Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'ContraVir Pharmaceuticals, Inc. | ' |
Entity Central Index Key | '0001583771 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-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 | ' | 22,237,397 |
Document Fiscal Year Focus | '2015 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Current Assets: | ' | ' |
Cash | $735,426 | $1,817,757 |
Prepaid expenses | 158,019 | 164,421 |
Total Current Assets | 893,445 | 1,982,178 |
Property and equipment, net | 55,582 | 14,526 |
Other assets | 55,544 | 4,200 |
Total Assets | 1,004,571 | 2,000,904 |
Current Liabilities: | ' | ' |
Accounts payable | 213,331 | 243,896 |
Accrued expenses | 244,438 | 207,915 |
Due to Synergy | 6,928 | 6,928 |
Total Current Liabilities | 464,697 | 458,739 |
Derivative financial instruments, at estimated fair value-warrants | ' | 4,475,345 |
Total Liabilities | 464,697 | 4,934,084 |
Stockholders' Equity (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 22,237,397 and 18,479,279 shares at September 30,2014 and June 30,2014, respectively | 2,228 | 1,848 |
Additional paid-in capital | 7,429,388 | 2,486,309 |
Accumulated deficit | -6,891,742 | -5,421,337 |
Total Stockholders' Equity (Deficit) | 539,874 | -2,933,180 |
Total Liabilities and Stockholders' Equity (Deficit) | $1,004,571 | $2,000,904 |
CONDENSED_BALANCE_SHEETS_PAREN
CONDENSED BALANCE SHEETS (PARENTHETICAL) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
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 | 22,237,397 | 18,479,279 |
Common stock, shares outstanding | 22,237,397 | 18,479,279 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Costs and Expenses: | ' | ' |
Research and development | $384,057 | $13,638 |
General and administrative | 698,450 | 166,713 |
Loss from Operations | -1,082,507 | -180,351 |
Other income (expense): | ' | ' |
Interest expense | ' | -1,711 |
Change in fair value of derivative instruments-warrants | -387,898 | ' |
Total Other Loss | -387,898 | -1,711 |
Net loss | ($1,470,405) | ($182,062) |
Weighted Average Common Shares Outstanding | ' | ' |
Basic and Diluted (in shares) | 20,211,376 | 9,000,000 |
Net Loss per Common Share | ' | ' |
Basic and Diluted (in dollars per share) | ($0.07) | ($0.02) |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2014 | $1,848 | $2,486,309 | ($5,421,337) | ($2,933,180) |
Balance (in shares) at Jun. 30, 2014 | 18,479,279 | ' | ' | 18,479,279 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Stock based compensation expense | ' | 112,012 | ' | 112,012 |
Stock options granted in excess of authorized limit | ' | -31,796 | ' | -31,796 |
Restricted common shares issued in exchange of warrants | 380 | 4,862,863 | ' | 4,863,243 |
Restricted common shares issued in exchange of warrants (in shares) | 3,794,118 | ' | ' | ' |
Net loss for the period | ' | ' | -1,470,405 | -1,470,405 |
Balance at Sep. 30, 2014 | $2,228 | $7,429,388 | ($6,891,742) | $539,874 |
Balance (in shares) at Sep. 30, 2014 | 22,273,397 | ' | ' | 22,237,397 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOW (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($1,470,405) | ($182,062) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock based compensation expense | 112,012 | ' |
Change in fair value of derivative instruments-warrants | 387,898 | ' |
Interest expense on note payable to parent | ' | 1,711 |
Depreciation expense | 2,739 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable, accrued expenses and due to Synergy | -25,838 | 69,639 |
Prepaid expenses and other assets | -44,942 | ' |
Total Adjustments | 431,869 | 71,350 |
Net Cash used in Operating Activities | -1,038,536 | -110,712 |
Cash Flows From Investing Activities: | ' | ' |
Additions to property and equipment | -43,795 | ' |
Net Cash Used in Investing Activities | -43,795 | ' |
Cash Flows From Financing Activities: | ' | ' |
Borrowings under demand note payable to Synergy | ' | 100,000 |
Net Cash provided by Financing Activities | ' | 100,000 |
Net decrease in cash | -1,082,331 | -10,712 |
Cash at beginning of period | 1,817,757 | 86,716 |
Cash at end of period | $735,426 | $76,004 |
Business_Overview
Business Overview | 3 Months Ended |
Sep. 30, 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 | 3 Months Ended | |||
Sep. 30, 2014 | ||||
Basis of Presentation and Going Concern | ' | |||
Basis of Presentation and Going Concern | ' | |||
2. Basis of Presentation and Going Concern | ||||
These unaudited condensed 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, 2014 contained in the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on September 29, 2014. | ||||
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. | ||||
From February 6, 2014, ContraVir is no longer a wholly owned subsidiary of Synergy. | ||||
Going Concern | ||||
As of September 30, 2014, ContraVir had $735,426 in cash. Net cash used in operating activities was $1,038,536 for the three months ended September 30, 2014. Net loss for the three months ended September 30, 2014 was $1,470,405. As of September 30, 2014, ContraVir had working capital of $428,748. | ||||
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. 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. On September 26, 2014, the Company formally requested the SEC to withdraw the registration statement on Form S-1. | ||||
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 | ||||
As of September 30, 2014 and June 30, 2014, the amount of cash was approximately $0.7 million and $1.8 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. We have 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 the Company’s 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, accounts 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 were marked to market at the end of each reporting period. See Note 7, Derivative Financial Instruments, for additional information. | ||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2014 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | ' |
3. Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about it’s ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | |
Stockholders_Equity_Deficit
Stockholder's Equity (Deficit) | 3 Months Ended |
Sep. 30, 2014 | |
Stockholder's Equity (Deficit) | ' |
Stockholders' Deficit | ' |
4. Stockholder’s Equity (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. The warrants were converted to 3,794,118 shares of common stock in August 2014. See Note 7 for additional information regarding these warrants. | |
Accounting_for_SharedBased_Pay
Accounting for Shared-Based Payments | 3 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Accounting for Shared-Based Payments | ' | ||||||||||||||
Accounting for Shared-Based Payments | ' | ||||||||||||||
5. 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. As of September 30, 2014 the Company issued 841,270 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. As of September 30, 2014, the total share-based payment liability is $69,274, which amount is included in accrued expenses. | |||||||||||||||
For the quarter ended September 30, 2014, ContraVir recorded the following stock based compensation expense: | |||||||||||||||
Three months | |||||||||||||||
ended | |||||||||||||||
September 30, 2014 | |||||||||||||||
General and administrative | $ | 92,004 | |||||||||||||
Research and development | 20,008 | ||||||||||||||
Total stock based compensation expense | $ | 112,012 | |||||||||||||
No stock based compensation expense was recorded during the period ended September 30, 2013, as there were no options granted as of that date. | |||||||||||||||
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, 2014 | 2,341,270 | $ | 0.11- $2.37 | $ | 1.61 | $ | 633,200 | 2.95 years | |||||||
Granted | — | — | — | — | — | ||||||||||
Exercised | — | — | — | — | — | ||||||||||
Forfeited | 40,000 | 0.11 — 2.35 | 1.30 | — | — | ||||||||||
Balance outstanding, September 30, 2014 | 2,301,270 | $ | 0.11- $2.37 | $ | 1.59 | $ | 402,880 | 2.72 years | |||||||
Exercisable at September 30, 2014 | 230,000 | $ | 0.37 | $ | 0.37 | $ | 151,800 | ||||||||
There were no options granted during the quarter ended September 30, 2014. | |||||||||||||||
As of September 30, 2014, the unrecognized compensation cost related to authorized non-vested stock options outstanding, net of expected forfeitures, was approximately $1.1 million to be recognized over a weighted-average remaining vesting period of approximately 2.4 years. | |||||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2014 | |
Income Taxes | ' |
Income Taxes | ' |
6. Income Taxes | |
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 September 30, 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 September 30, 2014 because no tax returns have yet been filed for the period May 15, 2013 (inception) to September 30, 2014. ContraVir will file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. | |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Derivative Financial Instruments | ' | ||||||||
Derivative Financial Instruments | ' | ||||||||
7. 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. | |||||||||
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. | |||||||||
On August 20, 2014, Contravir, consummated its offer (the “Offer”) to exchange an aggregate 4,742,648 outstanding common stock purchase warrants (the “Warrants”) owned by certain investors in the Company for an aggregate 3,794,118 shares of restricted common stock. The Warrants were exercisable at $0.37 per share. The Company issued the Warrants in a private placement transaction in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). In connection with such transactions, the holders of the Warrants represented that they were “accredited investors.” Similarly, the issuance of the shares of the Company’s common stock in connection with the exchange of the Warrants was exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D. In connection with the Offer, the holders of the Warrants represented that they were “accredited investors.” The Warrants were revalued on August 20, 2014, immediately prior to conversion increasing the liability by $387,898 to $4,863,243 which was recorded on the change in fair value of warrants on the statement of operations. The liability was extinguished when the restricted shares were issued that had a fair value of $4,552,924 (using $1.20 per share, which was the stock price on August 20, 2014) by recording the offset to additional paid in capital. | |||||||||
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 | |||||||||
7/1/14 | Balance of derivative financial instruments liability | 4,742,648 | $ | 4,475,345 | |||||
Fair value of new warrants issued during the quarter | — | $ | — | ||||||
Change in fair value of warrants immediately prior to conversion, recognized as other expense in the statement of operations | — | 387,898 | |||||||
Amounts reclassified to additional paid-in capital | 4,742,648 | $ | (4,863,243 | ) | |||||
9/30/14 | Balance of derivative financial instruments liability | — | $ | — | |||||
ContraVir’s warrants 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 on August 20, 2014 was as follows: | |||||||||
As of August 20, 2014 | |||||||||
Estimated fair value of ContraVir common stock | $ | ||||||||
1.20 | |||||||||
Expected warrant term (years) | 5.46 years | ||||||||
Risk-free interest rate | 1.75% | ||||||||
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. | |||||||||
Due_to_Synergy
Due to Synergy | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Due to Synergy | ' | |||||||
Due to Synergy | ' | |||||||
8. 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. | ||||||||
As of September 30, 2014 and June 30, 2014, the balances due to Synergy on shared services and allocated expenses are comprised of the following amounts: | ||||||||
September 30, 2014 | June 30, 2014 | |||||||
Legal, patent and corporate | $ | — | $ | — | ||||
Salaries and benefits | — | — | ||||||
Financial advisory fees | — | — | ||||||
Insurance | — | — | ||||||
Temporary labor | 1,454 | 1,454 | ||||||
Rent, utilities, and property taxes | 5,474 | 5,474 | ||||||
Other | — | — | ||||||
Total Shared Services | $ | 6,928 | $ | 6,928 | ||||
Loss_per_Share
Loss per Share | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Loss per Share | ' | |||||||
Loss per Share | ' | |||||||
9. 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 | September 30, | |||||||
30, 2014 | 2013 | |||||||
Net loss | $ | (1,470,405 | ) | $ | (182,062 | ) | ||
Weighted average common shares outstanding | 20,211,376 | 9,000,000 | ||||||
Net loss per share of common stock—basic and diluted | $ | (0.07 | ) | $ | (0.02 | ) | ||
The following outstanding securities at September 30, 2014 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | ||||||||
Three months ended | ||||||||
September 30, | September 30, | |||||||
2014 | 2013 | |||||||
Options | 2,301,270 | — | ||||||
Warrants | — | — | ||||||
Total | 2,301,270 | — | ||||||
Subsequent_Event
Subsequent Event | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Subsequent Event. | ' | ||||||||||
Subsequent Event | ' | ||||||||||
10. Subsequent event | |||||||||||
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 shares at $10.00 per share, generating gross proceeds of approximately $9,000,000. The Company has also granted the purchaser of 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 following table sets forth the pro-forma effect on the financial position of the Company had the transaction taken place on September 30, 2014: | |||||||||||
Effect of | |||||||||||
September 30, 2014 | October 14, 2014 | September 30, 2014 | |||||||||
($000’s) except share amounts | As Reported | Series A Preferred | Pro-Forma | ||||||||
Cash | $ | 735 | $ | 9,000 | $ | 9,735 | |||||
Total Assets | $ | 1,005 | $ | 9,000 | $ | 10,005 | |||||
Total Liabilities | $ | 465 | $ | 0 | $ | 465 | |||||
Total stockholders’ equity | 540 | 9,000 | 9,540 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,005 | $ | 9,000 | $ | 10,005 | |||||
Preferred Shares Outstanding | — | 900,000 | 900,000 | ||||||||
Common Shares Outstanding | 22,273,397 | — | 22,273,397 | ||||||||
Basis_of_Presentation_and_Goin1
Basis of Presentation and Going Concern (Policies) | 3 Months Ended | |||
Sep. 30, 2014 | ||||
Basis of Presentation and Going Concern | ' | |||
Basis of Presentation | ' | |||
These unaudited condensed 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, 2014 contained in the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on September 29, 2014. | ||||
Going Concern | ' | |||
Going Concern | ||||
As of September 30, 2014, ContraVir had $735,426 in cash. Net cash used in operating activities was $1,038,536 for the three months ended September 30, 2014. Net loss for the three months ended September 30, 2014 was $1,470,405. As of September 30, 2014, ContraVir had working capital of $428,748. | ||||
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. 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. On September 26, 2014, the Company formally requested the SEC to withdraw the registration statement on Form S-1. | ||||
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, 2014 and June 30, 2014, the amount of cash was approximately $0.7 million and $1.8 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. We have 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 the Company’s 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, accounts 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 were marked to market at the end of each reporting period. See Note 7, Derivative Financial Instruments, for additional information. | ||||
Accounting_for_SharedBased_Pay1
Accounting for Shared-Based Payments (Tables) | 3 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Accounting for Shared-Based Payments | ' | ||||||||||||||
Schedule of stock based compensation expense | ' | ||||||||||||||
Three months | |||||||||||||||
ended | |||||||||||||||
September 30, 2014 | |||||||||||||||
General and administrative | $ | 92,004 | |||||||||||||
Research and development | 20,008 | ||||||||||||||
Total stock based compensation expense | $ | 112,012 | |||||||||||||
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, 2014 | 2,341,270 | $ | 0.11- $2.37 | $ | 1.61 | $ | 633,200 | 2.95 years | |||||||
Granted | — | — | — | — | — | ||||||||||
Exercised | — | — | — | — | — | ||||||||||
Forfeited | 40,000 | 0.11 — 2.35 | 1.30 | — | — | ||||||||||
Balance outstanding, September 30, 2014 | 2,301,270 | $ | 0.11- $2.37 | $ | 1.59 | $ | 402,880 | 2.72 years | |||||||
Exercisable at September 30, 2014 | 230,000 | $ | 0.37 | $ | 0.37 | $ | 151,800 | ||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Derivative Financial Instruments | ' | ||||||||
Schedule of changes in derivative financial instruments liability balance | ' | ||||||||
Date | Description | Warrants | Derivative | ||||||
Instrument | |||||||||
Liability | |||||||||
7/1/14 | Balance of derivative financial instruments liability | 4,742,648 | $ | 4,475,345 | |||||
Fair value of new warrants issued during the quarter | — | $ | — | ||||||
Change in fair value of warrants immediately prior to conversion, recognized as other expense in the statement of operations | — | 387,898 | |||||||
Amounts reclassified to additional paid-in capital | 4,742,648 | $ | (4,863,243 | ) | |||||
9/30/14 | Balance of derivative financial instruments liability | — | $ | — | |||||
Schedule of range of assumptions used to determine fair value of warrants | ' | ||||||||
As of August 20, 2014 | |||||||||
Estimated fair value of ContraVir common stock | $ | ||||||||
1.20 | |||||||||
Expected warrant term (years) | 5.46 years | ||||||||
Risk-free interest rate | 1.75% | ||||||||
Expected volatility | 88% | ||||||||
Dividend yield | — | ||||||||
Due_to_Synergy_Tables
Due to Synergy (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Due to Synergy | ' | |||||||
Schedule of balances due to Synergy on shared services and allocated expenses | ' | |||||||
September 30, 2014 | June 30, 2014 | |||||||
Legal, patent and corporate | $ | — | $ | — | ||||
Salaries and benefits | — | — | ||||||
Financial advisory fees | — | — | ||||||
Insurance | — | — | ||||||
Temporary labor | 1,454 | 1,454 | ||||||
Rent, utilities, and property taxes | 5,474 | 5,474 | ||||||
Other | — | — | ||||||
Total Shared Services | $ | 6,928 | $ | 6,928 | ||||
Loss_per_Share_Tables
Loss per Share (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Loss per Share | ' | |||||||
Schedule of computation of basic and diluted net loss per share | ' | |||||||
Three months ended | ||||||||
September | September 30, | |||||||
30, 2014 | 2013 | |||||||
Net loss | $ | (1,470,405 | ) | $ | (182,062 | ) | ||
Weighted average common shares outstanding | 20,211,376 | 9,000,000 | ||||||
Net loss per share of common stock—basic and diluted | $ | (0.07 | ) | $ | (0.02 | ) | ||
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding | ' | |||||||
Three months ended | ||||||||
September 30, | September 30, | |||||||
2014 | 2013 | |||||||
Options | 2,301,270 | — | ||||||
Warrants | — | — | ||||||
Total | 2,301,270 | — | ||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Subsequent Event. | ' | ||||||||||
Schedule of pro-forma effect on financial position | ' | ||||||||||
Effect of | |||||||||||
September 30, 2014 | October 14, 2014 | September 30, 2014 | |||||||||
($000’s) except share amounts | As Reported | Series A Preferred | Pro-Forma | ||||||||
Cash | $ | 735 | $ | 9,000 | $ | 9,735 | |||||
Total Assets | $ | 1,005 | $ | 9,000 | $ | 10,005 | |||||
Total Liabilities | $ | 465 | $ | 0 | $ | 465 | |||||
Total stockholders’ equity | 540 | 9,000 | 9,540 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,005 | $ | 9,000 | $ | 10,005 | |||||
Preferred Shares Outstanding | — | 900,000 | 900,000 | ||||||||
Common Shares Outstanding | 22,273,397 | — | 22,273,397 | ||||||||
Basis_of_Presentation_and_Goin2
Basis of Presentation and Going Concern (Details) (Synergy, USD $) | 0 Months Ended | |
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 approved for distribution to Synergy's shareholders for each share of common stock held | ' | $0.10 |
Number of shares distributed to Synergy's shareholders for each share of common stock held | 0.0986 | ' |
Basis_of_Presentation_and_Goin3
Basis of Presentation and Going Concern (Details 2) (USD $) | 3 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Going Concern | ' | ' | ' | ' |
Cash | $735,426 | $76,004 | $1,817,757 | $86,716 |
Net cash used in operating activities | 1,038,536 | 110,712 | ' | ' |
Net loss | 1,470,405 | 182,062 | ' | ' |
Change in fair value of derivative instruments-warrants | 387,898 | ' | ' | ' |
Working capital | 428,748 | ' | ' | ' |
Cash | ' | ' | ' | ' |
Cash | $735,426 | $76,004 | $1,817,757 | $86,716 |
Stockholders_Equity_Deficit_De
Stockholder's Equity (Deficit) (Details) (USD $) | 0 Months Ended | 0 Months Ended | |||||
Aug. 20, 2014 | Jun. 30, 2014 | Aug. 20, 2014 | Jun. 30, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | |
Derivative Instrument Liability | Derivative Instrument Liability | February 4, 2014 Securities Purchase Agreement | February 4, 2014 Securities Purchase Agreement | February 4, 2014 Securities Purchase Agreement | |||
Warrants | Warrants | Derivative Instrument Liability | |||||
Warrants | |||||||
Stockholders' Deficit | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from sale of units in a private placement | ' | ' | ' | ' | $3,225,000 | ' | ' |
Expenses related to private placement | ' | ' | ' | ' | 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 | ' | ' | $0.37 | ' |
Derivative liabilities related to Warrants | ' | $4,475,345 | $4,863,246 | $4,475,345 | ' | ' | $879,557 |
Restricted common shares issued in exchange of warrants (in shares) | 3,794,118 | ' | ' | ' | ' | ' | ' |
Accounting_for_SharedBased_Pay2
Accounting for Shared-Based Payments (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | |
Accounting for Shared-Based Payments | ' | ' | ' |
Excess tax benefits recognized (in dollars) | $0 | ' | ' |
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) | 841,270 | ' | ' |
Total share-based payment liability | 69,274 | ' | ' |
Stock based compensation expense | ' | ' | ' |
Total stock based compensation expense (in dollars) | 112,012 | 0 | ' |
General and administrative | ' | ' | ' |
Stock based compensation expense | ' | ' | ' |
Total stock based compensation expense (in dollars) | 92,004 | ' | ' |
Research and development | ' | ' | ' |
Stock based compensation expense | ' | ' | ' |
Total stock based compensation expense (in dollars) | 20,008 | ' | ' |
Stock options | ' | ' | ' |
Accounting for Shared-Based Payments | ' | ' | ' |
Vesting period for stock options granted under the Plan | '3 years | ' | ' |
Contractual term of stock options | '10 years | ' | ' |
Number of Options | ' | ' | ' |
Balance outstanding at the beginning of the period (in shares) | 2,341,270 | ' | ' |
Granted (in shares) | ' | 0 | ' |
Forfeited (in shares) | 40,000 | ' | ' |
Balance outstanding at the end of the period (in shares) | 2,301,270 | ' | 2,341,270 |
Exercisable at the end of the period | 230,000 | ' | ' |
Exercise Price Per Share | ' | ' | ' |
Exercisable at the end of the period | $0.37 | ' | ' |
Weighted Average Exercise Price Per Share | ' | ' | ' |
Balance outstanding at the beginning of the period (in dollars per share) | $1.61 | ' | ' |
Forfeited (in dollars per share) | $1.30 | ' | ' |
Balance outstanding at the end of the period (in dollars per share) | $1.59 | ' | $1.61 |
Exercisable at the end of the period | $0.37 | ' | ' |
Intrinsic Value | ' | ' | ' |
Balance outstanding at the beginning of the period (in dollars) | 633,200 | ' | ' |
Balance outstanding at the end of the period (in dollars) | 402,880 | ' | 633,200 |
Exercisable at the end of the period | 151,800 | ' | ' |
Weighted Average Remaining Contractual Term (in years) | ' | ' | ' |
Balance outstanding at the beginning of the period | '2 years 8 months 19 days | ' | '2 years 11 months 12 days |
Balance outstanding at the end of the period | '2 years 8 months 19 days | ' | '2 years 11 months 12 days |
Unrecognized compensation cost related to non-vested stock options outstanding | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock (in dollars) | $1,100,000 | ' | ' |
Weighted average remaining vesting period over which unrecognized compensation is expected to be recognized | '2 years 4 months 24 days | ' | ' |
Stock options | Minimum | ' | ' | ' |
Exercise Price Per Share | ' | ' | ' |
Balance outstanding at the beginning of the period (in dollars per share) | $0.11 | ' | $0.11 |
Forfeited (in dollars per share) | $0.11 | ' | ' |
Balance outstanding at the end of the period (in dollars per share) | $0.11 | ' | $0.11 |
Stock options | Maximum | ' | ' | ' |
Exercise Price Per Share | ' | ' | ' |
Balance outstanding at the beginning of the period (in dollars per share) | $2.37 | ' | $2.37 |
Forfeited (in dollars per share) | $2.35 | ' | ' |
Balance outstanding at the end of the period (in dollars per share) | $2.37 | ' | $2.37 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended |
Sep. 30, 2014 | |
Income Taxes | ' |
Income tax benefits | $0 |
Amount of uncertain tax positions | $0 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Aug. 20, 2014 | Sep. 30, 2014 | Aug. 20, 2014 | |
Derivative financial instruments liability | ' | ' | ' |
Restricted common shares issued in exchange of warrants (in shares) | 3,794,118 | ' | ' |
Fair value of restricted stock | ' | ' | $4,552,924 |
Share Price | ' | ' | $1.20 |
Components of changes in derivative financial instruments liability | ' | ' | ' |
Balance at the beginning of the period | ' | 4,475,345 | ' |
Change in fair value of warrants during the period recognized as other expense in the statement of operations | ' | 387,898 | ' |
Derivative Instrument Liability | Warrants | ' | ' | ' |
Derivative financial instruments liability | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | $0.37 |
Share Price | ' | ' | $1.20 |
Components of changes in derivative financial instruments liability | ' | ' | ' |
Balance at the beginning of the period (in shares) | 4,742,648 | 4,742,648 | ' |
Balance at the beginning of the period | 4,863,246 | 4,475,345 | ' |
Change in fair value of warrants during the period recognized as other expense in the statement of operations | 387,898 | 387,898 | ' |
Amounts reclassified to additional paid-in capital (in shares) | ' | 4,742,648 | ' |
Amounts reclassified to additional paid-in capital | ' | ($4,863,243) | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details 2) (USD $) | 0 Months Ended | |
Aug. 20, 2014 | Aug. 20, 2014 | |
Range of assumptions used to determine the fair value of the warrants | ' | ' |
Estimated fair value of ContraVir common stock (in dollars per share) | $1.20 | $1.20 |
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) | ' | $1.20 |
Expected warrant term (years) | '5 years 5 months 16 days | ' |
Risk-free interest rate (as a percent) | 1.75% | ' |
Expected volatility (as a percent) | 88.00% | ' |
Due_to_Synergy_Details
Due to Synergy (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Due to Synergy | ' | ' |
Total Shared Services | $6,928 | $6,928 |
Synergy | ' | ' |
Due to Synergy | ' | ' |
Total Shared Services | 6,928 | 6,928 |
Synergy | Temporary labor | ' | ' |
Due to Synergy | ' | ' |
Total Shared Services | 1,454 | 1,454 |
Synergy | Rent, utilities, and property taxes | ' | ' |
Due to Synergy | ' | ' |
Total Shared Services | $5,474 | $5,474 |
Loss_per_Share_Details
Loss per Share (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Loss per Share | ' | ' |
Net loss | ($1,470,405) | ($182,062) |
Weighted average common shares outstanding (in shares) | 20,211,376 | 9,000,000 |
Net loss per share of common stock-basic and diluted (in dollars per share) | ($0.07) | ($0.02) |
Securities excluded from the computation of diluted weighted shares outstanding | ' | ' |
Anti-dilutive securities (in shares) | 2,301,270 | ' |
Stock options | ' | ' |
Securities excluded from the computation of diluted weighted shares outstanding | ' | ' |
Anti-dilutive securities (in shares) | 2,301,270 | ' |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 14, 2014 | Oct. 14, 2014 |
As Reported | Effect of October 14, 2014 Series A Preferred | Pro-Forma | Subsequent Event | Subsequent Event | |||||
Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | ||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | 0 | 0 | ' | ' | ' | ' | ' | ' | 900,000 |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $10 | ' |
Gross proceeds from sale of stock | ' | ' | ' | ' | ' | ' | ' | $9,000,000 | ' |
Additional number of shares available for purchase by the underwriters | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 |
Financial position | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | 735,426 | 1,817,757 | 76,004 | 86,716 | 735,000 | 9,000,000 | 9,735,000 | ' | ' |
Total Assets | 1,004,571 | 2,000,904 | ' | ' | 1,005,000 | 9,000,000 | 1,005,000 | ' | ' |
Total Liabilities | 464,697 | 4,934,084 | ' | ' | 465,000 | 0 | 465,000 | ' | ' |
Total stockholder's equity | 539,874 | -2,933,180 | ' | ' | 540,000 | 9,000,000 | 9,540,000 | ' | ' |
Total Liabilities and Stockholders' Equity (Deficit) | $1,004,571 | $2,000,904 | ' | ' | $1,005,000 | $9,000,000 | $10,005,000 | ' | ' |
Preferred Shares Outstanding | 0 | 0 | ' | ' | ' | 900,000 | 900,000 | ' | ' |
Common Shares Outstanding | 22,237,397 | 18,479,279 | ' | ' | 22,273,397 | ' | 22,273,397 | ' | ' |