Hepion Pharmaceuticals (HEPA) 10-Q15 May 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Mar. 31, 2014	13-May-14
Document and Entity Information	'	'
Entity Registrant Name	'ContraVir Pharmaceuticals, Inc.	'
Entity Central Index Key	'0001583771	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
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	'	18,479,279
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'

CONDENSED_BALANCE_SHEETS

CONDENSED BALANCE SHEETS (USD $)	Mar. 31, 2014	Jun. 30, 2013
Current Assets:	'	'
Cash	$2,510,196	$86,716
Prepaid insurance	117,452	'
Total Current Assets	2,627,648	86,716
Property and equipment, net	15,847	'
Total Assets	2,643,495	86,716
Current Liabilities:	'	'
Accounts payable	187,725	3,617
Accrued expenses	66,665	40,000
Due to Synergy	5,474	83,266
Demand note payable to Synergy and accrued interest	'	100,328
Total Current Liabilities	259,864	227,211
Derivative financial instruments, at estimated fair value-warrants	9,725,991	'
Total Liabilities	9,985,855	227,211
Stockholders' Deficit	'	'
Preferred stock, par value $0.0001 per share. Authorized 20,000,000 shares, none issued and outstanding.	'	'
Common stock, par value of $.0001 per share. Authorized 120,000,000 shares, issued and outstanding 18,479,279 and 9,000,000 shares at March 31, 2014 and December 31, 2013, respectively	1,848	900
Additional paid-in capital	2,458,263	-900
Deficit accumulated during development stage	-9,802,471	-140,495
Total Stockholders' Deficit	-7,342,360	-140,495
Total Liabilities and Stockholders' Deficit	$2,643,495	$86,716

CONDENSED_BALANCE_SHEETS_Paren

CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Jun. 30, 2013
CONDENSED BALANCE SHEETS	'	'
Preferred stock, par value (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	18,479,279	9,000,000
Common stock, shares outstanding	18,479,279	9,000,000

CONDENSED_STATEMENTS_OF_OPERAT

CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended	9 Months Ended	11 Months Ended
CONDENSED STATEMENTS OF OPERATIONS (USD $)	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
Costs and Expenses:	'	'	'
Research and development	$72,507	$95,353	$113,094
General and administrative	386,463	707,243	829,670
Loss from Operations	-458,970	-802,596	-942,764
Interest expense	-6,355	-12,946	-13,273
Change in fair value of derivative instruments-warrants	-8,846,434	-8,846,434	-8,846,434
Total Other Loss	-8,852,789	-8,859,380	-8,859,707
Net loss	($9,311,759)	($9,661,976)	($9,802,471)
Weighted Average Common Shares Outstanding	'	'	'
Basic and Diluted (in shares)	14,735,551	10,904,873	'
Net Loss per Common Share	'	'	'
Basic and Diluted (in dollars per share)	($0.63)	($0.89)	'

STATEMENTS_OF_CHANGES_IN_STOCK

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (USD $)	2 Months Ended	3 Months Ended	9 Months Ended	11 Months Ended
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (USD $)	Jun. 30, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
Increase (Decrease) in Stockholders' Equity	'	'	'	'
Balance	'	'	($140,495)	'
Balance (in shares)	'	'	9,000,000	'
Common stock issued via private placement	'	'	3,225,000	'
Fees and expenses associated with private placement	'	'	-15,033	'
Stock based compensation expense	'	'	144,075	'
Partial shares returned associated with Synergy's distribution of the Company's common stock	'	'	-1	'
Fair value of warrants issued in connection with private placement, reclassified to derivative liability	'	'	-879,557	'
Option granted in excess of authorized limit	'	'	-14,373	'
Net loss for the period	-140,495	-9,311,759	-9,661,976	-9,802,471
Balance	-140,495	-7,342,360	-7,342,360	-7,342,360
Balance (in shares)	9,000,000	18,479,279	18,479,279	18,479,279
Common Stock	'	'	'	'
Increase (Decrease) in Stockholders' Equity	'	'	'	'
Balance	'	'	900	'
Balance (in shares)	'	'	9,000,000	'
Common stock issued via private placement	'	'	949	'
Common stock issued via private placement (in shares)	'	'	9,485,294	'
Partial shares returned associated with Synergy's distribution of the Company's common stock	'	'	-1	'
Partial shares returned associated with Synergy's distribution of the Company's common stock (in shares)	'	'	-6,015	'
Issuance of Common Stock	900	'	'	'
Issuance of Common Stock (in shares)	9,000,000	'	'	'
Balance	900	1,848	1,848	1,848
Balance (in shares)	9,000,000	18,479,279	18,479,279	18,479,279
Additional Paid in Capital	'	'	'	'
Increase (Decrease) in Stockholders' Equity	'	'	'	'
Balance	'	'	-900	'
Common stock issued via private placement	'	'	3,224,051	'
Fees and expenses associated with private placement	'	'	-15,033	'
Stock based compensation expense	'	'	144,075	'
Fair value of warrants issued in connection with private placement, reclassified to derivative liability	'	'	-879,557	'
Issuance of Common Stock	-900	'	'	'
Option granted in excess of authorized limit	'	'	-14,373	'
Balance	-900	2,458,263	2,458,263	2,458,263
Deficit Accumulated during the Development Stage	'	'	'	'
Increase (Decrease) in Stockholders' Equity	'	'	'	'
Balance	'	'	-140,495	'
Net loss for the period	-140,495	'	-9,661,976	'
Balance	($140,495)	($9,802,471)	($9,802,471)	($9,802,471)

CONDENSED_STATEMENTS_OF_CASH_F

CONDENSED STATEMENTS OF CASH FLOW (USD $)	9 Months Ended	11 Months Ended
CONDENSED STATEMENTS OF CASH FLOW (USD $)	Mar. 31, 2014	Mar. 31, 2014
Cash Flows From Operating Activities:	'	'
Net loss	($9,661,976)	($9,802,471)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Stock based compensation expense	144,075	144,075
Change in fair value of derivative instruments-warrants	8,846,434	8,846,434
Changes in operating assets and liabilities:	'	'
Accounts payable, accrued expenses and due to Synergy	118,279	245,490
Prepaid expenses	-117,452	-117,452
Total Adjustments	8,991,336	9,118,547
Net Cash used in Operating Activities	-670,640	-683,924
Cash Flows From Investing Activities:	'	'
Additions to property and equipment	-15,847	-15,847
Net Cash Used in Investing Activities	-15,847	-15,847
Cash Flows From Financing Activities:	'	'
Issuance of common stock via private placement	3,225,000	3,225,000
Fees and expenses - private placement	-15,033	-15,033
Borrowings under demand note payable to Synergy	350,000	450,000
Repayment of demand note payable to Synergy	-450,000	-450,000
Net Cash provided by Financing Activities	3,109,967	3,209,967
Net increase in cash	2,423,480	2,510,196
Cash at beginning of period	86,716	'
Cash at end of period	2,510,196	2,510,196
Supplementary disclosure of cash flow information:	'	'
Cash paid for interest	$12,945	$13,274

Business_Overview

Business Overview	9 Months Ended
Business Overview	Mar. 31, 2014
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”.

Basis_of_Presentation_and_Goin

Basis of Presentation and Going Concern	9 Months Ended
Basis of Presentation and Going Concern	Mar. 31, 2014
Basis of Presentation and Going Concern	'
Basis of Presentation and Going Concern	'
	2. Basis of Presentation and Going Concern

	These unaudited 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 financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly ContraVir’s interim financial information. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements as of and for the period ended June 30, 2013 contained in the Company’s initial Form 10 Registration Statement (“Form 10”) filed with the Securities and Exchange Commission (“SEC”) on August 8, 2013, as amended September 20, 2013 and October 22, 2013.

	Separation from Synergy Pharmaceuticals Inc.

	On August 8, 2013, Synergy Pharmaceuticals Inc. (“Synergy”) announced that it intended to separate its FV-100 assets from the remainder of its businesses through a pro rata distribution of the common stock of the entity holding the assets and liabilities associated with the FV-100 product candidate. ContraVir was incorporated in Delaware on May 15, 2013 for the purpose of holding such businesses as a wholly owned subsidiary of Synergy.

	On January 28, 2014, the Synergy board of directors approved the distribution of the 9,000,000 issued and outstanding shares of ContraVir’s common stock currently held by Synergy on the basis of 0.0986 shares of our common stock for each share of Synergy common stock held on the record date. On January 28, 2014, Synergy declared a dividend of ContraVir common stock. On the distribution date of February 18, 2014, Synergy stockholders of record as of the close of business on February 6, 2014 received .0986 shares of ContraVir common stock for every 1 share of Synergy common stock they held. Fractional shares were not issued. Synergy stockholders received cash in lieu of fractional shares.

	ContraVir is no longer a wholly owned subsidiary of Synergy.

	Going Concern

	As of March 31, 2014 ContraVir had $2,510,196 in cash. Net cash used in operating activities was $670,640 for the nine months ended March 31, 2014. Net loss for the three and nine months ended March 31, 2014 was $9,311,759 and $9,661,976, of which $8,846,434 is attributable to a change in fair value of derivative instruments-warrants (non-cash). As of March 31, 2014, ContraVir had working capital of $2,367,784 whereas on June 30, 2013 ContraVir had a working capital deficit of $140,495.

	These unaudited financial statements have been prepared under the assumption that the Company will continue as a going concern. ContraVir’s ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate revenue. Primarily as a result of its losses and limited cash balances, the Company’s independent registered public accounting firm, in expressing its opinion on ContraVir’s June 30, 2013 financial statements, has included in its report an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	ContraVir 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. ContraVir 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 ContraVir’s ability to conduct business. If ContraVir is unable to raise additional capital when required or on acceptable terms, ContraVir 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 ContraVir would otherwise seek to develop or commercialize ourselves on unfavorable terms.

	On May 13, 2014, the Company filed a registration statement on Form S-1 with the SEC for a public offering of shares of its common stock and the Company has retained an underwriter for this proposed offering. There can be no assurance that this offering will be successful.

Recent_Accounting_Pronouncemen

Recent Accounting Pronouncements	9 Months Ended
Recent Accounting Pronouncements	Mar. 31, 2014
Recent Accounting Pronouncements	'
Recent Accounting Pronouncements	'
	3. Recent Accounting Pronouncements

	There are no recent accounting pronouncements affecting the Company.

Fair_Value_of_Financial_Instru

Fair Value of Financial Instruments	9 Months Ended
Fair Value of Financial Instruments	Mar. 31, 2014
Fair Value of Financial Instruments	'
Fair Value of Financial Instruments	'
	4. Fair Value of Financial Instruments

	Financial instruments consist of cash, accounts payable, notes payable and derivative instruments. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature, except for derivative instruments which are marked to market at the end of each reporting period.

Stockholders_Deficit

Stockholders' Deficit	9 Months Ended
Stockholders' Deficit	Mar. 31, 2014
Stockholders' Deficit	'
Stockholders' Deficit	'
	5. Stockholders’ Deficit

	On February 4, 2014, ContraVir entered into a securities purchase agreement with accredited investors to sell securities and raise gross proceeds of $3,225,000 in a private placement and incurred expenses of approximately $15,000 related to this placement. The Company sold 9,485,294 units to the investors with each unit consisting of one share of our common stock and one warrant to purchase an additional one half share of our common stock. The purchase price paid by the investor was $0.34 for each unit. The warrants expire after six years and are exercisable at $0.37 per share. Based upon our analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” 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. Upon the issuance of these warrants the fair value of $879,557 was recorded as derivative liability-warrants.

Accounting_for_SharedBased_Pay

Accounting for Shared-Based Payments	9 Months Ended
Accounting for Shared-Based Payments	Mar. 31, 2014
Accounting for Shared-Based Payments	'
Accounting for Shared-Based Payments	'
	6. Accounting for Shared-Based Payments

	ASC Topic 718 “Compensation—Stock Compensation” 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.

	ContraVir accounts for stock options issued to non-employees based on the fair value of the stock option, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting 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. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined.

	ASC Topic 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. ContraVir accounts for stock options granted to employees and non-employees based on the fair market value of the instrument, using the Black-Scholes option pricing model based on assumptions for expected stock price volatility, term of the option, risk-free interest rate and expected dividend yield, at the grant date.

	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 1,500,000 shares of common stock issuable pursuant to the Plan. During the quarter ended March 31, 2014 the Company issued 642,270 options over the authorized number of options in the Plan. As per ASC Topic 815-40, the options have been accounted for as liabilities and recorded at fair value with the changes in fair value being recorded in the Company’s statement of operations. Once stockholder approval is obtained to increase the number of authorized shares, the liability will then be reversed into additional paid in capital. The Company has recorded the $14,373 liability for this amount in accrued expenses.

	A summary of stock option activity and of changes in stock options outstanding under the Plan is presented below:

		Number of		Exercise Price		Weighted Average		Intrinsic		Weighted Average
		Options		Per Share		Exercise Price		Value		Remaining
						Per Share				Contractual Term
	Balance outstanding, July 1, 2013	—		$	—	$	—	$	—	—
	Granted (1)	2,142,270		$	0.11- $2.37	$	1.58	—		9.9 years
	Exercised	—		—		—		—		—
	Forfeited	—		—		—		—		—
	Balance outstanding, March 31,2014	2,142,270		$	0.11- $2.37	$	1.58	$	1,526,960	9.90 years

	Exercisable at March 31, 2014	230,000		$	0.37	$	0.37	$	432,400	9.82 years

	(1) Includes 1,000,000 options granted to James Sapirstein, the Company’s newly hired Chief Executive Officer. These options vest over 4 years from March 19, 2014, expire on March 19, 2024 and have an exercise price of $2.31 per share. The fair value of this option at the date of grant was $1,873,074, which will be expensed over the 4 year vesting period.

	The following weighted-average assumptions were used in the Black-Scholes valuation model to estimate fair value of stock option awards during the periods indicated.

		Nine Months
		Ended
		March 31, 2014
	Stock price	$0.11-$2.36
	Risk-free interest rate	1.89% — 2.40	%
	Dividend yield	—
	Expected volatility	88%-90	%
	Expected term (in years)	5 - 9.8 years

	Stock Price — Effective February 27, 2014, stock price is the closing market price of the Company’s common stock. Prior to that date, there was no public market for the stock. Management believes that the best alternative indication of stock value is what Synergy paid for the FV-100 Product, in an arms-length transaction, to BMS on August 17, 2012, or $1,000,000. Thus $1,000,000 divided by the 9,000,000 shares then outstanding resulted in a stock price of $0.11 per share.

	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 — ContraVir has had no stock options exercised since inception. The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment , (“SAB No. 107”), which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options. Under 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 Topic 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 Topic 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. ContraVir estimated future unvested option forfeitures based on the historical experience of its former parent.

	The unrecognized compensation cost related to non-vested stock options outstanding at March 31, 2014, net of expected forfeitures, was approximately $3.1 million to be recognized over a weighted-average remaining vesting period of approximately 3.5 years.

	On January 23, 2014 the Company entered into a three year consulting agreement with Chris McGuigan, Ph.D. for scientific and technical advisory services. Dr. McGuigan is a director of the Company and was instrumental in the early development of the Company’s FV-100 drug candidate. His total compensation under the agreement is a grant of 250,000 common stock options, at an exercise price of $0.37 per share, vesting over three years. This stock option is being accounted for in accordance with ASC Topic 505-50 “Equity -Based Payment to Non-Employees” and the fair value of these options is being “marked to market” quarterly until the measurement date is determined. As of March 31, 2014 approximately $505,000 of this grants fair value remained to be recognized over the remaining option vesting period.

Income_Taxes

Income Taxes	9 Months Ended
Income Taxes	Mar. 31, 2014
Income Taxes	'
Income Taxes	'
	7. Income Taxes

	At March 31, 2014, ContraVir estimates it has net operating loss carry forwards (“NOLs”) aggregating approximately $600,000, which, if not used, expire in 2033. The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of ContraVir pursuant to Internal Revenue Code Section 382.

	ContraVir records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Due to the substantial doubt related to ContraVir’s ability to continue as a going concern and utilize its deferred tax assets, a valuation allowance for the full amount of the deferred tax assets has been established at March 31, 2014. As a result of this valuation allowance there are no income tax benefits reflected in the accompanying statements of operations to offset pre-tax losses.

	ContraVir has no uncertain tax positions subject to examination by the relevant tax authorities as of March 31, 2014 because no tax returns have yet been filed for the period May 15, 2013 (inception) to March 31, 2014. ContraVir will file U.S. and state income tax returns in jurisdictions with varying statutes of limitations.

Derivative_Financial_Instrumen

Derivative Financial Instruments

9 Months Ended

Mar. 31, 2014

Derivative Financial Instruments

8. Derivative Financial Instruments

Effective February 4, 2014, the Company adopted provisions of ASC Topic 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC Topic 815-40”). ASC Topic 815-40 clarifies the determination of whether an instrument issued by an entity (or an embedded feature in the instrument) is indexed to an entity’s own stock, which would qualify as a scope exception under ASC Topic 815-10.

ContraVir Derivative Financial Instruments

Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, ContraVir has determined that certain warrants issued in connection with sale of its common stock must be classified as derivative instruments. In accordance with ASC Topic 815-40, the fair value of these warrants is being re-measured at each balance sheet date and any resultant changes in fair value is being recorded in the Company’s statement of operations.

ContraVir’s warrants issued during the three and nine months ended March 31, 2014 contained a price protection clause which variable term required the Company to use a binomial model to determine fair value. The range of assumptions used to determine the fair value of the warrants at period end during the nine months ended March 31, 2014 was as follows:

Nine Months ended March

31, 2014

Estimated fair value of ContraVir common stock

$2.25

Expected warrant term (years)

5.85 years

Risk-free interest rate

1.97%

Expected volatility

88%

Dividend yield

—

In the Binomial model, the assumption for estimated fair value of the stock is based on a Black-Scholes based apportionment of the unit price paid for the shares and warrants issued in ContraVir’s recent private placement, which resulting stock prices were deemed to be arms-length negotiated prices. Because the ContraVir has a limited trading history in its common stock, the Company based expected volatility on that of comparable public development stage biotechnology companies. The warrants have a transferability provision and based on guidance provided in SAB 107 for instruments issued with such a provision, ContraVir used the full contractual term as the expected term of the warrants. The risk free rate is based on the U.S. Treasury security rates for maturities consistent with the expected remaining term of the warrants. As of March 31, 2014 the Company reverted back to the Black Scholes method to value its derivative warrants because the probability of triggering the price protection clause of the warrants was deemed to be zero and the binomial model was no longer applicable.

The following table sets forth the components of changes in the ContraVir’s’s derivative financial instruments liability balance for the periods indicated:

Date

Description

Warrants

Derivative

Instrument

Liability

7/1/13

Balance of derivative financial instruments liability

—

3/31/14

Fair value of new warrants issued during the quarter

4,742,648

879,557

3/31/14

Change in fair value of warrants during the quarter recognized as other expense in the statement of operations

—

8,846,434

3/31/14

Balance of derivative financial instruments liability

4,742,648

9,725,991

ContraVir 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 March 31, 2014:

Description

Balance as of

Quoted Prices

Significant

Balance as of

June 30,

Other

Unobservable

March 31, 2014

2013

Active

Observable

Inputs

Markets

Inputs

(Level 3)

for Identical

(Level 2)

Assets and

Liabilities

(Level 1)

Derivative liabilities related to Warrants

—

9,725,991

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the nine months ended March 31, 2014:

Description

Balance as of

Fair Value of

Unrealized

Balance as of

June 30,

warrants upon

(gains) or

March 31, 2014

2013

issuance

losses

Derivative liabilities related to Warrants

—

879,557

8,846,434

9,725,991

The unrealized gains or losses on the derivative liabilities are recorded as a change in fair value of derivative liabilities in the Company’s statement of operations. 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. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 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.

Loan_and_Demand_Note_Payable

Loan and Demand Note Payable	9 Months Ended
Loan and Demand Note Payable	Mar. 31, 2014
Loan and Demand Note Payable	'
Loan and Demand Note Payable	'
	9. Loan and Demand Note Payable

	On June 5, 2013, ContraVir entered into a Loan and Security Agreement with Synergy pursuant to which Synergy agreed to lend ContraVir up to five hundred thousand dollars ($500,000) for working capital purposes (the “Loan Agreement”). Also on June 5, 2013, August 29, 2013, October 18, 2013 and January 9, 2014, pursuant to the Loan Agreement, Synergy made an advance to ContraVir of $100,000, $100,000, $150,000 and $100,000, respectively, under a promissory note (the “Note”). The Note bears interest at six percent (6%) per annum and such interest shall be paid on the 15th of each of January, March, June and September, beginning September 15, 2013. The Note matures on the earlier of June 10, 2014 or the date that the entire principal amount and interest shall become due and payable by reason of an event of default under the Note or otherwise. In addition, Synergy has the right to demand payment of the unpaid principal amount and all accrued but unpaid interest thereon at any time after August 4, 2013, upon providing us fifteen (15) days prior written notice. In connection with the Loan Agreement, ContraVir granted Synergy a security interest in all of its assets, including its intellectual property, until the Note is repaid in full. On November 18, 2013, ContraVir entered into an amendment to the Loan Agreement with Synergy pursuant to which Synergy agreed to increase the aggregate amount available to us under the Loan Agreement from five hundred thousand dollars ($500,000) to one million dollars ($1,000,000). On March 27, 2014, ContraVir paid $450,000 to Synergy in full repayment of the Note.

Due_to_Synergy

Due to Synergy	9 Months Ended
	Mar. 31, 2014
Due to Synergy	'
Due to Synergy	'
	10. Due to Synergy

	On July 8, 2013, ContraVir entered into a Shared Services Agreement, as amended and restated August 5, 2013, with Synergy, effective May 16, 2013. Under the Shared Services Agreement, Synergy has provided and/or made available to us various administrative, financial, accounting, insurance, office, information technology and other services to be provided by, or on behalf of, Synergy, together with such other services as reasonably requested by us. In consideration for such services, we have paid fees to Synergy for the services provided, and those fees will generally be in amounts intended to allow the party providing services to recover all of its direct and indirect costs incurred in providing those services. The personnel performing services under the Shared Services Agreement are employees and/or independent contractors of Synergy and are not under our direction or control. These personnel costs are based upon the actual percentages of time spent by Synergy personnel performing services for us under the Shared Services Agreement. ContraVir reimburses Synergy for direct out-of-pocket costs incurred by Synergy for third party services provided to the Company. Effective April 1, 2014, ContraVir terminated the Shared Services

	Agreement with Synergy. During the nine months ended and inception through March 31, 2014 shared services provided by Synergy totaled $100,008 and $179,274, respectively.

	As of March 31, 2014 and June 30, 2013, the balances due to Synergy on shared services and allocated expenses are comprised of the following amounts:

		March 31, 2014		June 30, 2013

	Legal, patent and corporate	$	—	$	45,787
	Salaries and benefits	—		16,703
	Financial advisory fees	—		10,000
	Insurance	—		2,934
	Temporary labor	—		2,550
	Rent, utilities, and property taxes	5,474		3,363
	Other	—		1,929
	Total Shared Services	$	5,474	$	83,266

Loss_per_Share

Loss per Share	9 Months Ended
Loss per Share	Mar. 31, 2014
Loss per Share	'
Loss per Share	'
	11. 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. For the three and nine months ended March 31, 2014, the effect of 2,142,270 outstanding stock options and 4,742,648 warrants were excluded from the calculation of diluted loss per share because the effect was antidilutive.

Accounting_for_SharedBased_Pay1

Accounting for Shared-Based Payments (Tables)	9 Months Ended
Accounting for Shared-Based Payments (Tables)	Mar. 31, 2014
Accounting for Shared-Based Payments	'
Summary of stock option activity and of changes in stock options outstanding under the Plan	'

		Number of		Exercise Price		Weighted Average		Intrinsic		Weighted Average
		Options		Per Share		Exercise Price		Value		Remaining
						Per Share				Contractual Term
	Balance outstanding, July 1, 2013	—		$	—	$	—	$	—	—
	Granted (1)	2,142,270		$	0.11- $2.37	$	1.58	—		9.9 years
	Exercised	—		—		—		—		—
	Forfeited	—		—		—		—		—
	Balance outstanding, March 31,2014	2,142,270		$	0.11- $2.37	$	1.58	$	1,526,960	9.90 years

	Exercisable at March 31, 2014	230,000		$	0.37	$	0.37	$	432,400	9.82 years

	(1) Includes 1,000,000 options granted to James Sapirstein, the Company’s newly hired Chief Executive Officer. These options vest over 4 years from March 19, 2014, expire on March 19, 2024 and have an exercise price of $2.31 per share. The fair value of this option at the date of grant was $1,873,074, which will be expensed over the 4 year vesting period.
Schedule of weighted-average assumptions used to estimate fair value of stock option awards	'

		Nine Months
		Ended
		March 31, 2014
	Stock price	$0.11-$2.36
	Risk-free interest rate	1.89% — 2.40	%
	Dividend yield	—
	Expected volatility	88%-90	%
	Expected term (in years)	5 - 9.8 years

Derivative_Financial_Instrumen1

Derivative Financial Instruments (Tables)

9 Months Ended

Mar. 31, 2014

Derivative Financial Instruments

Schedule of range of assumptions used to determine fair value of warrants

Nine Months ended March

31, 2014

Estimated fair value of ContraVir common stock

$2.25

Expected warrant term (years)

5.85 years

Risk-free interest rate

1.97%

Expected volatility

88%

Dividend yield

—

Schedule of changes in derivative financial instruments liability balance

Date

Description

Warrants

Derivative

Instrument

Liability

7/1/13

Balance of derivative financial instruments liability

—

3/31/14

Fair value of new warrants issued during the quarter

4,742,648

879,557

3/31/14

Change in fair value of warrants during the quarter recognized as other expense in the statement of operations

—

8,846,434

3/31/14

Balance of derivative financial instruments liability

4,742,648

9,725,991

Schedule of fair value of liabilities recognized at fair value on recurring basis

Description

Balance as of

Quoted Prices

Significant

Balance as of

June 30,

Other

Unobservable

March 31, 2014

2013

Active

Observable

Inputs

Markets

Inputs

(Level 3)

for Identical

(Level 2)

Assets and

Liabilities

(Level 1)

Derivative liabilities related to Warrants

—

9,725,991

Schedule of changes in fair value of level 3 derivative warrant liabilities

Description

Balance as of

Fair Value of

Unrealized

Balance as of

June 30,

warrants upon

(gains) or

March 31, 2014

2013

issuance

losses

Derivative liabilities related to Warrants

—

879,557

8,846,434

9,725,991

Due_to_Synergy_Tables

Due to Synergy (Tables)	9 Months Ended
	Mar. 31, 2014
Due to Synergy	'
Schedule of balances due to Synergy on shared services and allocated expenses	'
		March 31, 2014		June 30, 2013

	Legal, patent and corporate	$	—	$	45,787
	Salaries and benefits	—		16,703
	Financial advisory fees	—		10,000
	Insurance	—		2,934
	Temporary labor	—		2,550
	Rent, utilities, and property taxes	5,474		3,363
	Other	—		1,929
	Total Shared Services	$	5,474	$	83,266

Basis_of_Presentation_and_Goin1

Basis of Presentation and Going Concern (Details) (Synergy)	0 Months Ended
Basis of Presentation and Going Concern (Details) (Synergy)	Feb. 18, 2014	Jan. 28, 2014
Synergy	'	'
Separation from Synergy Pharmaceuticals Inc.	'	'
Number of shares approved for distribution by Synergy's board of directors for distribution to its stockholders	'	9,000,000
Number of shares distributed to Synergy's for each share of its common stock held by its stockholders	0.0986	0.0986

Basis_of_Presentation_and_Goin2

Basis of Presentation and Going Concern (Details 2) (USD $)	2 Months Ended	3 Months Ended	9 Months Ended	11 Months Ended
Basis of Presentation and Going Concern (Details 2) (USD $)	Jun. 30, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
Going Concern	'	'	'	'
Cash	$86,716	$2,510,196	$2,510,196	$2,510,196
Net cash used in operating activities	'	'	670,640	683,924
Net loss	140,495	9,311,759	9,661,976	9,802,471
Change in fair value of derivative instruments-warrants	'	8,846,434	8,846,434	8,846,434
Working capital	'	2,367,784	2,367,784	2,367,784
Working capital deficit	($140,495)	($7,342,360)	($7,342,360)	($7,342,360)

Stockholders_Deficit_Details

Stockholders' Deficit (Details) (USD $)	9 Months Ended	11 Months Ended	0 Months Ended
	Mar. 31, 2014	Mar. 31, 2014	Feb. 04, 2014
	Mar. 31, 2014	Mar. 31, 2014	February 4, 2014 Securities Purchase Agreement
Stockholders' Deficit	'	'	'
Gross proceeds from sale of units in a private placement	$3,225,000	$3,225,000	$3,225,000
Expenses related to private placement	15,033	15,033	15,000
Number of units sold (in shares)	'	'	9,485,294
Number of shares included in each unit	'	'	1
Number of warrants included in each unit (in shares)	'	'	1
Number of shares called by warrant	'	'	0.5
Purchase price (in dollars per unit)	'	'	$0.34
Expiration term of warrant	'	'	'6 years
Exercise price of warrants (in dollars per share)	'	'	$0.37
Derivative liabilities related to Warrants	$9,725,991	$9,725,991	$879,557

Accounting_for_SharedBased_Pay2

Accounting for Shared-Based Payments (Details) (USD $)

3 Months Ended

0 Months Ended

9 Months Ended

11 Months Ended

0 Months Ended

9 Months Ended

Mar. 31, 2014

Jun. 30, 2013

Jan. 23, 2014

Aug. 17, 2012

Mar. 31, 2014

Dec. 31, 2013

Mar. 19, 2014

Jan. 23, 2014

Mar. 31, 2014

Consulting agreement

Synergy

Stock options

Chris McGuigan

James Sapirstein

Consulting agreement

Minimum

Maximum

Chris McGuigan

Accounting for Shared-Based Payments

Number of shares of common stock reserved for issuance, pursuant to the Plan

1,500,000

Number of options issued over authorized options (in shares)

642,270

Accrued expenses

$14,373

Excess tax benefits recognized (in dollars)

Vesting period for stock options granted under the Plan

'3 years

'4 years

'3 years

Contractual term of stock options

'10 years

Number of Options

Granted (in shares)

2,142,270

1,000,000

250,000

Balance outstanding at the end of the period (in shares)

2,142,270

Exercisable at March 31,2014

230,000

Exercise Price Per Share

Granted (in dollars per share)

$2.31

$0.37

$0.11

$2.37

Balance outstanding at the end of the period (in dollars per share)

$0.11

$2.37

Exercisable at March 31,2014

$0.37

Weighted Average Exercise Price Per Share

Granted (in dollars per share)

$1.58

Balance outstanding at the end of the period (in dollars per share)

$1.58

Exercisable at March 31,2014

$0.37

Intrinsic Value

1,526,960

Intrinsic value exercisable

432,400

Weighted Average Remaining Contractual Term (in years)

Granted

'9 years 10 months 24 days

Balance outstanding at the end of the period

'9 years 10 months 24 days

Exercisable at March 31,2014

'9 years 9 months 25 days

Fair value of option at date of grant

1,873,074

Weighted-average assumptions to determine fair value of stock option awards

Stock price (in dollars per share)

$0.11

$2.36

Risk-free interest rate (as a percent)

1.89%

2.40%

Expected volatility (as a percent)

88.00%

90.00%

Expected term (in years)

'5 years

'9 years 9 months 18 days

Amount Synergy paid for FV-100 Product (in dollars)

1,000,000

Shares outstanding

18,479,279

9,000,000

Stock options exercised (in shares)

Unrecognized compensation cost related to non-vested stock options outstanding

Unrecognized compensation cost related to non-vested stock (in dollars)

3,100,000

Weighted average remaining vesting period over which unrecognized compensation is expected to be recognized

'3 years 6 months

Term of agreement

'3 years

Unrecognized equity-based compensation cost for non-employee (in dollars)

$505,000

Income_Taxes_Details

Income Taxes (Details) (USD $)	9 Months Ended
Income Taxes (Details) (USD $)	Mar. 31, 2014
Income Taxes	'
NOLs	$600,000
Income tax benefits	0
Amount of uncertain tax positions	$0

Derivative_Financial_Instrumen2

Derivative Financial Instruments (Details) (Derivative Instrument Liability, Warrants, USD $)	9 Months Ended
	Mar. 31, 2014
Derivative Instrument Liability \| Warrants	'
Range of assumptions used to determine the fair value of the warrants	'
Estimated fair value of ContraVir common stock (in dollars per share)	$2.25
Expected warrant term (years)	'5 years 10 months 6 days
Risk-free interest rate (as a percent)	1.97%
Expected volatility (as a percent)	88.00%

Derivative_inancial_Instrument

Derivative inancial Instruments (Details 2) (USD $)	3 Months Ended	9 Months Ended	11 Months Ended
Derivative inancial Instruments (Details 2) (USD $)	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
Components of changes in derivative financial instruments liability	'	'	'
Change in fair value of warrants during the period recognized as other expense in the statement of operations	$8,846,434	$8,846,434	$8,846,434
Balance at end of period	9,725,991	9,725,991	9,725,991
Derivative Instrument Liability \| Warrants	'	'	'
Components of changes in derivative financial instruments liability	'	'	'
Fair value of new warrants issued (in shares)	4,742,648	'	'
Fair value of new warrants issued	879,557	'	'
Change in fair value of warrants during the period recognized as other expense in the statement of operations	8,846,434	8,846,434	'
Balance at end of period (in shares)	4,742,648	4,742,648	4,742,648
Balance at end of period	$9,725,991	$9,725,991	$9,725,991

Derivative_inancial_Instrument1

Derivative inancial Instruments (Details 3) (USD $)	Mar. 31, 2014
Derivative Financial Instruments	'
Derivative liabilities related to Warrants	$9,725,991
Derivative Instrument Liability \| Warrants	'
Derivative Financial Instruments	'
Derivative liabilities related to Warrants	9,725,991
Recurring basis \| Significant Unobservable Inputs (Level3) \| Derivative Instrument Liability \| Warrants	'
Derivative Financial Instruments	'
Derivative liabilities related to Warrants	9,725,991
Recurring basis \| Total Fair Value \| Derivative Instrument Liability \| Warrants	'
Derivative Financial Instruments	'
Derivative liabilities related to Warrants	$9,725,991

Derivative_inancial_Instrument2

Derivative inancial Instruments (Details 4) (Derivative Instrument Liability, Warrants, USD $)	9 Months Ended
	Mar. 31, 2014
Summary of changes in Level 3 foreign exchange forward contracts	'
Fair value of warrants upon issuance	$879,557
Balance at end of period	9,725,991
Change in fair value of derivative instruments-warrants	'
Summary of changes in Level 3 foreign exchange forward contracts	'
Unrealized (gains) or losses	$8,846,434

Loan_and_Demand_Note_Payable_D

Loan and Demand Note Payable (Details) (USD $)	9 Months Ended	11 Months Ended			0 Months Ended
	Mar. 31, 2014	Mar. 31, 2014	Nov. 18, 2013	Jun. 05, 2013	Mar. 27, 2014	Jan. 09, 2014	Oct. 18, 2013	Aug. 29, 2013	Jun. 05, 2013
			Loan Agreement	Loan Agreement	Note	Note	Note	Note	Note
			Synergy	Synergy	Synergy	Synergy	Synergy	Synergy	Synergy
Loan and demand note payable	'	'	'	'	'	'	'	'	'
Maximum borrowing capacity	'	'	$1,000,000	$500,000	'	'	'	'	'
Advance payment from Synergy under promissory note	'	'	'	'	'	100,000	150,000	100,000	100,000
Interest rate (as a percent)	'	'	'	'	'	'	'	'	6.00%
Notice period to demand payment of the unpaid principal amount and all accrued but unpaid interest thereon	'	'	'	'	'	'	'	'	'15 days
Repayment of note	$450,000	$450,000	'	'	$450,000	'	'	'	'

Due_to_Synergy_Details

Due to Synergy (Details) (USD $)	9 Months Ended	11 Months Ended
Due to Synergy (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2014	Jun. 30, 2013
Due to Synergy	'	'	'
Total Shares Services	$5,474	$5,474	$83,266
Synergy	'	'	'
Due to Synergy	'	'	'
Total Shares Services	5,474	5,474	83,266
Shares services provided by related party	100,008	179,274	'
Synergy \| Legal, patent and corporate	'	'	'
Due to Synergy	'	'	'
Total Shares Services	'	'	45,787
Synergy \| Salaries and benefits	'	'	'
Due to Synergy	'	'	'
Total Shares Services	'	'	16,703
Synergy \| Financial advisory fees	'	'	'
Due to Synergy	'	'	'
Total Shares Services	'	'	10,000
Synergy \| Insurance	'	'	'
Due to Synergy	'	'	'
Total Shares Services	'	'	2,934
Synergy \| Temporary labor	'	'	'
Due to Synergy	'	'	'
Total Shares Services	'	'	2,550
Synergy \| Rent, utilities, and property taxes	'	'	'
Due to Synergy	'	'	'
Total Shares Services	5,474	5,474	3,363
Synergy \| Other	'	'	'
Due to Synergy	'	'	'
Total Shares Services	'	'	$1,929

Loss_per_Share_Details

Loss per Share (Details)	3 Months Ended	9 Months Ended
Loss per Share (Details)	Mar. 31, 2014	Mar. 31, 2014
Stock options	'	'
Loss per Share	'	'
Outstanding stock options excluded from the calculation of diluted loss per share (in shares)	2,142,270	2,142,270
Warrant	'	'
Loss per Share	'	'
Outstanding stock options excluded from the calculation of diluted loss per share (in shares)	4,742,648	4,742,648