Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | ContraVir Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,583,771 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
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 | 27,295,063 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Current Assets: | ||
Cash | $ 1,791,112 | $ 4,563,165 |
Prepaid expenses | 928,776 | 681,249 |
Total Current Assets | 2,719,888 | 5,244,414 |
Property and equipment, net | 82,722 | 81,441 |
Other assets | 51,344 | 51,344 |
Total Assets | 2,853,954 | 5,377,199 |
Current Liabilities: | ||
Accounts payable | 3,195,672 | 1,481,393 |
Accrued expenses | 1,019,364 | 456,722 |
Total Current Liabilities | 4,215,036 | 1,938,115 |
Total Liabilities | 4,215,036 | 1,938,115 |
Stockholders' Equity (Deficit): | ||
Common stock, par value of $.0001 per share. Authorized 120,000,000 shares, issued and outstanding 22,295,063 and 22,276,730 shares at September 30, 2015 and June 30, 2015, respectively | 2,230 | 2,228 |
Additional paid-in capital | 17,394,987 | 17,350,713 |
Accumulated deficit | (32,458,299) | (27,613,857) |
Total Stockholders' Equity (Deficit) | (1,361,082) | 3,439,084 |
Total Liabilities and Stockholders' Equity | $ 2,853,954 | $ 5,377,199 |
Convertible preferred stock | ||
Stockholders' Equity (Deficit): | ||
Convertible preferred stock | ||
Series A convertible preferred stock | ||
Stockholders' Equity (Deficit): | ||
Convertible preferred stock | $ 12,500,000 | $ 12,500,000 |
Series B convertible preferred stock | ||
Stockholders' Equity (Deficit): | ||
Convertible preferred stock | $ 1,200,000 | $ 1,200,000 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Jun. 30, 2015 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 22,295,063 | 22,276,730 |
Common stock, shares outstanding | 22,295,063 | 22,276,730 |
Convertible preferred stock | ||
Convertible preferred stock, par/stated value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Series A convertible preferred stock | ||
Convertible preferred stock, par/stated value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, shares issued | 1,250,000 | 1,250,000 |
Convertible preferred stock, shares outstanding | 1,250,000 | 1,250,000 |
Series B convertible preferred stock | ||
Convertible preferred stock, par/stated value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, shares issued | 120,000 | 120,000 |
Convertible preferred stock, shares outstanding | 120,000 | 120,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Costs and Expenses: | ||
Research and development | $ 3,765,715 | $ 384,057 |
General and administrative | 1,078,727 | 698,450 |
Loss from Operations | (4,844,442) | (1,082,507) |
Change in fair value of derivative instruments-warrants | (387,898) | |
Net loss | $ (4,844,442) | $ (1,470,405) |
Weighted Average Common Shares Outstanding | ||
Basic and Diluted (in shares) | 22,289,647 | 20,211,376 |
Net Loss per Common Share | ||
Basic and Diluted (in dollars per share) | $ (0.22) | $ (0.07) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Sep. 30, 2015 - USD ($) | Series A convertible preferred stockPreferred Stock | Series B convertible preferred stockPreferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2015 | $ 12,500,000 | $ 1,200,000 | $ 2,228 | $ 17,350,713 | $ (27,613,857) | $ 3,439,084 |
Balance (in shares) at Jun. 30, 2015 | 1,250,000 | 120,000 | 22,276,730 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock based compensation expense | 10,909 | 10,909 | ||||
Exercise of stock options | $ 2 | 33,365 | 33,367 | |||
Exercise of stock options (in shares) | 18,333 | |||||
Net loss | (4,844,442) | (4,844,442) | ||||
Balance at Sep. 30, 2015 | $ 12,500,000 | $ 1,200,000 | $ 2,230 | $ 17,394,987 | $ (32,458,299) | $ (1,361,082) |
Balance (in shares) at Sep. 30, 2015 | 1,250,000 | 120,000 | 22,295,063 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,844,442) | $ (1,470,405) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation expense | 10,909 | 112,012 |
Change in fair value of derivative instruments-warrants | 387,898 | |
Depreciation expense | 5,322 | 2,739 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expense | 2,276,921 | (25,838) |
Prepaid expenses and other assets | (247,525) | (44,942) |
Total adjustments | 2,045,627 | 431,869 |
Net Cash used In Operating Activities | (2,798,815) | (1,038,536) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (6,603) | (43,795) |
Net Cash Used In Investing Activities | (6,603) | (43,795) |
Cash Flows From Financing Activities: | ||
Issuance of common stock via stock option exercise | 33,365 | |
Net cash provided by Financing Activities | 33,365 | |
Net decrease in cash | (2,772,053) | (1,082,331) |
Cash at beginning of period | 4,563,165 | 1,817,757 |
Cash at end of period | $ 1,791,112 | $ 735,426 |
Business Overview
Business Overview | 3 Months Ended |
Sep. 30, 2015 | |
Business Overview | |
Business Overview | 1. Business Overview ContraVir Pharmaceuticals Inc. (“ContraVir” or the “Company”) is a biopharmaceutical company focused primarily on the clinical development of FV-100 to treat herpes zoster (HZ), or shingles, which is an infection caused by the reactivation of varicella zoster virus (VZV) or “chickenpox”, and CMX157 to treat Hepatitis B (HBV). |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Sep. 30, 2015 | |
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, 2015 contained in the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on September 25, 2015. Going Concern As of September 30, 2015, ContraVir had $1.8 million in cash. Net cash used in operating activities was $2.8 for the three months ended September 30, 2015. Net loss for the three months ended September 30, 2015 was $4.8 million. As of September 30, 2015, ContraVir had negative working capital of $1.5 million. These unaudited financial statements have been prepared under the assumption that the Company will continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available to attain further operating efficiencies and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. 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, 2015 and June 30, 2015, the amount of cash was approximately $1.8 million and $4.6 million, respectively, consisting of checking accounts held at U.S. commercial banks. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced losses related to these balances. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect 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 and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature. Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development, (“ASC 730”). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. ContraVir does not currently have any commercial biopharmaceutical products, and does not expect to have such for several years if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that ContraVir has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At September 30, 2015, ContraVir had prepaid research and development costs of $670,962. There were no prepaid research and development costs as of September 30, 2014. Share-based payments ASC Topic 718 “Compensation—Stock Compensation” (“ASC 718”) requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Generally, the Company issues stock options with only service based vesting conditions and records the expense for these awards using the straight-line method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. ContraVir has a limited trading history in its common stock and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for stock options issued to non-employees in accordance with ASC Topic 505-50 “Equity-Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. ASC 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as cash inflows from financing activities and cash outflows from operating activities. Due to ContraVir’s accumulated deficit position, no excess tax benefits have been recognized. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2015 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about: · Contracts with customers —including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations). · Significant judgments and changes in judgments —determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations. · Certain assets —assets recognized from the costs to obtain or fulfill a contract. In July 2015, the FASB delayed the effective date of this guidance. As a result, this guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Although the Company currently does not have any revenues, it is evaluating the impact that this guidance will have on its results of operations, financial position and cash flows. |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) and Derivative Liability | 3 Months Ended |
Sep. 30, 2015 | |
Stockholder's Equity (Deficit) and Derivative Liability | |
Stockholder's Equity (Deficit) and Derivative Liability | 4. Stockholder’s Equity (Deficit) and Derivative Liability Controlled Equity Offering Sales Agreement On March 9, 2015, the Company entered into a Controlled Equity Offering Sales Agreement (the “Agreement”), with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may offer and sell, from time to time, through Cantor shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), up to an aggregate offering price of $50.0 million. The Company intends to use the net proceeds from these sales to fund research and development activities, including the Phase 3 clinical trial of FV-100, and for working capital and other general corporate purposes, and possible acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated. Under the Agreement, Cantor may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The NASDAQ Capital Market, on any other existing trading market for the Shares or to or through a market maker. In addition, under the Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the Shares under the Agreement. The offering of Shares pursuant to the Agreement will terminate upon the earlier of (1) the sale of all of the Shares subject to the Agreement or (2) the termination of the Agreement by Cantor or the Company. ContraVir will pay Cantor a commission of up to 3.0% of the gross sales price per share sold and has agreed to provide Cantor with customary indemnification and contribution rights. As of September 30, 2015, the Company has not made any sales under the Agreement. Warrants On February 4, 2014, ContraVir entered into a securities purchase agreement with accredited investors for 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 common stock and one warrant to purchase an additional one half share of the Company’s common stock. The purchase price paid by the investors was $0.34 for each unit. The warrants expire after six years and are exercisable at $0.37 per share. Based upon the criteria contained in ASC Topic 815-40, the Company has determined that the warrants issued in connection with this financing transaction must be recorded as derivative liabilities upon issuance and marked to market on a quarterly basis in the Company’s statement of operations. Upon the issuance of these warrants the fair value of $879,557 was recorded as derivative liability warrants. 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 the February 4, 2014 investors in the Company for an aggregate 3,794,118 shares of restricted common stock. 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 in the change in fair value of derivative instruments- 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 derivative financial instruments liability balance for the periods indicated: Date Description Warrants Derivative Instrument Liability 2/4/2014 Issuance of warrants $ Change in fair value of warrants through June 30, 2014 — 6/30/2014 Balance of derivative financial instruments liability Change in fair value of warrants immediately prior to conversion, recognized as change in fair value of derivative instruments - warrants in the statement of operations — Amounts reclassified to additional paid in capital ) ) 9/30/2014 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 on August 20, 2014 was as follows: August 20, 2014 Estimated fair value of ContraVir common stock $ Expected warrant term (years) 5.46 years Risk-free interest rate Expected volatility Dividend yield — In the Binomial model, the assumption for estimated fair value of the stock was 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 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 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment , (“SAB No. 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. |
Accounting for Share-Based Paym
Accounting for Share-Based Payments | 3 Months Ended |
Sep. 30, 2015 | |
Accounting for Share-Based Payments | |
Accounting for Share-Based Payments | 5. Accounting for Share-Based Payments On June 3, 2013, ContraVir adopted the 2013 Equity Incentive Plan (the “Plan”). Stock options granted under the Plan typically will vest after three years of continuous service from the grant date and will have a contractual term of ten years. ContraVir has reserved 6,500,000 shares of common stock issuable pursuant to the Plan. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. For the three months ended September 30, 2015 and 2014, ContraVir recorded the following stock based compensation expense: Three months ended September 30, 2015 Three months ended September 30, 2014 General and administrative $ $ Research and development ) Total stock-based compensation expense $ $ A summary of stock option activity and of changes in stock options outstanding under the Plan for the three months ended September 30, 2015 is presented below: Number of Options Exercise Price Per Share Weighted Average Exercise Price Per Share Intrinsic Value Weighted Average Remaining Contractual Term Balance outstanding, July 1, 2015 $0.11 - $3.83 $ $ 9.04 years Granted $5.11 Exercised ) $0.11 - $2.20 Forfeited — — — Balance outstanding, September 30, 2015 $0.11 - $3.83 $ $ 8.79 years Exercisable at September 30, 2015 $0.11 - $2.37 $ $ 8.40 years The weighted-average grant-date fair value of options granted to employees during the three months ended September 30, 2015 was $3.40. No options were granted during the three months ended September 30, 2014. No shares vested during the three months ended September 30, 2015 and 2014. Included within the above table are 951,334 non-employee options outstanding as of September 30, 2015, of which 545,000 are unvested as of September 30, 2015 and therefore subject to remeasurement. The remeasurement impact in the current quarter was negative due to decreases in stock price, which resulted in a decrease in the fair value. The aggregate intrinsic value of stock options in the tables above is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of September 30, 2015, the unrecognized compensation cost related to non-vested stock options outstanding, net of expected forfeitures, was approximately $2.7 million to be recognized over a weighted-average remaining vesting period of approximately 2.75 years. The following weighted-average assumptions were used in the Black-Scholes valuation model to estimate fair value of stock option awards to employees during the three months ended September 30, 2015. No stock options were granted during the three months ended September 30, 2014. Three months ended September 30, 2014 Stock price $5.11 Risk-free interest rate 1.71% Dividend yield — Expected volatility 76% Expected term (in years) 6 years Risk-free interest rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of the Company’s stock options. Dividend yield —ContraVir has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility —Because ContraVir has a limited trading history in its common stock, the Company based expected volatility on that of comparable public development stage biotechnology companies. Expected term —The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in SAB No. 107. Options are considered to be “plain vanilla” if they have the following basic characteristics: (i) granted “at-the-money”; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable. In December 2007, the SEC issued SAB No. 110, Share-Based Payment , (“SAB No. 110”). SAB No. 110 was effective January 1, 2008 and expresses the views of the Staff of the SEC with respect to extending the use of the simplified method, as discussed in SAB No. 107, in developing an estimate of the expected term of “plain vanilla” share options in accordance with ASC 718. The Company will use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB No. 107, as amended by SAB No. 110. For the expected term, the Company has “plain-vanilla” stock options, and therefore used a simple average of the vesting period and the contractual term for options granted as permitted by SAB No. 107. Forfeitures —ASC 718 requires forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates. Due to its limited history of issuing stock options as a standalone company, ContraVir estimated future unvested option forfeitures based on the historical experience of its former parent and is using a comparable 10% rate. |
Loss per Share
Loss per Share | 3 Months Ended |
Sep. 30, 2015 | |
Loss per Share | |
Loss per Share | 6 . Loss per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share , (“ASC Topic 260”) for all periods presented. In accordance with ASC Topic 260, basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three months ended September 30, 2015 September 30, 2014 Net loss $ ) $ ) Weighted average common shares outstanding Net loss per share of common stock—basic and diluted $ ) $ ) Stock options outstanding at September 30, 2015 and 2014 of 4,109,412 and 2,301,270, respectively, have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies License Agreement with Chimerix, Inc. On December 17, 2014, the Company entered into an exclusive license agreement with Chimerix pursuant to which the Company has licensed CMX157 from Chimerix for further clinical development and commercialization. CMX157 is a highly potent analog of the antiviral drug tenofovir DF (Viread®). Under the terms of the agreement, ContraVir licensed CMX157 from Chimerix in exchange for an upfront payment consisting of 120,000 shares of ContraVir Series B Convertible Preferred Stock. In addition, Chimerix is eligible to receive up to approximately $20 million in clinical, regulatory and initial commercial milestone payments in the United States and Europe, as well as royalties and additional milestone payments based on commercial sales in those territories. Either party may terminate the License Agreement upon the occurrence of a material breach by the other party (subject to standard cure periods), or upon certain events involving the bankruptcy or insolvency of the other party. The Company may also terminate the License Agreement without cause on a country by country basis upon sixty days’ prior written notice to Chimerix. The fair value of the Preferred B shares exchanged for the license was determined to be equal to the amount paid per share of the Series A, as the provision of the Preferred B shares were the same as the Preferred A Shares, based on an arm’s length transaction. Therefore, the fair value of the Preferred B shares issued was $10 per share or $1.2 million. The cost of the license was classified as a research and development expense in the amount of $1.2 million as the compound is early stage, has not yet reached technological feasibility and has no alternative use. License Agreement with University College Cardiff Consultants Limited (“Cardiff”) On June 10, 2013, the Company and Synergy entered into a Contribution Agreement, as amended and restated on August 5, 2013, or the Contribution Agreement, to transfer to the Company the FV-100 assets, in exchange for the issuance to Synergy of 9,000,000 shares of the Company’s common stock representing 100% of the outstanding shares of the Company’s common stock as of immediately following such issuance. Pursuant to the Contribution Agreement, Synergy transferred ownership of all intellectual property rights acquired from Bristol-Myers Squibb (“BMS”) including all historical research, clinical study protocols, data, results and patents related to the FV-100 assets as well as assumed the obligations of Synergy, including all liabilities of Synergy, under the asset purchase agreement, dated August 17, 2012, by and between Synergy and BMS, or the BMS Agreement. The FV-100 assets acquired from BMS are licensed from Cardiff pursuant to the terms of that certain Patent and Technology License Agreement, dated as of February 2, 2005, between Cardiff and CRI, an entity with no prior relationship with us, as amended March 27, 2007, or the Cardiff Agreement. The Cardiff Agreement shall remain in full force and effect until the date upon which the last of the last patent or the last continuation or extension to any patents within the Patent Rights (as defined in the Cardiff Agreement) expires. Any milestone and/or royalty payment under the Cardiff Agreement shall be payable for as long as the Cardiff Agreement is in effect. The Cardiff Agreement may be terminated in its entirety, for among other reasons and in the following manner as set forth below: (a) automatically by Cardiff, if we become bankrupt or insolvent and/or if our business shall be placed in the hands of a receiver, assignee, or trustee; (b) upon ninety (90) calendar days written notice from Cardiff, if we breach or default (i) on the payment or report obligations or use of name obligations or (ii) on any other obligation under the Cardiff Agreement, subject to a ninety (90) calendar-day cure period; (c) if we have defaulted or been in excess of one (1) month late on its payment obligations pursuant to the terms of the Cardiff Agreement on any two (2) occasions in a twelve (12) month period, subject to a cure period; (d) upon one hundred twenty (120) calendar days written notice from us if any particular patent or patents included in Patent Rights and which account for at least thirty (30%) percent of the total royalty to Cardiff, is or are irrevocably adjudicated to be invalid; or (e) upon ninety (90) calendar days written notice from us if Cardiff is in breach of Section 11.1 (Confidential Information and Publication) unless, before the end of the such ninety (90) calendar-day notice period, Cardiff has cured the default or breach to our reasonable satisfaction and so notifies us, stating the manner of the cure. The terms of the Cardiff Agreement provided in consideration for a license of all of Cardiff’s rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques related to the FV-100 Assets, or the Patent Rights. The Cardiff Agreement provided for an initial base payment of $270,000, which has previously been paid by CRI, subsequent milestone payments covering (i) initiation of a clinical trial at each phase, (ii) marketing (FDA) approval and (iii) on achieving the milestone of aggregate net sales in three different tiers, as well as a low single digit royalty based on net sales. The total aggregate amount of milestone payments that could be payable to Cardiff by the Company under the Cardiff Agreement is equal to $400,000 as follows: Milestone payments upon occurrence of the following events: · Upon initiation of a Phase 3 clinical trial for a licensed product, $150,000 · Upon approval of the first NDA for any licensed product, $250,000 The terms of the BMS Agreement provided for an initial base payment of $1 million, subsequent milestone payments of $3 million and $6 million, respectively, covering (i) marketing (FDA) approval and (ii) on achieving the milestone of aggregate net sales equal to or greater than $125 million, as well as a single digit royalty based on net sales. The total aggregate amount of milestone payments that could be payable to BMS under the BMS Agreement is equal to $9 million. The duration of any milestone payment obligation owed to BMS shall continue until the earliest of (i) payment, in full, of all milestone payments as required under the BMS Agreement, (ii) our determination using commercially reasonable standards consistent with the exercise of prudent scientific and business judgment and consistent with those standards used by us for its other therapeutic products at a similar stage of development and with similar commercial potential, to terminate the development of the FV-100 assets, and (iii) the tenth (10th) anniversary of the date of the BMS Agreement, The duration of any royalty payment obligation to BMS shall commence on the date of the first commercial sale of the FV-100 assets in a country until the expiration of any claim of an issued and unexpired patent which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction of any of our patents or any other patent covering the use or sale of the FV-100 assets in such country. The transactions contemplated by the BMS Agreement closed on August 17, 2012 and neither party can terminate the remaining obligations owed under the BMS Agreement. No milestone payments have been made under this agreement. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Sep. 30, 2015 | |
Subsequent event | |
Subsequent event | 8. Subsequent event On October 7, 2015, ContraVir entered into an underwriting agreement related to the public offering and sale of 5,000,000 shares of common stock and warrants to purchase up to 3,000,000 shares of common stock, at a fixed combined price to the public of $3.00 under the Company’s current shelf registration statement on Forms S-3. The shares of common stock and warrants were issued separately on October 13, 2015. The warrants are immediately exercisable and will be exercisable for a period of five years from the date of issuance at an exercise price of $4.25 per share. There is not nor is there expected to be any trading market for the warrants issued in the offering contemplated by the Underwriting Agreement. The Company has also granted the Underwriters a 45-day option to purchase up to an additional 750,000 additional shares of common stock and additional warrants to purchase up to 450,000 shares of common stock at $3.00, which has not yet been exercised as of the date of this filing. The gross proceeds to the Company were $15,000,000, before deducting the underwriting discount and other estimated offering expenses payable by the Company and assuming no exercise of the overallotment option. If the warrants are exercised in full, ContraVir will receive additional proceeds of approximately $12,750,000, assuming no exercise of the overallotment option. ContraVir is is evaluating the accounting for the warrants under ASC Topic 480, Distinguishing Liabilities from Equity , as well as ASC Topic 815, Derivatives and Hedging . |
Basis of Presentation and Goi15
Basis of Presentation and Going Concern (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation and Going Concern | |
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, 2015 contained in the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on September 25, 2015. Going Concern As of September 30, 2015, ContraVir had $1.8 million in cash. Net cash used in operating activities was $2.8 for the three months ended September 30, 2015. Net loss for the three months ended September 30, 2015 was $4.8 million. As of September 30, 2015, ContraVir had negative working capital of $1.5 million. These unaudited financial statements have been prepared under the assumption that the Company will continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available to attain further operating efficiencies and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. |
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, 2015 and June 30, 2015, the amount of cash was approximately $1.8 million and $4.6 million, respectively, consisting of checking accounts held at U.S. commercial banks. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced losses related to these balances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect 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 and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature. |
Research and Development | Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development, (“ASC 730”). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. ContraVir does not currently have any commercial biopharmaceutical products, and does not expect to have such for several years if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that ContraVir has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At September 30, 2015, ContraVir had prepaid research and development costs of $670,962. There were no prepaid research and development costs as of September 30, 2014. |
Share-based payments | Share-based payments ASC Topic 718 “Compensation—Stock Compensation” (“ASC 718”) requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Generally, the Company issues stock options with only service based vesting conditions and records the expense for these awards using the straight-line method. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. ContraVir has a limited trading history in its common stock and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for stock options issued to non-employees in accordance with ASC Topic 505-50 “Equity-Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. ASC 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as cash inflows from financing activities and cash outflows from operating activities. Due to ContraVir’s accumulated deficit position, no excess tax benefits have been recognized. |
Stockholder's Equity (Deficit16
Stockholder's Equity (Deficit) and Derivative Liability (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Stockholder's Equity (Deficit) and Derivative Liability | |
Schedule of changes in derivative financial instruments liability balance | Date Description Warrants Derivative Instrument Liability 2/4/2014 Issuance of warrants $ Change in fair value of warrants through June 30, 2014 — 6/30/2014 Balance of derivative financial instruments liability Change in fair value of warrants immediately prior to conversion, recognized as change in fair value of derivative instruments - warrants in the statement of operations — Amounts reclassified to additional paid in capital ) ) 9/30/2014 Balance of derivative financial instruments liability — $ — |
Schedule of range of assumptions used to determine fair value of warrants | August 20, 2014 Estimated fair value of ContraVir common stock $ Expected warrant term (years) 5.46 years Risk-free interest rate Expected volatility Dividend yield — |
Accounting for Share-Based Pa17
Accounting for Share-Based Payments (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting for Share-Based Payments | |
Schedule of stock based compensation expense | Three months ended September 30, 2015 Three months ended September 30, 2014 General and administrative $ $ Research and development ) Total stock-based compensation expense $ $ |
Summary of stock option activity and of changes in stock options outstanding under the Plan | Number of Options Exercise Price Per Share Weighted Average Exercise Price Per Share Intrinsic Value Weighted Average Remaining Contractual Term Balance outstanding, July 1, 2015 $0.11 - $3.83 $ $ 9.04 years Granted $5.11 Exercised ) $0.11 - $2.20 Forfeited — — — Balance outstanding, September 30, 2015 $0.11 - $3.83 $ $ 8.79 years Exercisable at September 30, 2015 $0.11 - $2.37 $ $ 8.40 years |
Schedule of weighted-average assumptions used to estimate fair value of stock option awards | Three months ended September 30, 2014 Stock price $5.11 Risk-free interest rate 1.71% Dividend yield — Expected volatility 76% Expected term (in years) 6 years |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Loss per Share | |
Schedule of computation of basic and diluted net loss per share | Three months ended September 30, 2015 September 30, 2014 Net loss $ ) $ ) Weighted average common shares outstanding Net loss per share of common stock—basic and diluted $ ) $ ) |
Basis of Presentation and Goi19
Basis of Presentation and Going Concern (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Going Concern | ||||
Cash | $ 1,791,112 | $ 735,426 | $ 4,563,165 | $ 1,817,757 |
Net cash used in operating activities | 2,798,815 | 1,038,536 | ||
Net loss | 4,844,442 | 1,470,405 | ||
Negative working capital | 1,500,000 | |||
Cash | ||||
Cash | 1,791,112 | 735,426 | $ 4,563,165 | $ 1,817,757 |
Research and Development | ||||
Prepaid research and development costs | 670,962 | 0 | ||
Share-based payments | ||||
Excess tax benefits recognized (in dollars) | $ 0 | $ 0 |
Stockholder's Equity (Deficit20
Stockholder's Equity (Deficit) and Derivative Liability (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2015 | Sep. 30, 2015 | Jun. 30, 2015 |
Controlled Equity Offering Sales Agreement | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Controlled Equity Offering Sales Agreement | |||
Controlled Equity Offering Sales Agreement | |||
Maximum aggregate offering price | $ 50 | ||
Selling agent fee as a percentage of gross sales price per share sold | 3.00% |
Stockholder's Equity (Deficit21
Stockholder's Equity (Deficit) and Derivative Liability (Details 2) | Aug. 20, 2014USD ($)$ / sharesshares | Feb. 04, 2014USD ($)$ / shares$ / itemshares | Sep. 30, 2014USD ($)shares |
Warrants | |||
Change in fair value of derivative instruments-warrants | $ 387,898 | ||
Fair value of restricted stock | $ 4,552,924 | ||
Common Stock | |||
Warrants | |||
Restricted common shares issued in exchange of warrants (in shares) | shares | 3,794,118 | ||
Share price (in dollars per share) | $ / shares | $ 1.20 | ||
Warrants | |||
Warrants | |||
Derivative financial instruments, at estimated fair value-warrants | $ 4,863,243 | ||
Number of warrants converted | shares | 4,742,648 | 4,742,648 | |
Change in fair value of derivative instruments-warrants | $ 387,898 | ||
Share price (in dollars per share) | $ / shares | $ 1.20 | ||
February 4, 2014 Securities Purchase Agreement | |||
Warrants | |||
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) | shares | 9,485,294 | ||
Number of shares included in each unit | shares | 1 | ||
Number of warrants included in each unit (in shares) | shares | 1 | ||
Number of shares called by warrant | shares | 0.5 | ||
Purchase price (in dollars per unit) | $ / item | 0.34 | ||
Expiration term of warrant | 6 years | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.37 | ||
February 4, 2014 Securities Purchase Agreement | Warrants | |||
Warrants | |||
Derivative financial instruments, at estimated fair value-warrants | $ 879,557 |
Stockholder's Equity (Deficit22
Stockholder's Equity (Deficit) and Derivative Liability (Details 3) - Warrants - USD ($) | Aug. 20, 2014 | Feb. 04, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Components of changes in derivative financial instruments liability | ||||
Issuance of warrants (in shares) | 4,742,648 | |||
Issuance of warrants | $ 879,557 | |||
Balance at the beginning of the period (in shares) | 4,742,648 | |||
Balance at the beginning of the period | $ 4,475,345 | |||
Change in fair value of warrants immediately prior to conversion, recognized as change in fair value of derivative instruments-warrants in the statement of operations | $ 387,898 | $ 3,595,788 | ||
Amounts reclassified to additional paid-in capital (in shares) | (4,742,648) | (4,742,648) | ||
Amounts reclassified to additional paid-in capital | $ (4,863,243) | |||
Balance at end of period (in shares) | 4,742,648 | |||
Balance at end of period | $ 4,475,345 |
Stockholder's Equity (Deficit23
Stockholder's Equity (Deficit) and Derivative Liability (Details 4) - Warrants | Aug. 20, 2014$ / shares |
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% |
Accounting for Share-Based Pa24
Accounting for Share-Based Payments (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting for Shared-Based Payments | ||
Number of shares of common stock reserved for issuance, pursuant to the Plan | 6,500,000 | |
Stock based compensation expense | ||
Total stock-based compensation expense (in dollars) | $ 10,909 | $ 112,012 |
General and administrative | ||
Stock based compensation expense | ||
Total stock-based compensation expense (in dollars) | 123,643 | 92,004 |
Research and development | ||
Stock based compensation expense | ||
Total stock-based compensation expense (in dollars) | $ (112,734) | $ 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 |
Accounting for Share-Based Pa25
Accounting for Share-Based Payments (Detail 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Stock options | |||
Number of Options | |||
Granted (in shares) | 0 | ||
Share-based payments | |||
Vested in period (in shares) | 0 | 0 | |
Unrecognized compensation cost related to non-vested stock options outstanding | |||
Unrecognized compensation cost related to non-vested stock (in dollars) | $ 2,700,000 | ||
Weighted average remaining vesting period over which unrecognized compensation is expected to be recognized | 2 years 9 months | ||
Stock options | Exercise Price Per Share $0.11 - $3.83 | |||
Number of Options | |||
Balance outstanding at the beginning of the period (in shares) | 4,117,745 | ||
Balance outstanding at the end of the period (in shares) | 4,109,412 | 4,117,745 | |
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 0.11 | $ 0.11 | |
Exercise price, high end of the range (in dollars per share) | 3.83 | 3.83 | |
Weighted Average Exercise Price Per Share | |||
Balance outstanding at the beginning of the period (in dollars per share) | 1.76 | ||
Balance outstanding at the end of the period (in dollars per share) | $ 1.77 | $ 1.76 | |
Intrinsic Value | |||
Balance outstanding (in dollars) | $ 2,175,900 | $ 13,667,376 | |
Weighted Average Remaining Contractual Term (in years) | |||
Balance outstanding at the end of the period | 8 years 9 months 15 days | 9 years 15 days | |
Stock options | Exercise Price Per Share $5.11 | |||
Number of Options | |||
Granted (in shares) | 10,000 | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 5.11 | ||
Exercise price, high end of the range (in dollars per share) | 5.11 | ||
Weighted Average Exercise Price Per Share | |||
Granted (in dollars per share) | $ 5.11 | ||
Stock options | Exercise Price Per Share $0.11 - $2.20 | |||
Number of Options | |||
Exercised (in shares) | (18,333) | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 0.11 | ||
Exercise price, high end of the range (in dollars per share) | 2.20 | ||
Weighted Average Exercise Price Per Share | |||
Exercised (in dollars per share) | $ 1.82 | ||
Stock options | Exercise Price Per Share $0.11 - $2.37 | |||
Number of Options | |||
Exercisable at the end of the period | 975,756 | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 0.11 | ||
Exercise price, high end of the range (in dollars per share) | 2.37 | ||
Weighted Average Exercise Price Per Share | |||
Exercisable at the end of the period | $ 1.26 | ||
Intrinsic Value | |||
Exercisable at the end of the period | $ 911,253 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Exercisable at the end of the period | 8 years 4 months 24 days | ||
Employee stock options | |||
Share-based payments | |||
Weighted average grant date fair value (in dollars per share) | $ 3.40 | ||
Non-employee stock options | |||
Number of Options | |||
Balance outstanding at the end of the period (in shares) | 951,334 | ||
Share-based payments | |||
Unvested options (in shares) | 545,000 |
Accounting for Share-Based Pa26
Accounting for Share-Based Payments (Details 3) - Stock options - $ / shares | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted-average assumptions to determine fair value of stock option awards | ||
Stock price (in dollars per share) | $ 5.11 | |
Risk-free interest rate (as a percent) | 1.71% | |
Expected volatility (as a percent) | 76.00% | |
Expected term (in years) | 6 years | |
Estimated future unvested option forfeitures (as a percent) | 10.00% |
Loss per Share (Details)
Loss per Share (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Loss per Share | ||
Net loss | $ (4,844,442) | $ (1,470,405) |
Weighted average common shares outstanding (in shares) | 22,289,647 | 20,211,376 |
Net loss per share of common stock-basic and diluted (in dollars per share) | $ (0.22) | $ (0.07) |
Stock options | ||
Loss per Share | ||
Anti-dilutive securities (in shares) | 4,109,412 | 2,301,270 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 17, 2014 | Sep. 30, 2015 | Jun. 30, 2015 |
Series B convertible preferred stock | |||
Agreement | |||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 | $ 10 |
License Agreement | Chimerix, Inc. | |||
Agreement | |||
Maximum payments to be made for clinical, regulatory and initial commercial milestones | $ 20 | ||
Minimum prior written notice period in order to terminate agreement | 60 days | ||
Cost of license classified as research and development expense | $ 1.2 | ||
License Agreement | Chimerix, Inc. | Preferred Stock | Series B convertible preferred stock | |||
Agreement | |||
Shares issued in connection with license (in shares) | 120,000 | ||
Fair value of preferred stock issued | $ 1.2 |
Commitments and Contingencies29
Commitments and Contingencies (Details 2) | Aug. 05, 2013shares | Mar. 27, 2007USD ($)item | Sep. 30, 2015USD ($) |
Contribution Agreement | |||
Agreement | |||
Shares issued for assets (in shares) | shares | 9,000,000 | ||
Percentage of outstanding shares of common stock upon issuance | 100.00% | ||
License Agreement | Cardiff | |||
Agreement | |||
Written notice period | 90 days | ||
Default or breach cure period | 90 days | ||
Late payment period | 1 month | ||
Number of occasions in 12 month period | item | 2 | ||
First written notice period | 120 days | ||
Royalty threshold rate (as a percent) | 30.00% | ||
Second written notice period | 90 days | ||
Counterparty's default or cure period | 90 days | ||
Initial base payment made | $ 270,000 | ||
Aggregate milestone payment | 400,000 | ||
Milestone payment upon initiation of phase 3 clinical trial | 150,000 | ||
Milestone payment upon approval of drug application | 250,000 | ||
License Agreement | BMS | |||
Agreement | |||
Aggregate milestone payment | 9,000,000 | ||
Initial base payment | 1,000,000 | ||
Milestone payment upon receiving marketing approval | 3,000,000 | ||
Milestone payment upon achieving net sales threshold | 6,000,000 | ||
Net sales threshold amount | $ 125,000,000 | ||
Milestone payments | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent event. | Oct. 07, 2015USD ($)$ / shares$ / itemshares | Nov. 13, 2015USD ($) |
Underwriting agreement | ||
Subsequent events | ||
Purchase price (in dollars per unit) | $ / item | 3 | |
Gross proceeds from sale of stock and warrants (in dollars) | $ | $ 15,000,000 | |
Expected proceeds if warrants exercised in full | $ | $ 12,750,000 | |
Underwriting agreement, overallotment option | ||
Subsequent events | ||
Purchase price (in dollars per unit) | $ / item | 3 | |
Underwriter option period | 45 days | |
Common stock warrants | Underwriting agreement | ||
Subsequent events | ||
Maximum number of shares to be purchased from warrants offered for sale | 3,000,000 | |
Exercise period for warrants | 5 years | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 4.25 | |
Common stock warrants | Underwriting agreement, overallotment option | ||
Subsequent events | ||
Maximum number of shares to be purchased from warrants offered for sale | 450,000 | |
Common Stock | Underwriting agreement | ||
Subsequent events | ||
Number of shares offered for sale | 5,000,000 | |
Common Stock | Underwriting agreement, overallotment option | ||
Subsequent events | ||
Number of shares offered for sale | 750,000 |