||
Issuance of common stock, net (in shares) | 54,000 | |||||
Conversion of preferred stock to common stock | $ (10,669,092) | $ (1,200,000) | $ 2,330 | 11,866,762 | ||
Conversion of preferred stock to common stock (in shares) | (1,066,909) | (120,000) | 23,298,704 | |||
Stock based compensation expense | 444,956 | 444,956 | ||||
Exercise of stock options | $ 1 | 2,179 | 2,180 | |||
Exercise of stock options (in shares) | 8,000 | |||||
Net loss | (4,816,897) | (4,816,897) | ||||
Balance at Sep. 30, 2016 | $ 1,830,908 | $ 5,560 | $ 44,596,903 | $ (49,429,392) | $ (2,996,021) | |
Balance (in shares) at Sep. 30, 2016 | 183,091 | 55,591,945 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,816,897) | $ (4,844,442) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 501,116 | 10,909 |
Change in fair value of derivative instrument-warrants | (60,162) | |
Change in fair value of contingent consideration | 5,000 | |
Depreciation and amortization expense | 7,054 | 5,322 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expense | 88,922 | 2,276,921 |
Current portion of capital lease | (10,410) | |
Prepaid expenses and other assets | (92,583) | (247,525) |
Net Cash used in Operating Activities | (4,377,960) | (2,798,815) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (6,603) | |
Net Cash used in Investing Activities | (6,603) | |
Cash Flows From Financing Activities: | ||
Issuance of common stock via stock option exercise | 2,180 | 33,365 |
Net Cash provided by Financing Activities | 2,180 | 33,365 |
Net decrease in cash | (4,375,780) | (2,772,053) |
Cash at beginning of period | 7,403,940 | 4,563,165 |
Cash at end of period | 3,028,160 | $ 1,791,112 |
Series A convertible preferred stock | ||
Supplementary Disclosure Of Non-Cash Financing Activities: | ||
Conversion of convertible preferred stock | 10,669,092 | |
Series B convertible preferred stock | ||
Supplementary Disclosure Of Non-Cash Financing Activities: | ||
Conversion of convertible preferred stock | $ 1,200,000 |
Business Overview
Business Overview | 3 Months Ended |
Sep. 30, 2016 | |
Business Overview | |
Business Overview | 1. Business Overview ContraVir Pharmaceuticals Inc. ("ContraVir" or the "Company") is a biopharmaceutical company focused primarily on the clinical development of FV-100 to treat herpes zoster (HZ), or shingles, which is an infection caused by the reactivation of varicella zoster virus (VZV) or "chickenpox", and CMX157 to treat Hepatitis B (HBV). On June 10, 2016, the Company, through a wholly-owned subsidiary now known as ContraVir Research Inc., acquired Ciclofilin Pharmaceuticals, Inc. a biopharmaceutical company incorporated on January 13, 2014 in California and reincorporated in Delaware on October 15, 2014. Ciclofilin Pharmaceuticals, Inc. had one wholly-owned subsidiary, Ciclofilin Pharmaceuticals Corp., incorporated in Canada on January 24, 2014. Together, Ciclofilin Pharmaceuticals, Inc. and Ciclofilin Pharmaceuticals Corp ("Ciclofilin") are a wholly-owned subsidiary known as ContraVir Research Inc. that specializes in the development of cyclophilin inhibitors, an emerging class of drugs for infectious, inflammatory, and degenerative diseases. Ciclofilin's lead drug candidate, CRV431, is a potent cyclophilin inhibitor that blocks multiple HBV activities including entry into cells and replication, and is currently in pre-clinical development. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation and Going Concern | |
Basis of Presentation and Going Concern | 2. Basis of Presentation and Going Concern These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission ("SEC") and United States generally accepted accounting principles ("GAAP") for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's interim financial information. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended June 30, 2016 contained in the Company's Annual Report on Form 10-K ("Form 10-K") filed with the Securities and Exchange Commission ("SEC") on September 28, 2016. Principles of Consolidation The consolidated financial statements include the accounts of ContraVir and its subsidiaries ContraVir Research Inc. and Ciclofilin Pharmaceuticals Corp, which conducts its operations in Canada. All intercompany balances and transactions have been eliminated in consolidation. Going Concern As of September 30, 2016, the Company had $3.0 million in cash. Net cash used in operating activities was $4.4 million for the three months ended September 30, 2016. Net loss for the three months ended September 30, 2016 was $4.8 million. As of September 30, 2016, the Company had negative working capital of $1.5 million. These unaudited financial statements have been prepared under the assumption that the Company will continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available to attain further operating efficiencies and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will be required to raise additional capital within the next year to continue the development and commercialization of its current product candidate and to continue to fund operations at its current cash expenditure levels. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. Any debt financing, if available, may involve restrictive covenants that impact the Company's ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, it may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of its product candidate; (ii) seek collaborators for product its candidate at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize ourselves on unfavorable terms. 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 expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. Significant Accounting Policies The Company's significant accounting policies are disclosed in the audited financial statements for the year ended June 30, 2016 included in the Company's Form 10-K filed with the SEC on September 28, 2016. Since the date of such financial statements, there have been no changes to the Company's significant accounting policies. Cash As of September 30, 2016 and June 30, 2016, the amount of cash was approximately $3.0 million and $7.4 million, respectively, consisting of checking accounts held at U.S. commercial banks. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced losses related to these balances. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2—Valuations based on 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 and models for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments consist of cash and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature. Derivative financial instruments The Company has issued common stock warrants in connection with the execution of certain equity financings. The fair value of the warrants, which were deemed to be derivative instruments based on certain contingent put features, was recorded as a derivative liability under the provisions of ASC Topic 815 Derivatives and Hedging ("ASC 815") upon issuance. Subsequently, the liability is adjusted to fair value as of the end of each reporting period and the changes in fair value of derivative liabilities are recorded in the statements of operations under the caption "Change in fair value of derivative financial instruments—warrants." See Note 4 for additional information. Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development, ("ASC 730"). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. ContraVir does not currently have any commercial biopharmaceutical products, and does not expect to have such for several years if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that ContraVir has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At September 30, 2016 and June 30, 2016, the Company had prepaid research and development costs of $411,895 and $354,542. Share-based payments ASC Topic 718 "Compensation—Stock Compensation" ("ASC 718") requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Generally, the Company issues stock options with only service based vesting conditions and records the expense for these awards using the straight-line method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. ContraVir has a limited trading history in its common stock and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for stock options issued to non-employees in accordance with ASC Topic 505-50 "Equity-Based Payment to Non-Employees" and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company's common stock and updated assumption inputs in the Black-Scholes option-pricing model. ASC 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as cash inflows from financing activities and cash outflows from operating activities. Due to ContraVir's accumulated deficit position, no excess tax benefits have been recognized. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2016 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about: • Contracts with customers —including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations). • Significant judgments and changes in judgments —determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations. • Certain assets —assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued updated guidance deferring the effective date of the revenue recognition standard. In March, April and May 2016, the FASB issued additional updated guidance, which clarifies certain aspects of the ASU and the related implementation guidance issued by the FASB-IASB Joint Transition Resource Group for Revenue Recognition. This guidance is effective for the Company for annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that this guidance will have on its results of operations, financial position and cash flows. |
Business Combination
Business Combination | 3 Months Ended |
Sep. 30, 2016 | |
Business Combination | |
Business Combination | 4. Business Combination Acquisition of Ciclofilin Pharmaceuticals, Inc. On June 10, 2016, ContraVir completed its acquisition of 100% of the common stock of Ciclofilin. The transaction provided ContraVir with a product candidate, CRV431, that is in pre-clinical stage development, targeted at treating hepatitis B. CRV431 belongs to a known drug class of cyclophilin inhibitors derived from cyclosporine A, and was designed specifically to optimize potency and selectivity against HBV. The acquisition-date fair value of the consideration transferred was as follows: At Cash $ Notes receivable settled upon closing of transaction Contingent consideration Total consideration $ On April 12, 2016, Ciclofilin issued $200,000 of convertible 1% Notes payable to ContraVir with a maturity date of October 12, 2016. This Note was to be repaid upon the earlier of i) a change in control event or ii) October 12, 2016. In the event of a change of control event in which ContraVir was the acquirer, any amount due from ContraVir to Ciclofilin at closing would be set-off by the principal amount. The Note was effectively settled upon closing of the transaction, with the settlement amount equal to the carrying amount. There was no impact to ContraVir's consolidated statements of operations as a result of the settlement and the settlement amount is included in total consideration above. The contingent consideration represents the acquisition date fair value of potential future payments, to be paid in cash and Company stock, upon the achievement of certain milestones as described below. The contingent consideration was estimated based on a probability-weighted discounted cash flow model, which is an income approach. Milestone Event under the ContraVir Merger Agreement Milestone Payment to Stockholders Upon receipt of Phase I Positive Data from the Phase I trial of CRV431 in humans (1) Such number of validly issued, fully paid and non-assessable shares of Buyer Common Stock equal to 2.5% of the issued and outstanding Buyer Common Stock on the Closing Date and (2) $1,000,000 by wire transfer of immediately available funds. Upon receipt of Phase II Positive Data from a proof of concept clinical trial (whether an HBV-positive Phase I clinical trial or a separate Phase II clinical trial, or otherwise) of CRV431 in humans (1) Such number of validly issued, fully paid and non-assessable shares of Buyer Common Stock equal to 7.5% of the issued and outstanding Buyer Common Stock on the Closing Date and (2) $3,000,000 by wire transfer of immediately available funds. Upon initiation of a Phase III trial of CRV431 $5,000,000 Upon the acceptance by the U.S. Food and Drug Administration of a new drug application for CRV431 $8,000,000 The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The goodwill recognized is attributable primarily to strategic opportunities related to leveraging Tribute's existing infrastructure. Goodwill is not deductible for tax purposes. The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition: At Cash $ Tax receivable Prepaid rent Property, plant and equipment, net Other assets In-process research and development Current portion of capital lease ) Deferred tax liability ) Total net assets acquired Goodwill Total consideration $ There were no measurement period adjustments recorded in the three months ended September 30, 2016. Acquired In-Process Research and Development Acquired IPR&D is the estimated fair value of the CRV431 asset at the acquisition date. The Company determined that the estimated fair value of CRV431 was $3,190,000 as of the acquisition date using the Multi-Period Excess Earnings Method, or MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset's projected incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. To calculate fair value of CRV431 under the MPEEM, the Company used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant inherent risks associated with drug development by clinical-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to CRV431 and then reduced by a contributory charge on requisite assets employed. Contributory assets included working capital, net fixed assets and assembled workforce. Rates of return on the contributory assets were based on rates used for comparable market participants. Cash flows were assumed to extend through 2040. The resultant cash flows were then discounted to present value using a weighted-average cost of capital for companies with profiles substantially similar to that of ContraVir, which the Company believes represent the rate that market participants would use to value the assets. The Company compensated for the phase of development of the program by applying a probability factor to the estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indication in which development of CRV431 will be pursued, the time and resources needed to complete the development and regulatory approval of CRV431, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation. Deferred Income Tax Liability The Company recorded a $1,269,620 deferred income tax liability resulting from the acquisition reflecting the tax impact of the difference between the book basis and tax basis of acquired IPR&D. Such deferred income tax liability cannot be used to offset deferred tax assets when analyzing the Company's valuation allowance as the acquired IPR&D is considered to have an indefinite life until the Company completes or abandons development of CRV431. |
Stockholder's Equity and Deriva
Stockholder's Equity and Derivative Liability | 3 Months Ended |
Sep. 30, 2016 | |
Stockholder's Equity and Derivative Liability | |
Stockholder's Equity and Derivative Liability | 5. Stockholder's Equity and Derivative Liability Preferred stock, Common Stock and Warrant Offering On October 14, 2014, the Company closed a private offering of Series A Convertible Preferred Stock (the "Series A") and issued 900,000 shares of Series A preferred at $10.00 per share, generating gross proceeds of approximately $9,000,000. The Company also granted the purchaser the option to purchase up to an additional 350,000 shares of Series A prior to February 28, 2015. The Series A are classified as permanent equity in accordance with ASC Topic 480, Distinguishing Liabilities from Equity. The Company issued an additional 50,000 shares of Series A preferred at $10.00 per share on December 23, 2014, an additional 30,000 shares of Series A preferred at $10.00 per share on February 10, 2015 and an additional 270,000 shares on February 26, 2015, resulting in the issuance of a total of $1.25 million shares of Series A Preferred stock generating aggregate gross proceeds of $12.5 million. Further, on December 17, 2014, the Company licensed CMX157 from Chimerix in exchange for an upfront payment of 120,000 shares of our Series B Preferred stock valued at $1.2 million. During the period from August 5, 2016 to September 29, 2016, certain holders of the Company's Series A Convertible Preferred Stock elected to convert approximately 1.1 million shares of Series A Convertible Preferred stock into approximately 22.2 million shares of the Company's common stock. In addition, in September 2016, the holder of the Company's Series B Convertible Preferred stock elected to convert the outstanding 120,000 shares of Series B Convertible Preferred stock into approximately 1.1 million shares of the Company's common stock On October 7, 2015, the Company entered into an underwriting agreement related to the public offering and sale of 5,000,000 shares of common stock and warrants to purchase up to 3,000,000 shares of common stock, at a fixed combined price to the public of $3.00 under the Company's current shelf registration statement on Form S-3. The shares of common stock and warrants were issued separately on October 13, 2015. The warrants are immediately exercisable and will be exercisable for a period of five years from the date of issuance at an exercise price of $4.25 per share. There is not, nor is there expected to be, any trading market for the warrants issued in the offering contemplated by the Underwriting Agreement. The Company also granted the Underwriters a 45-day option to purchase up to an additional 750,000 additional shares of common stock and additional warrants to purchase up to 450,000 shares of common stock at $3.00, which was not exercised. The gross proceeds to the Company were $15 million, before deducting the underwriting discount and other offering expenses payable by the Company of approximately $1.5 million. If the warrants were exercised in full, ContraVir would receive additional proceeds of approximately $12.8 million. If the Company consummates any merger, consolidation, sale or other reorganization event in which its common stock is converted into or exchanged for securities, cash or other property ("Fundamental transaction"), then the Company shall pay at the holder's option, exercisable at any time commencing on the occurrence or the consummation of the fundamental transaction and continuing for 90 days, an amount of cash equal to the value of the remaining unexercised portion of the warrant as determined in accordance with the Black-Scholes option pricing model on the date of such fundamental transaction. As a result of these terms, in accordance with the guidance contained in ASC Topic 815-40, the Company has determined that the warrants issued in connection with this financing transaction must be recorded as derivative liabilities upon issuance and marked to market on a quarterly basis in the Company's statement of operations and comprehensive loss. Upon the issuance of these warrants, the fair value of approximately $4.4 million was recorded as derivative financial instruments liability—warrants. The fair value of these liability classified warrants were estimated using the Black-Scholes option pricing model. The Company develops its own assumptions for use in the Black-Scholes option pricing model that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's common stock, stock price volatility of comparable companies, the contractual term of the warrants, risk free interest rates and dividend yields. The Company has a limited trading history in its common stock, therefore, expected volatility is based on that of comparable public development stage biotechnology companies. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used to measure the warrants at issuance and to remeasure the liability as of September 30, 2016: June 30, September 30, Price of ContraVir common stock $ $ Expected warrant term (years) 5.00 years 4.03 years Risk-free interest rate Expected volatility Dividend yield — — On April 4, 2016, the Company closed on a public offering of 4,929,578 shares of its common stock and warrants to purchase up to 2,464,789 shares of common stock, at a fixed combined price to the public of $1.42 under the Company's current shelf registration statement on Form S-3. The warrants are immediately exercisable and will be exercisable for a period of five years from the date of issuance at an exercise price of $1.70 per share. There is not, nor is there expected to be, any trading market for the warrants issued in the offering contemplated by the Underwriting Agreement. The gross proceeds to the Company were $7.0 million, before deducting the underwriting discount and other offering expenses payable by the Company of approximately $0.7 million. If the warrants were exercised in full, ContraVir would receive additional proceeds of approximately $4.2 million. Similar to the terms of the warrants issued in October 2015, if the Company consummates any merger, consolidation, sale or other reorganization event in which its common stock is converted into or exchanged for securities, cash or other property ("Fundamental transaction"), then the Company shall pay at the holder's option, exercisable at any time commencing on the occurrence or the consummation of the fundamental transaction and continuing for 90 days, an amount of cash equal to the value of the remaining unexercised portion of the warrant as determined in accordance with the Black-Scholes option pricing model on the date of such fundamental transaction. As a result of these terms, in accordance with the guidance contained in ASC Topic 815-40, the Company has determined that the warrants issued in connection with this financing transaction must be recorded as derivative liabilities upon issuance and marked to market on a quarterly basis in the Company's statement of operations and comprehensive loss. Upon the issuance of these warrants, the fair value of approximately $1.5 million was recorded as derivative financial instruments liability—warrants. The fair value of these liability classified warrants were estimated using the Black-Scholes option pricing model. The Company develops its own assumptions for use in the Black-Scholes option pricing model that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's common stock, stock price volatility of comparable companies, the contractual term of the warrants, risk free interest rates and dividend yields. The Company has a limited trading history in its common stock, therefore, expected volatility is based on that of comparable public development stage biotechnology companies. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used to measure the warrants at issuance and to remeasure the liability as of September 30, 2016: June 30, September 30, Price of ContraVir common stock $ $ Expected warrant term (years) 5.00 years 4.51 years Risk-free interest rate Expected volatility Dividend yield — — The following table sets forth the components of changes in the Company's derivative financial instruments liability balance for the three months ended September 30, 2016: Date Description Number of Derivative July 1, 2016 Balance of derivative financial instruments liability $ Change in fair value of warrants for the three months ended September 30, 2016 — ) September 30, 2016 Balance of derivative financial instruments liability $ Controlled Equity Offering Sales Agreement On March 9, 2015, the Company entered into a Controlled Equity Offering Sales Agreement (the "Agreement"), with Cantor Fitzgerald & Co., as sales agent ("Cantor"), pursuant to which the Company may offer and sell, from time to time, through Cantor shares of the Company's common stock, par value $0.0001 per share (the "Shares"), up to an aggregate offering price of $50.0 million. The Company intends to use the net proceeds from these sales to fund research and development activities, including the Phase 3 clinical trial of FV-100, and for working capital and other general corporate purposes, and possible acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated. Under the Agreement, Cantor may sell the Shares by methods deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on The NASDAQ Capital Market, on any other existing trading market for the Shares or to or through a market maker. In addition, under the Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell the Shares from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the Shares under the Agreement. The offering of Shares pursuant to the Agreement will terminate upon the earlier of (1) the sale of all of the Shares subject to the Agreement or (2) the termination of the Agreement by Cantor or the Company. ContraVir will pay Cantor a commission of up to 3.0% of the gross sales price per share sold and has agreed to provide Cantor with customary indemnification and contribution rights. As of September 30, 2016, the Company has not made any sales under the Agreement. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements The following table presents the Company's liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2016 and June 30, 2016. Fair value Quoted Prices in Significant Significant As of September 30, 2016 Derivative liabilities related to warrants $ ) $ — $ — $ ) Contingent consideration $ ) $ — $ — $ ) As of June 30, 2016 Derivative liabilities related to warrants $ ) $ — $ — $ ) Contingent consideration $ ) $ — $ — $ ) The unrealized gains or losses on the derivative liabilities are recorded as a change in fair value of derivative liabilities-warrants in the Company's statement of operations. See Note 5 for a rollfoward of the derivative liability for the three months ended September 30, 2016. The financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. As discussed in Note 4, contingent consideration was recorded for the acquisition of Ciclofilin on June 10, 2016. The contingent consideration represented the acquisition date fair value of potential future payments, to be paid in cash and Company stock, upon the achievement of certain milestones and was estimated based on a probability-weighted discounted cash flow model. The following table presents the change in fair value of the contingent consideration as of September 30, 2016. Acquisition- Liabilities Balance at June 30, 2016 $ Change in fair value recorded in earnings Balance at September 30, 2016 $ |
Indefinite-lived Intangible Ass
Indefinite-lived Intangible Assets and Goodwill | 3 Months Ended |
Sep. 30, 2016 | |
Indefinite-lived Intangible Assets and Goodwill | |
Indefinite-lived Intangible Assets and Goodwill | 7. Indefinite-lived Intangible Assets and Goodwill IPR&D The Company's IPR&D asset consisted of the following at: September 30, 2016 June 30, 2016 IPR&D asset: CRV431 $ $ No impairment losses were recorded on IPR&D during the three months ended September 30, 2016. Goodwill The table below provides a roll-forward of the Company's goodwill balance: Amount Goodwill balance at July 1, 2016 $ Changes during the three months ended September 30, 2016 — Goodwill balance at September 30, 2016 $ No impairment losses were recorded on goodwill during the three months ended September 30, 2016. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | 8. Accrued Liabilities The Company's accrued expenses consist of the following: September 30, June 30, Research and development $ $ Professional fees Payroll and related costs Legal fees Other Total accrued expenses $ $ |
Accounting for Share-Based Paym
Accounting for Share-Based Payments | 3 Months Ended |
Sep. 30, 2016 | |
Accounting for Share-Based Payments | |
Accounting for Share-Based Payments | 9. Accounting for Share-Based Payments On June 3, 2013, ContraVir adopted the 2013 Equity Incentive Plan (the "Plan"). Stock options granted under the Plan typically will vest after three years of continuous service from the grant date and will have a contractual term of ten years. ContraVir has reserved 6,500,000 shares of common stock issuable pursuant to the Plan. As of September 30, 2016, the Company had 753,544 shares of common stock available for grant under the Plan. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient's payroll costs are classified or in which the award recipients' service payments are classified. For the three months ended September 30, 2016 and 2015, ContraVir recorded the following stock based compensation expense: Three months Three months General and administrative $ $ Research and development ) Total stock-based compensation expense $ $ A summary of stock option activity and of changes in stock options outstanding under the Plan for the three months ended September 30, 2016 is presented below: Number of Exercise Price Weighted Intrinsic Weighted Balance outstanding, July 1, 2016 $0.11–$4.38 $ $ 8.1 years Granted $1.04–$1.12 $ Exercised $.0.11–$0.37 $ Balance outstanding, September 30, 2016 $0.11–$4.38 $ $ 8.0 years Vested awards and those expected to vest at September 30, 2016 $0.11–$4.38 $ Vested and exercisable at September 30, 2016 $0.11–$4.38 $ $ 8.0 years The weighted-average grant-date fair value per share of options granted to employees during the three months ended September 30, 2016 and 2015 was $0.72 and $3.40. The total fair value of shares vested during the three months ended September 30, 2016 was $103,597. No shares vested during the three months ended September 30, 2015. Included within the above table are 1.4 million non-employee options outstanding as of September 30, 2016, of which 0.7 million are unvested as of September 30, 2016 and therefore subject to remeasurement. The aggregate intrinsic value of stock options in the tables above is calculated as the difference between the exercise price of the stock options and the fair value of the Company's common stock for those stock options that had exercise prices lower than the fair value of the Company's common stock. As of September 30, 2016, the unrecognized compensation cost related to non-vested stock options outstanding, net of expected forfeitures, was approximately $2.6 million to be recognized over a weighted-average remaining vesting period of approximately 1.45 years. The following weighted-average assumptions were used in the Black-Scholes valuation model to estimate fair value of stock option awards to employees during the three months ended September 30, 2016. Three months Stock price $ Risk-free interest rate Dividend yield — Expected volatility Expected term (in years) 5.7 years Risk-free interest rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of the Company's stock options. Dividend yield —ContraVir has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Because ContraVir has a limited trading history in its common stock, the Company based expected volatility on that of comparable public development stage biotechnology companies. Expected term —The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in SAB No. 107. Options are considered to be "plain vanilla" if they have the following basic characteristics: (i) granted "at-the-money"; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable. In December 2007, the SEC issued SAB No. 110, Share-Based Payment , ("SAB No. 110"). SAB No. 110 was effective January 1, 2008 and expresses the views of the Staff of the SEC with respect to extending the use of the simplified method, as discussed in SAB No. 107, in developing an estimate of the expected term of "plain vanilla" share options in accordance with ASC 718. The Company will use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB No. 107, as amended by SAB No. 110. For the expected term, the Company has "plain-vanilla" stock options, and therefore used a simple average of the vesting period and the contractual term for options granted as permitted by SAB No. 107. Forfeitures —ASC 718 requires forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses its actual forfeiture rate of 3%. |
Loss per Share
Loss per Share | 3 Months Ended |
Sep. 30, 2016 | |
Loss per Share | |
Loss per Share | 10. Loss per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share , ("ASC Topic 260") for all periods presented. In accordance with ASC Topic 260, basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three months ended September 30, September 30, Net loss $ ) $ ) Weighted average common shares outstanding Net loss per share of common stock—basic and diluted $ ) $ ) The following outstanding securities at September 30, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: Three months Three months Common shares issuable upon conversion of Series A preferred stock Common shares issuable upon conversion of Series B preferred stock — Stock options Warrants — Total The liability classified warrants disclosed above been excluded from the computation of diluted earnings per share because their exercise price exceeds the average market price of the Company's common stock during the three months ended September 30, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies License Agreement with Chimerix, Inc. On December 17, 2014, the Company entered into an exclusive license agreement with Chimerix pursuant to which the Company has licensed CMX157 from Chimerix for further clinical development and commercialization. CMX157 is a highly potent analog of the antiviral drug tenofovir DF (Viread®). Under the terms of the agreement, ContraVir licensed CMX157 from Chimerix in exchange for an upfront payment consisting of 120,000 shares of ContraVir Series B Convertible Preferred Stock. In addition, Chimerix is eligible to receive up to approximately $20.0 million in clinical, regulatory and initial commercial milestone payments in the United States and Europe, as well as royalties and additional milestone payments based on commercial sales in those territories. Either party may terminate the License Agreement upon the occurrence of a material breach by the other party (subject to standard cure periods), or upon certain events involving the bankruptcy or insolvency of the other party. The Company may also terminate the License Agreement without cause on a country by country basis upon sixty days' prior written notice to Chimerix. The fair value of the Preferred B shares exchanged for the license was determined to be equal to the amount paid per share of the Series A, as the provision of the Preferred B shares were the same as the Preferred A Shares, based on an arm's length transaction. Therefore, the fair value of the Preferred B shares issued was $10.00 per share or $1.2 million. The cost of the license was classified as a research and development expense in the amount of $1.2 million as the compound is early stage, has not yet reached technological feasibility and has no alternative use. As of the date of this report, no amounts had been accrued related to the milestone payments Chimerix is eligible to receive. License Agreement with University College Cardiff Consultants Limited ("Cardiff") On June 10, 2013, the Company and Synergy entered into a Contribution Agreement, as amended and restated on August 5, 2013, or the Contribution Agreement, to transfer to the Company the FV-100 assets, in exchange for the issuance to Synergy of 9,000,000 shares of the Company's common stock representing 100% of the outstanding shares of the Company's common stock as of immediately following such issuance. Pursuant to the Contribution Agreement, Synergy transferred ownership of all intellectual property rights acquired from Bristol-Myers Squibb ("BMS") including all historical research, clinical study protocols, data, results and patents related to the FV-100 assets as well as assumed the obligations of Synergy, including all liabilities of Synergy, under the asset purchase agreement, dated August 17, 2012, by and between Synergy and BMS, or the BMS Agreement. The FV-100 assets acquired from BMS are licensed from Cardiff pursuant to the terms of that certain Patent and Technology License Agreement, dated as of February 2, 2005, between Cardiff and CRI, an entity with no prior relationship with us, as amended March 27, 2007, or the Cardiff Agreement. The Cardiff Agreement shall remain in full force and effect until the date upon which the last of the last patent or the last continuation or extension to any patents within the Patent Rights (as defined in the Cardiff Agreement) expires. Any milestone and/or royalty payment under the Cardiff Agreement shall be payable for as long as the Cardiff Agreement is in effect. The Cardiff Agreement may be terminated in its entirety, for among other reasons and in the following manner as set forth below: (a) automatically by Cardiff, if we become bankrupt or insolvent and/or if our business shall be placed in the hands of a receiver, assignee, or trustee; (b) upon ninety (90) calendar days written notice from Cardiff, if we breach or default (i) on the payment or report obligations or use of name obligations or (ii) on any other obligation under the Cardiff Agreement, subject to a ninety (90) calendar-day cure period; (c) if we have defaulted or been in excess of one (1) month late on its payment obligations pursuant to the terms of the Cardiff Agreement on any two (2) occasions in a twelve (12) month period, subject to a cure period; (d) upon one hundred twenty (120) calendar days written notice from us if any particular patent or patents included in Patent Rights and which account for at least thirty (30%) percent of the total royalty to Cardiff, is or are irrevocably adjudicated to be invalid; or (e) upon ninety (90) calendar days written notice from us if Cardiff is in breach of Section 11.1 (Confidential Information and Publication) unless, before the end of the such ninety (90) calendar-day notice period, Cardiff has cured the default or breach to our reasonable satisfaction and so notifies us, stating the manner of the cure. The terms of the Cardiff Agreement provided in consideration for a license of all of Cardiff's rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques related to the FV-100 Assets, or the Patent Rights. The Cardiff Agreement provided for an initial base payment of $270,000, which has previously been paid by CRI, subsequent milestone payments covering (i) initiation of a clinical trial at each phase, (ii) marketing (FDA) approval and (iii) on achieving the milestone of aggregate net sales in three different tiers, as well as a low single digit royalty based on net sales. The total aggregate amount of milestone payments that could be payable to Cardiff by the Company under the Cardiff Agreement is equal to $400,000 as follows: Milestone payments upon occurrence of the following events: • Upon initiation of a Phase 3 clinical trial for a licensed product, $150,000 • Upon approval of the first NDA for any licensed product, $250,000 The terms of the BMS Agreement provided for an initial base payment of $1.0 million, subsequent milestone payments of $3.0 million and $6.0 million, respectively, covering (i) marketing (FDA) approval and (ii) on achieving the milestone of aggregate net sales equal to or greater than $125.0 million, as well as a single digit royalty based on net sales. The total aggregate amount of milestone payments that could be payable to BMS under the BMS Agreement is equal to $9 million. The duration of any milestone payment obligation owed to BMS shall continue until the earliest of (i) payment, in full, of all milestone payments as required under the BMS Agreement, (ii) our determination using commercially reasonable standards consistent with the exercise of prudent scientific and business judgment and consistent with those standards used by us for its other therapeutic products at a similar stage of development and with similar commercial potential, to terminate the development of the FV-100 assets, and (iii) the tenth (10th) anniversary of the date of the BMS Agreement, The duration of any royalty payment obligation to BMS shall commence on the date of the first commercial sale of the FV-100 assets in a country until the expiration of any claim of an issued and unexpired patent which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction of any of our patents or any other patent covering the use or sale of the FV-100 assets in such country. The transactions contemplated by the BMS Agreement closed on August 17, 2012 and neither party can terminate the remaining obligations owed under the BMS Agreement. No milestone payments have been made under this agreement and as of the date of this report, no amounts had been accrued related to the remaining milestone payments BMS is eligible to receive. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | 12. Related Party Transactions One of the Company's Directors, Timothy Block, is President of the Baruch S. Blumberg Institute ("Blumberg Institute"). On May 29, 2015, the Company entered into a Sponsored Research Agreement ("Agreement") with Blumberg Institute, pursuant to which the Company is sponsoring research by investigators affiliated with the Blumberg Institute with respect to CMX157. The Company incurred expenses related to the agreement of approximately $25,000 and $102,500 for the three months ended September 30, 2016 and 2015, respectively. The Company is a party to a Master Services Agreement dated June 19, 2014 with Clinical Supplies Management, Inc. ("CSM"), pursuant to which CSM provides the Company with pharmaceutical and clinical supply management services in support of clinical research programs. James Sapirstein, CEO of ContraVir, was a director of CSM, which is a private company, until October 15, 2016. For the three months ended September 30, 2016 and 2015, the Company incurred expenses related to services performed by CSM of approximately $55,000 and $81,000, respectively. As of September 30, 2016 there was an outstanding payables balance of approximately $40,000. The Company is a party to a Consulting agreement dated June 1, 2016 with Gabriele Cerrone. Mr. Cerrone is a principal stockholder of the Company and provides general corporate consulting services. For the three months ended September 30, 2016 and 2015, the Company incurred expenses related to services performed by Mr. Cerrone of $30,000 and $0, respectively. |
Subsequent event
Subsequent event | 3 Months Ended |
Sep. 30, 2016 | |
Subsequent Event | |
Subsequent event | 13. Subsequent Event During October and November 2016, the Company sold approximately 3.7 million shares of the Company's common stock resulting in net proceeds of approximately $8.5 million, under the Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., as sales agent (see note 5). In November 2016, the Company transferred state net operating loss tax credits and received approximately $1.9 million in connection with the sale of the state net operating losses to a third party. The company received approval for the sale of net operating losses through participation in the 2016 New Jersey Technology Business Tax Certificate Transfer (NOL) Program. |
Basis of Presentation and Goi20
Basis of Presentation and Going Concern (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation and Going Concern | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of ContraVir and its subsidiaries ContraVir Research Inc. and Ciclofilin Pharmaceuticals Corp, which conducts its operations in Canada. All intercompany balances and transactions have been eliminated in consolidation. |
Going Concern | Going Concern As of September 30, 2016, the Company had $3.0 million in cash. Net cash used in operating activities was $4.4 million for the three months ended September 30, 2016. Net loss for the three months ended September 30, 2016 was $4.8 million. As of September 30, 2016, the Company had negative working capital of $1.5 million. These unaudited financial statements have been prepared under the assumption that the Company will continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available to attain further operating efficiencies and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will be required to raise additional capital within the next year to continue the development and commercialization of its current product candidate and to continue to fund operations at its current cash expenditure levels. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. Any debt financing, if available, may involve restrictive covenants that impact the Company's ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, it may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of its product candidate; (ii) seek collaborators for product its candidate at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize ourselves on unfavorable terms. |
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 expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. |
Cash | Cash As of September 30, 2016 and June 30, 2016, the amount of cash was approximately $3.0 million and $7.4 million, respectively, consisting of checking accounts held at U.S. commercial banks. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced losses related to these balances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2—Valuations based on 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 and models for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments consist of cash and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature. |
Derivative financial instruments | Derivative financial instruments The Company has issued common stock warrants in connection with the execution of certain equity financings. The fair value of the warrants, which were deemed to be derivative instruments based on certain contingent put features, was recorded as a derivative liability under the provisions of ASC Topic 815 Derivatives and Hedging ("ASC 815") upon issuance. Subsequently, the liability is adjusted to fair value as of the end of each reporting period and the changes in fair value of derivative liabilities are recorded in the statements of operations under the caption "Change in fair value of derivative financial instruments—warrants." See Note 4 for additional information. |
Research and Development | Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development, ("ASC 730"). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. ContraVir does not currently have any commercial biopharmaceutical products, and does not expect to have such for several years if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that ContraVir has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At September 30, 2016 and June 30, 2016, the Company had prepaid research and development costs of $411,895 and $354,542. |
Share-based payments | Share-based payments ASC Topic 718 "Compensation—Stock Compensation" ("ASC 718") requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Generally, the Company issues stock options with only service based vesting conditions and records the expense for these awards using the straight-line method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. ContraVir has a limited trading history in its common stock and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for stock options issued to non-employees in accordance with ASC Topic 505-50 "Equity-Based Payment to Non-Employees" and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company's common stock and updated assumption inputs in the Black-Scholes option-pricing model. ASC 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as cash inflows from financing activities and cash outflows from operating activities. Due to ContraVir's accumulated deficit position, no excess tax benefits have been recognized. |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Business Combination | |
Schedule of acquisition-date fair value of consideration transferred | At Cash $ Notes receivable settled upon closing of transaction Contingent consideration Total consideration $ |
Summary of estimated preliminary fair values of assets acquired and liabilities assumed | At Cash $ Tax receivable Prepaid rent Property, plant and equipment, net Other assets In-process research and development Current portion of capital lease ) Deferred tax liability ) Total net assets acquired Goodwill Total consideration $ |
Stockholder's Equity and Deri22
Stockholder's Equity and Derivative Liability (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Schedule of changes in derivative financial instruments liability balance | Date Description Number of Derivative July 1, 2016 Balance of derivative financial instruments liability $ Change in fair value of warrants for the three months ended September 30, 2016 — ) September 30, 2016 Balance of derivative financial instruments liability $ |
October 13 2015 | |
Schedule of fair value of liabilities recognized at fair value on recurring basis | June 30, September 30, Price of ContraVir common stock $ $ Expected warrant term (years) 5.00 years 4.03 years Risk-free interest rate Expected volatility Dividend yield — — |
April 4 2016 | |
Schedule of fair value of liabilities recognized at fair value on recurring basis | June 30, September 30, Price of ContraVir common stock $ $ Expected warrant term (years) 5.00 years 4.51 years Risk-free interest rate Expected volatility Dividend yield — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements | |
Schedule of table represents the liabilities measured and recognized at fair value on a recurring basis | Fair value Quoted Prices in Significant Significant As of September 30, 2016 Derivative liabilities related to warrants $ ) $ — $ — $ ) Contingent consideration $ ) $ — $ — $ ) As of June 30, 2016 Derivative liabilities related to warrants $ ) $ — $ — $ ) Contingent consideration $ ) $ — $ — $ ) |
Schedule of changes in fair value of contingent consideration | Acquisition- Liabilities Balance at June 30, 2016 $ Change in fair value recorded in earnings Balance at September 30, 2016 $ |
Indefinite-lived Intangible A24
Indefinite-lived Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Indefinite-lived Intangible Assets and Goodwill | |
Schedule of IPR&D asset | September 30, 2016 June 30, 2016 IPR&D asset: CRV431 $ $ |
Schedule of roll-forward of goodwill balance | Amount Goodwill balance at July 1, 2016 $ Changes during the three months ended September 30, 2016 — Goodwill balance at September 30, 2016 $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities | |
Schedule of accrued liabilities | September 30, June 30, Research and development $ $ Professional fees Payroll and related costs Legal fees Other Total accrued expenses $ $ |
Accounting for Share-Based Pa26
Accounting for Share-Based Payments (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting for Share-Based Payments | |
Schedule of stock based compensation expense | Three months Three months General and administrative $ $ Research and development ) Total stock-based compensation expense $ $ |
Summary of stock option activity and of changes in stock options outstanding under the Plan | Number of Exercise Price Weighted Intrinsic Weighted Balance outstanding, July 1, 2016 $0.11–$4.38 $ $ 8.1 years Granted $1.04–$1.12 $ Exercised $.0.11–$0.37 $ Balance outstanding, September 30, 2016 $0.11–$4.38 $ $ 8.0 years Vested awards and those expected to vest at September 30, 2016 $0.11–$4.38 $ Vested and exercisable at September 30, 2016 $0.11–$4.38 $ $ 8.0 years |
Schedule of weighted-average assumptions used to estimate fair value of stock option awards to employees | Three months Stock price $ Risk-free interest rate Dividend yield — Expected volatility Expected term (in years) 5.7 years |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Loss per Share | |
Schedule of computation of basic and diluted net loss per share | Three months ended September 30, September 30, Net loss $ ) $ ) Weighted average common shares outstanding Net loss per share of common stock—basic and diluted $ ) $ ) |
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding | Three months Three months Common shares issuable upon conversion of Series A preferred stock Common shares issuable upon conversion of Series B preferred stock — Stock options Warrants — Total |
Business Overview (Details)
Business Overview (Details) | Jun. 10, 2016subsidiary |
Ciclofilin | |
Business Overview | |
Number of wholly-owned subsidiary | 1 |
Basis of Presentation and Goi29
Basis of Presentation and Going Concern (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Going Concern | ||||
Cash | $ 3,028,160 | $ 1,791,112 | $ 7,403,940 | $ 4,563,165 |
Net cash used in operating activities | (4,377,960) | (2,798,815) | ||
Net loss | (4,816,897) | $ (4,844,442) | ||
Negative working capital | (1,500,000) | |||
Prepaid research and development costs | $ 411,895 | $ 354,542 |
Business Combination - Acquisit
Business Combination - Acquisition of Ciclofilin Pharmaceuticals, Inc. (Details) - USD ($) | Jun. 10, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Apr. 12, 2016 |
Acquisition-date fair value of consideration transferred | ||||
Contingent consideration | $ 3,325,000 | $ 3,320,000 | ||
Ciclofilin | ||||
Business Combination | ||||
Voting interest acquired (as a percent) | 100.00% | |||
Acquisition-date fair value of consideration transferred | ||||
Cash | $ 300,000 | |||
Notes receivable settled upon closing of transaction | 200,000 | |||
Contingent consideration | 3,320,000 | |||
Total consideration | $ 3,820,000 | |||
Ciclofilin | Convertible notes payable | ||||
Acquisition-date fair value of consideration transferred | ||||
Amount of debt | $ 200,000 | |||
Interest rate (as a percent) | 1.00% |
Business Combination - Continge
Business Combination - Contingent Consideration (Details) - Ciclofilin | Jun. 10, 2016USD ($) |
Upon receipt of Phase I Positive Data from Phase I trial of CRV431 in humans | |
Contingent Consideration | |
Percentage of issued and outstanding common stock on closing date | 2.50% |
Milestone payment of contingent consideration | $ 1,000,000 |
Upon receipt of Phase II Positive Data from proof of concept clinical trial of CRV431 in humans | |
Contingent Consideration | |
Percentage of issued and outstanding common stock on closing date | 7.50% |
Milestone payment of contingent consideration | $ 3,000,000 |
Upon initiation of Phase III trial of CRV431 | |
Contingent Consideration | |
Milestone payment of contingent consideration | $ 5,000,000 |
Business Combination - Fair Val
Business Combination - Fair Values of Assets Acquired and Liabilities Assumed (Details) | Sep. 30, 2016USD ($)item | Jun. 30, 2016USD ($) | Jun. 10, 2016USD ($) |
Estimated preliminary fair values of assets acquired and liabilities assumed | |||
Goodwill | $ 1,870,924 | $ 1,870,924 | |
Ciclofilin | |||
Estimated preliminary fair values of assets acquired and liabilities assumed | |||
Cash | $ 4,397 | ||
Tax receivable | 5,504 | ||
Prepaid rent | 1,769 | ||
Property, plant and equipment, net | 14,329 | ||
Other assets | 13,107 | ||
In-process research and development | 3,190,000 | ||
Current portion of capital lease | (10,410) | ||
Deferred tax liability | (1,269,620) | ||
Total net assets acquired | 1,949,076 | ||
Goodwill | 1,870,924 | ||
Total consideration | $ 3,820,000 | ||
Number of measurement period adjustments | item | 0 |
Stockholder's Equity and Deri33
Stockholder's Equity and Derivative Liability - Series A and Series B Preferred Stock issuances and Beneficial Conversion Feature (Details) - USD ($) | Feb. 26, 2015 | Feb. 10, 2015 | Dec. 23, 2014 | Dec. 17, 2014 | Oct. 14, 2014 | Sep. 30, 2016 | Sep. 29, 2016 | Feb. 26, 2015 | Jun. 30, 2016 |
Series A convertible preferred stock | |||||||||
Series A and Series B Convertible Preferred Stock | |||||||||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Shares converted, Preferred Stock | 1,100,000 | ||||||||
Series A convertible preferred stock | Purchaser | |||||||||
Series A and Series B Convertible Preferred Stock | |||||||||
Gross proceeds from sale of stock | $ 9,000,000 | ||||||||
Additional number of shares available for purchase by the underwriters | 350,000 | ||||||||
Series B convertible preferred stock | |||||||||
Series A and Series B Convertible Preferred Stock | |||||||||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||||
Shares converted, Preferred Stock | 120,000 | ||||||||
Preferred Stock | Series A convertible preferred stock | Purchaser | |||||||||
Series A and Series B Convertible Preferred Stock | |||||||||
Shares issued (in shares) | 270,000 | 30,000 | 50,000 | 900,000 | 1,250,000 | ||||
Gross proceeds from sale of stock | $ 12,500,000 | ||||||||
Preferred Stock | Series B convertible preferred stock | Chimerix, Inc. | License Agreement | |||||||||
Series A and Series B Convertible Preferred Stock | |||||||||
Shares issued in connection with license (in shares) | 120,000 | ||||||||
Fair value of preferred stock issued | $ 1,200,000 | ||||||||
Common Stock | |||||||||
Series A and Series B Convertible Preferred Stock | |||||||||
Shares converted, Common Stock | 1,100,000 | 22,200,000 |
Stockholder's Equity and Deri34
Stockholder's Equity and Derivative Liability - Derivative Financial Instrument Liability Underwriting Agreement (Details) | Apr. 04, 2016USD ($)$ / shares$ / itemshares | Oct. 07, 2015USD ($)$ / shares$ / itemshares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Oct. 31, 2015USD ($) | Oct. 13, 2015USD ($) |
Common Stock and Warrant Offering | ||||||
Derivative financial instruments liability - warrants | $ 2,055,803 | $ 2,115,965 | ||||
Warrants | ||||||
Common Stock and Warrant Offering | ||||||
Derivative financial instruments liability - warrants | $ 4,400,000 | |||||
Underwriting agreement | ||||||
Common Stock and Warrant Offering | ||||||
Purchase price (in dollars per unit) | $ / item | 3 | |||||
Gross proceeds from sale of stock and warrants (in dollars) | $ 7,000,000 | $ 15,000,000 | ||||
Underwriting discount and other offering expenses payable | 700,000 | 1,500,000 | ||||
Expected proceeds if warrants exercised in full | $ 4,200,000 | $ 12,800,000 | ||||
Derivative financial instruments liability - warrants | $ 1,500,000 | |||||
Underwriting agreement, overallotment option | ||||||
Common Stock and Warrant Offering | ||||||
Purchase price (in dollars per unit) | $ / item | 3 | |||||
Underwriter option period | 45 days | |||||
Common stock warrants | Underwriting agreement | ||||||
Common Stock and Warrant Offering | ||||||
Maximum number of shares to be purchased from warrants offered for sale | shares | 2,464,789 | 3,000,000 | ||||
Purchase price (in dollars per unit) | $ / item | 1.42 | |||||
Exercise period for warrants | 5 years | 5 years | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.70 | $ 4.25 | ||||
Common stock warrants | Underwriting agreement, overallotment option | ||||||
Common Stock and Warrant Offering | ||||||
Maximum number of shares to be purchased from warrants offered for sale | shares | 450,000 | |||||
October 13 2015 | ||||||
Common Stock and Warrant Offering | ||||||
Price of ContraVir common stock | $ / shares | $ 1.07 | $ 2.76 | ||||
Expected warrant term (years) | 4 years 11 days | 5 years | ||||
Risk-free interest rate (as a percent) | 1.01% | 1.36% | ||||
Expected volatility (as a percent) | 74.00% | 76.00% | ||||
April 4 2016 | ||||||
Common Stock and Warrant Offering | ||||||
Price of ContraVir common stock | $ / shares | $ 1.07 | $ 1.16 | ||||
Expected warrant term (years) | 4 years 6 months 4 days | 5 years | ||||
Risk-free interest rate (as a percent) | 1.14% | 1.22% | ||||
Expected volatility (as a percent) | 74.00% | 76.00% | ||||
Common Stock | Underwriting agreement | ||||||
Common Stock and Warrant Offering | ||||||
Number of shares offered for sale | shares | 4,929,578 | 5,000,000 | ||||
Common Stock | Underwriting agreement, overallotment option | ||||||
Common Stock and Warrant Offering | ||||||
Number of shares offered for sale | shares | 750,000 |
Stockholder's Equity and Deri35
Stockholder's Equity and Derivative Liability - Derivative Financial Instruments Liability Securities Purchase Agreement (Details) - Warrants | 3 Months Ended |
Sep. 30, 2016USD ($)shares | |
Components of changes in derivative financial instruments liability | |
Balance at the beginning of the period (in shares) | shares | 5,464,789 |
Balance at the beginning of the period | $ (2,115,965) |
Change in fair value of warrants | $ (60,162) |
Balance at end of period (in shares) | shares | 5,464,789 |
Balance at end of period | $ 2,055,803 |
Stockholder's Equity and Deri36
Stockholder's Equity and Derivative Liability - Controlled Equity Offering Sales Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2015 | Sep. 30, 2016 | Jun. 30, 2016 |
Controlled Equity Offering Sales Agreement | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Controlled Equity Offering Sales Agreement | |||
Controlled Equity Offering Sales Agreement | |||
Maximum aggregate offering price | $ 50 | ||
Selling agent fee as a percentage of gross sales price per share sold | 3.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Fair value measurements | ||
Contingent consideration | $ (3,325,000) | $ (3,320,000) |
Significant Unobservable Inputs (Level3) | Acquisition related contingent consideration | ||
Changes in fair value of contingent consideration | ||
Balance at beginning of the period | 3,320,000 | |
Change in fair value recorded in earnings | 5,000 | |
Balance at end of the period | 3,325,000 | |
Recurring basis | ||
Fair value measurements | ||
Derivative liabilities related to Warrants | (2,055,803) | (2,115,965) |
Contingent consideration | (3,325,000) | (3,320,000) |
Recurring basis | Significant Unobservable Inputs (Level3) | ||
Fair value measurements | ||
Derivative liabilities related to Warrants | (2,055,803) | (2,115,965) |
Contingent consideration | $ (3,325,000) | $ (3,320,000) |
Indefinite-lived Intangible A38
Indefinite-lived Intangible Assets and Goodwill - IPR&D (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Indefinite-lived Intangible Assets | ||
In-process research and development | $ 3,190,000 | $ 3,190,000 |
IPR&D | ||
Indefinite-lived Intangible Assets | ||
Impairment losses on IPR&D | 0 | |
IPR&D | CRV431 | ||
Indefinite-lived Intangible Assets | ||
In-process research and development | $ 3,190,000 | $ 3,190,000 |
Indefinite-lived Intangible A39
Indefinite-lived Intangible Assets and Goodwill - Goodwill (Details) | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Roll-forward of goodwill balance | |
Beginning balance | $ 1,870,924 |
Ending balance | 1,870,924 |
Impairment losses on goodwill | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Accrued Liabilities | ||
Research and development | $ 368,296 | $ 177,197 |
Professional fees | 90,375 | 80,984 |
Payroll and related costs | 277,101 | 489,823 |
Legal fees | 3,469 | 8,441 |
Other | 25,808 | 64,449 |
Total accrued expenses | $ 765,049 | $ 820,894 |
Accounting for Share-Based Pa41
Accounting for Share-Based Payments - Equity Incentive Plan (Details) - USD ($) | Jun. 03, 2013 | Sep. 30, 2016 | Sep. 30, 2015 |
Stock based compensation expense | |||
Total stock-based compensation expense | $ 444,956 | $ 10,909 | |
Equity Incentive Plan | |||
Accounting for Shared-Based Payments | |||
Number of shares of common stock initially reserved for issuance, pursuant to the Plan | 6,500,000 | ||
Common stock available for grant under the plan | 753,544 | ||
General and administrative | |||
Stock based compensation expense | |||
Total stock-based compensation expense | $ 83,770 | 123,643 | |
Research and development | |||
Stock based compensation expense | |||
Total stock-based compensation expense | $ 361,186 | $ (112,734) | |
Stock options | Equity Incentive Plan | |||
Accounting for Shared-Based Payments | |||
Vesting period for stock options granted under the plan | 3 years | ||
Contractual term of stock options | 10 years |
Accounting for Share-Based Pa42
Accounting for Share-Based Payments - General (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Stock options | |||
Unrecognized compensation cost related to non-vested stock options outstanding | |||
Unrecognized compensation cost related to non-vested stock (in dollars) | $ 2,600,000 | ||
Weighted average remaining vesting period over which unrecognized compensation is expected to be recognized | 1 year 5 months 12 days | ||
Stock options | |||
Share-based payments | |||
Weighted average grant date fair value (in dollars per share) | $ 0.72 | $ 3.40 | |
Total fair value of shares vested during the period | $ 103,597 | ||
Vested in period (in shares) | 0 | ||
Stock options | Exercise Price Per Share $0.11 - $4.38 | |||
Number of Options | |||
Balance outstanding at the beginning of the period (in shares) | 5,204,478 | ||
Balance outstanding at the end of the period (in shares) | 5,738,456 | 5,204,478 | |
Vested awards and those expected to vest at the end of the period (in shares) | 5,635,922 | ||
Vested and exercisable at the end of the period (in shares) | 2,320,973 | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 0.11 | $ 0.11 | |
Exercise price, high end of the range (in dollars per share) | 4.38 | 4.38 | |
Weighted Average Exercise Price Per Share | |||
Balance outstanding at the beginning of the period (in dollars per share) | 1.59 | ||
Balance outstanding at the end of the period (in dollars per share) | 1.54 | $ 1.59 | |
Vested awards and those expected to vest at the end of the period (in dollars per share) | 1.54 | ||
Vested and exercisable at the end of the period (in dollars per share) | $ 1.50 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Balance outstanding at the end of the period | 8 years | 8 years 1 month 6 days | |
Vested and exercisable at the end of the period (in years) | 8 years | ||
Stock options | Exercise Price Per Share $1.04 - $1.12 | |||
Number of Options | |||
Granted (in shares) | 541,978 | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 1.04 | ||
Exercise price, high end of the range (in dollars per share) | 1.12 | ||
Weighted Average Exercise Price Per Share | |||
Granted (in dollars per share) | $ 1.08 | ||
Stock options | Exercise Price Per Share $0.11 - $0.37 | |||
Number of Options | |||
Exercised (in shares) | (8,000) | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 0.11 | ||
Exercise price, high end of the range (in dollars per share) | 0.37 | ||
Weighted Average Exercise Price Per Share | |||
Exercised (in dollars per share) | $ 0.27 | ||
Non-employee stock options | |||
Number of Options | |||
Balance outstanding at the end of the period (in shares) | 1,400,000 | ||
Number of options unvested | 700,000 |
Accounting for Share-Based Pa43
Accounting for Share-Based Payments - Assumptions (Details) | 3 Months Ended |
Sep. 30, 2016$ / shares | |
Weighted-average assumptions to determine fair value of stock option awards | |
Actual future unvested option forfeitures (as a percent) | 3.00% |
Stock options | |
Weighted-average assumptions to determine fair value of stock option awards | |
Stock price (in dollars per share) | $ 1.07 |
Risk-free interest rate (as a percent) | 1.25% |
Expected volatility (as a percent) | 80.50% |
Expected term (in years) | 5 years 8 months 12 days |
Loss per Share (Details)
Loss per Share (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Loss per Share | ||
Net loss | $ (4,816,897) | $ (4,844,442) |
Weighted average common shares outstanding (in shares) | 37,919,087 | 22,289,647 |
Net loss per share of common stock-basic and diluted (in dollars per share) | $ (0.13) | $ (0.22) |
Securities excluded from the computation of diluted weighted shares outstanding | ||
Anti-dilutive securities (in shares) | 15,017,641 | 31,222,508 |
Series A convertible preferred stock | ||
Securities excluded from the computation of diluted weighted shares outstanding | ||
Anti-dilutive securities (in shares) | 3,814,396 | 26,041,667 |
Series B convertible preferred stock | ||
Securities excluded from the computation of diluted weighted shares outstanding | ||
Anti-dilutive securities (in shares) | 1,071,429 | |
Stock options | ||
Securities excluded from the computation of diluted weighted shares outstanding | ||
Anti-dilutive securities (in shares) | 5,738,456 | 4,109,412 |
Warrants | ||
Securities excluded from the computation of diluted weighted shares outstanding | ||
Anti-dilutive securities (in shares) | 5,464,789 |
Commitments and Contingencies -
Commitments and Contingencies - License Agreement with Chimerix, Inc. (Details) - USD ($) | Dec. 17, 2014 | Sep. 30, 2016 | Jun. 30, 2016 |
Series B convertible preferred stock | |||
Agreement | |||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 | $ 10 |
Chimerix, Inc. | |||
Agreement | |||
Amounts accrued related to the payments | $ 0 | ||
License Agreement | Chimerix, Inc. | |||
Agreement | |||
Maximum payments to be made for clinical, regulatory and initial commercial milestones | $ 20,000,000 | ||
Minimum prior written notice period in order to terminate agreement | 60 days | ||
Cost of license classified as research and development expense | $ 1,200,000 | ||
License Agreement | Chimerix, Inc. | Preferred Stock | Series B convertible preferred stock | |||
Agreement | |||
Shares issued in connection with license (in shares) | 120,000 | ||
Fair value of preferred stock issued | $ 1,200,000 |
Commitments and Contingencies46
Commitments and Contingencies - License Agreement with Cardiff (Details) | Aug. 05, 2013shares | Mar. 27, 2007USD ($)item | Sep. 30, 2016USD ($) |
Contribution Agreement | |||
Agreement | |||
Shares issued for assets (in shares) | shares | 9,000,000 | ||
Percentage of outstanding shares of common stock upon issuance | 100.00% | ||
License Agreement | Cardiff | |||
Agreement | |||
Written notice period | 90 days | ||
Default or breach cure period | 90 days | ||
Late payment period | 1 month | ||
Number of occasions in 12 month period | item | 2 | ||
First written notice period | 120 days | ||
Royalty threshold rate (as a percent) | 30.00% | ||
Second written notice period | 90 days | ||
Counterparty's default or cure period | 90 days | ||
Initial base payment made | $ 270,000 | ||
Aggregate milestone payment | 400,000 | ||
Milestone payment upon initiation of phase 3 clinical trial | 150,000 | ||
Milestone payment upon approval of drug application | 250,000 | ||
License Agreement | BMS | |||
Agreement | |||
Aggregate milestone payment | 9,000,000 | ||
Initial base payment | 1,000,000 | ||
Milestone payment upon receiving marketing approval | 3,000,000 | ||
Milestone payment upon achieving net sales threshold | 6,000,000 | ||
Net sales threshold amount | $ 125,000,000 | ||
Milestone payments | $ 0 | ||
Amounts accrued related to the payments | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Affiliated Entity | Blumberg Institute | ||
Related Party Transactions | ||
Payments for services | $ 25,000 | $ 102,500 |
Affiliated Entity | CSM | ||
Related Party Transactions | ||
Payments for services | 55,000 | 81,000 |
Outstanding payables | 40,000 | |
Gabriele Cerrone | Consulting agreement | ||
Related Party Transactions | ||
Payments for services | $ 30,000 | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent events - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 2 Months Ended |
Nov. 30, 2016 | Nov. 30, 2016 | |
Subsequent events | ||
Proceeds from sale of net operating losses to third party | $ 1.9 | |
Controlled Equity Offering Sales Agreement | ||
Subsequent events | ||
Sale of shares (in shares) | 3.7 | |
Proceeds from the issuance of common stock | $ 8.5 |