Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 09, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | ContraVir Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,583,771 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 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 | Q2 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Current Assets: | ||
Cash | $ 9,832,317 | $ 4,563,165 |
Prepaid expenses | 685,276 | 681,249 |
Total Current Assets | 10,517,593 | 5,244,414 |
Property and equipment, net | 77,321 | 81,441 |
Other assets | 51,344 | 51,344 |
Total Assets | 10,646,258 | 5,377,199 |
Current Liabilities: | ||
Accounts payable | 3,162,083 | 1,481,393 |
Accrued expenses | 598,875 | 456,722 |
Total Current Liabilities | 3,760,958 | 1,938,115 |
Derivative financial instruments - warrants | 1,900,904 | |
Total Liabilities | 5,661,862 | 1,938,115 |
Stockholders' Equity: | ||
Common stock, par value of $.0001 per share. Authorized 120,000,000 shares, issued and outstanding 27,295,063 and 22,276,730 shares at December 31, 2015 and June 30, 2015, respectively | 2,730 | 2,228 |
Additional paid-in capital | 26,770,399 | 17,350,713 |
Accumulated deficit | (35,488,733) | (27,613,857) |
Total Stockholders' Equity | 4,984,396 | 3,439,084 |
Total Liabilities and Stockholders' Equity | $ 10,646,258 | $ 5,377,199 |
Convertible preferred stock | ||
Stockholders' Equity: | ||
Convertible preferred stock | ||
Series A convertible preferred stock | ||
Stockholders' Equity: | ||
Convertible preferred stock | $ 12,500,000 | $ 12,500,000 |
Series B convertible preferred stock | ||
Stockholders' Equity: | ||
Convertible preferred stock | $ 1,200,000 | $ 1,200,000 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 27,295,063 | 22,276,730 |
Common stock, shares outstanding | 27,295,063 | 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 | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Costs and Expenses: | ||||
Research and development | $ 4,042,217 | $ 1,823,657 | $ 7,807,932 | $ 2,207,714 |
General and administrative | 1,471,836 | 1,280,788 | 2,550,563 | 1,979,238 |
Loss from Operations | (5,514,053) | (3,104,445) | (10,358,495) | (4,186,952) |
Other income (expense): | ||||
Change in fair value of derivative financial instruments-warrants | 2,483,619 | 2,483,619 | (387,898) | |
Net loss | (3,030,434) | (3,104,445) | (7,874,876) | (4,574,850) |
Series A and B convertible preferred stock beneficial conversion feature accreted as a dividend | (4,844,643) | (4,844,643) | ||
Net loss attributable to common stockholders | $ (3,030,434) | $ (7,949,088) | $ (7,874,876) | $ (9,419,493) |
Weighted Average Common Shares Outstanding | ||||
Basic and Diluted (in shares) | 26,642,889 | 22,273,397 | 24,466,141 | 21,242,387 |
Net Loss per Common Share | ||||
Basic and Diluted (in dollars per share) | $ (0.11) | $ (0.36) | $ (0.32) | $ (0.44) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Dec. 31, 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 | 245,384 | 245,384 | ||||
Exercise of stock options | $ 2 | 33,365 | 33,367 | |||
Exercise of stock options (in shares) | 18,333 | |||||
Issuance of common stock, net | $ 500 | 13,525,460 | 13,525,960 | |||
Issuance of common stock, net (in shares) | 5,000,000 | |||||
Fair value of warrants issued in connection with equity offering, reclassified to derivative liability | (4,384,523) | (4,384,523) | ||||
Net loss | (7,874,876) | (7,874,876) | ||||
Balance at Dec. 31, 2015 | $ 12,500,000 | $ 1,200,000 | $ 2,730 | $ 26,770,399 | $ (35,488,733) | $ 4,984,396 |
Balance (in shares) at Dec. 31, 2015 | 1,250,000 | 120,000 | 27,295,063 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (7,874,876) | $ (4,574,850) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 245,384 | 511,072 |
Change in fair value of derivative instruments-warrants | (2,483,619) | 387,898 |
Cost of license as research and development expense | 1,200,000 | |
Depreciation expense | 10,723 | 6,619 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 1,822,843 | 57,539 |
Prepaid expenses and other assets | (4,027) | (60,309) |
Total Adjustments | (408,696) | 2,102,819 |
Net Cash used in Operating Activities | (8,283,572) | (2,472,031) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (6,603) | (54,183) |
Net Cash Used in Investing Activities | (6,603) | (54,183) |
Cash Flows From Financing Activities: | ||
Proceeds from the issuance of common stock and warrants, net | 13,525,960 | |
Proceeds from the issuance of preferred stock | 9,500,000 | |
Proceeds from the exercise of stock options | 33,367 | |
Net Cash provided by Financing Activities | 13,559,327 | 9,500,000 |
Net increase in cash | 5,269,152 | 6,973,786 |
Cash at beginning of period | 4,563,165 | 1,817,757 |
Cash at end of period | 9,832,317 | 8,791,543 |
Supplementary Disclosure Of Non-Cash Financing Activities: | ||
Deemed dividend on beneficial conversion feature | 4,844,643 | |
Value of warrants exchanged for common stock | $ 4,863,243 | |
Fair value of warrants issued in conjunction with common stock offering | $ 4,384,523 |
Business Overview
Business Overview | 6 Months Ended |
Dec. 31, 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 | 6 Months Ended |
Dec. 31, 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 December 31, 2015, ContraVir had $9.8 million in cash. Net cash used in operating activities was $8.3 million for the six months ended December 31, 2015. Net loss for the six months ended December 31, 2015 was $7.9 million. As of December 31, 2015, ContraVir had working capital of $6.8 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 candidates 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 December 31, 2015 and June 30, 2015, the amount of cash was approximately $9.8 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. Derivative financial instruments The Company has issued common stock warrants in connection with the execution of certain equity financings. The fair value of the warrants, which were deemed to be derivative instruments based on certain contingent put features, was recorded as a derivative liability under the provisions of ASC Topic 815 Derivatives and Hedging (“ASC 815”) upon issuance. Subsequently, the liability is adjusted to fair value as of the end of each reporting period and the changes in fair value of derivative liabilities are recorded in the statements of operations under the caption “Change in fair value of derivative financial instruments - warrants.” See Note 4 for additional information. Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development, (“ASC 730”). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. ContraVir does not currently have any commercial biopharmaceutical products, and does not expect to have such for several years if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that ContraVir has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At December 31, 2015 and June 30, 2015, ContraVir had prepaid research and development costs of approximately $0.6 million and $0.4 million, respectively. 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 | 6 Months Ended |
Dec. 31, 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 and Deriva
Stockholder's Equity and Derivative Liability | 6 Months Ended |
Dec. 31, 2015 | |
Stockholder's Equity and Derivative Liability | |
Stockholder's Equity and Derivative Liability | 4. Stockholder’s Equity and Derivative Liability Common Stock and Warrant Offering On October 7, 2015, the Company entered into an underwriting agreement related to the public offering and sale of 5,000,000 shares of common stock and warrants to purchase up to 3,000,000 shares of common stock, at a fixed combined price to the public of $3.00 under the Company’s current shelf registration statement on Form S-3. The shares of common stock and warrants were issued separately on October 13, 2015. The warrants are immediately exercisable and will be exercisable for a period of five years from the date of issuance at an exercise price of $4.25 per share. There is not, nor is there expected to be, any trading market for the warrants issued in the offering contemplated by the Underwriting Agreement. The Company also granted the Underwriters a 45-day option to purchase up to an additional 750,000 additional shares of common stock and additional warrants to purchase up to 450,000 shares of common stock at $3.00, which was not exercised. The gross proceeds to the Company were $15,000,000, before deducting the underwriting discount and other offering expenses payable by the Company of approximately $1,450,000. If the warrants were exercised in full, ContraVir would receive additional proceeds of approximately $12,750,000. If the Company consummates any merger, consolidation, sale or other reorganization event in which its common stock is converted into or exchanged for securities, cash or other property (“Fundamental transaction”), then the Company shall pay at the holder’s option, exercisable at any time commencing on the occurrence or the consummation of the fundamental transaction and continuing for 90 days, an amount of cash equal to the value of the remaining unexercised portion of the warrant as determined in accordance with the Black-Scholes option pricing model on the date of such fundamental transaction . As a result of these terms, in accordance with the guidance contained in ASC Topic 815-40, the Company has determined that the warrants issued in connection with this financing transaction must be recorded as derivative liabilities upon issuance and marked to market on a quarterly basis in the Company’s statement of operations. Upon the issuance of these warrants, the fair value of $4,384,523 was recorded as derivative financial instruments liability - warrants. The fair value of the warrants classified as liabilities on each re-measurement date is estimated using the Black-Scholes option pricing model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s common stock, stock price volatility of comparable companies, the contractual term of the warrants, risk free interest rates and dividend yields. The Company has a limited trading history in its common stock, therefore, expected volatility is based on that of comparable public development stage biotechnology companies. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used: October 13, 2015 December 31, 2015 Price of ContraVir common stock $ $ Expected warrant term (years) 5.00 years 4.78 years Risk-free interest rate % % Expected volatility % % Dividend yield — — The warrant liability is recorded on its own line on the Company’s Balance Sheet and is marked-to-market at each reporting period with the change in fair value recorded on its own line on the Statement of Operations and Comprehensive Loss. The following table sets forth the components of changes in the ContraVir’s derivative financial instruments liability balance for the period from July 1, 2015 to December 31, 2015: Date Description Warrants Derivative Instrument Liability 10/13/2015 Issuance of warrants $ Change in fair value of warrants through December 31, 2015 — ) 12/31/2015 Balance of derivative financial instruments liability Controlled Equity Offering Sales Agreement On March 9, 2015, the Company entered into a Controlled Equity Offering Sales Agreement (the “Agreement”), with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may offer and sell, from time to time, through Cantor shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), up to an aggregate offering price of $50.0 million. The Company intends to use the net proceeds from these sales to fund research and development activities, including the Phase 3 clinical trial of FV-100, and for working capital and other general corporate purposes, and possible acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated. Under the Agreement, Cantor may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The NASDAQ Capital Market, on any other existing trading market for the Shares or to or through a market maker. In addition, under the Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The NASDAQ Capital Market, to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the Shares under the Agreement. The offering of Shares pursuant to the Agreement will terminate upon the earlier of (1) the sale of all of the Shares subject to the Agreement or (2) the termination of the Agreement by Cantor or the Company. ContraVir will pay Cantor a commission of up to 3.0% of the gross sales price per share sold and has agreed to provide Cantor with customary indemnification and contribution rights. As of December 31, 2015, the Company has not made any sales under the Agreement. |
Accounting for Share-Based Paym
Accounting for Share-Based Payments | 6 Months Ended |
Dec. 31, 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 and six months ended December 31, 2015 and 2014, respectively, ContraVir recorded the following stock-based compensation expense: Three months ended Six months ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 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 six months ended December 31, 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 $ 2.16 - $4.38 Exercised ) $ 0.11 - $2.20 Forfeited ) $ 1.50 - $3.60 Balance outstanding, December 31, 2015 $ 0.11 - $3.83 $ $ 8.38 years Exercisable at December 31, 2015 $ 0.11 - $2.37 $ $ 8.21 years The weighted-average grant-date fair value of options granted to employees during the six months ended December 31, 2015 and 2014 was $1.73 and $2.17, respectively. Included within the above table are 951,334 non-employee options outstanding as of December 31, 2015, of which 515,000 are unvested as of December 31, 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 December 31, 2015, the unrecognized compensation cost related to non-vested stock options outstanding, net of expected forfeitures, was approximately $2.3 million to be recognized over a weighted-average remaining vesting period of approximately 2.84 years. The following weighted-average assumptions were used in the Black-Scholes valuation model to estimate the fair value of stock option awards granted to employees during the six months ended December 31, 2015 and 2014, respectively. Six Months Ended December 31, 2015 Six Months Ended December 31, 2014 Stock price $ $ Risk-free interest rate % % Dividend yield — — Expected volatility % % Expected term (in years) 6 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 | 6 Months Ended |
Dec. 31, 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 Six months ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 Numerator: Net loss $ ) $ ) $ ) $ ) Preferred stock deemed dividend — ) — ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Denominator: Weighted average common shares outstanding Net loss per share of common stock—basic and diluted $ ) $ ) $ ) $ ) Stock options outstanding at December 31, 2015 and 2014 of 4,017,745 and 3,628,578, respectively, have been excluded from the computation of diluted weighted average shares outstanding, as they would have been anti-dilutive. In addition, 3,000,000 warrants to purchase common stock outstanding at December 31, 2015 have been excluded from the computation of diluted earnings per share because their exercise price exceeds the average market price of the Company’s common stock for the period they were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | 8. Related Party Transactions The Company is a party to a Master Services Agreement dated June 19, 2014 with Clinical Supplies Management, Inc. (“CSM”), pursuant to which CSM provides the Company with pharmaceutical and clinical supply management services in support of clinical research programs. James Sapirstein, the CEO of ContraVir, is a director of CSM which is a private company. For the six months ended December 31, 2015, the Company paid CSM, for services pursuant to the terms of the contract, approximately $306,400. |
Basis of Presentation and Goi15
Basis of Presentation and Going Concern (Policies) | 6 Months Ended |
Dec. 31, 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 December 31, 2015, ContraVir had $9.8 million in cash. Net cash used in operating activities was $8.3 million for the six months ended December 31, 2015. Net loss for the six months ended December 31, 2015 was $7.9 million. As of December 31, 2015, ContraVir had working capital of $6.8 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 candidates 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 December 31, 2015 and June 30, 2015, the amount of cash was approximately $9.8 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. |
Derivative financial instruments | Derivative financial instruments The Company has issued common stock warrants in connection with the execution of certain equity financings. The fair value of the warrants, which were deemed to be derivative instruments based on certain contingent put features, was recorded as a derivative liability under the provisions of ASC Topic 815 Derivatives and Hedging (“ASC 815”) upon issuance. Subsequently, the liability is adjusted to fair value as of the end of each reporting period and the changes in fair value of derivative liabilities are recorded in the statements of operations under the caption “Change in fair value of derivative financial instruments - warrants.” See Note 4 for additional information. |
Research and Development | Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development, (“ASC 730”). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. ContraVir does not currently have any commercial biopharmaceutical products, and does not expect to have such for several years if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that ContraVir has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At December 31, 2015 and June 30, 2015, ContraVir had prepaid research and development costs of approximately $0.6 million and $0.4 million, respectively. |
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 and Deri16
Stockholder's Equity and Derivative Liability (Tables) - Underwriting agreement | 6 Months Ended |
Dec. 31, 2015 | |
Schedule of changes in derivative financial instruments liability balance | October 13, 2015 December 31, 2015 Price of ContraVir common stock $ $ Expected warrant term (years) 5.00 years 4.78 years Risk-free interest rate % % Expected volatility % % Dividend yield — — |
Schedule of range of assumptions used to determine fair value of warrants | The following table sets forth the components of changes in the ContraVir’s derivative financial instruments liability balance for the period from July 1, 2015 to December 31, 2015: Date Description Warrants Derivative Instrument Liability 10/13/2015 Issuance of warrants $ Change in fair value of warrants through December 31, 2015 — ) 12/31/2015 Balance of derivative financial instruments liability |
Accounting for Share-Based Pa17
Accounting for Share-Based Payments (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Accounting for Share-Based Payments | |
Schedule of stock based compensation expense | Three months ended Six months ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 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 $ 2.16 - $4.38 Exercised ) $ 0.11 - $2.20 Forfeited ) $ 1.50 - $3.60 Balance outstanding, December 31, 2015 $ 0.11 - $3.83 $ $ 8.38 years Exercisable at December 31, 2015 $ 0.11 - $2.37 $ $ 8.21 years |
Schedule of weighted-average assumptions used to estimate fair value of stock option awards to employees | Six Months Ended December 31, 2015 Six Months Ended December 31, 2014 Stock price $ $ Risk-free interest rate % % Dividend yield — — Expected volatility % % Expected term (in years) 6 years 6 years |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Loss per Share | |
Schedule of computation of basic and diluted net loss per share | Three months ended Six months ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 Numerator: Net loss $ ) $ ) $ ) $ ) Preferred stock deemed dividend — ) — ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Denominator: 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 | 6 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Going Concern | ||||||
Cash | $ 9,832,317 | $ 8,791,543 | $ 9,832,317 | $ 8,791,543 | $ 4,563,165 | $ 1,817,757 |
Net cash used in operating activities | 8,283,572 | 2,472,031 | ||||
Net loss | 3,030,434 | 3,104,445 | 7,874,876 | 4,574,850 | ||
Working capital | 6,800,000 | 6,800,000 | ||||
Cash | ||||||
Cash | 9,832,317 | $ 8,791,543 | 9,832,317 | 8,791,543 | 4,563,165 | $ 1,817,757 |
Research and Development | ||||||
Prepaid research and development costs | $ 600,000 | 600,000 | $ 400,000 | |||
Share-based payments | ||||||
Excess tax benefits recognized (in dollars) | $ 0 | $ 0 |
Stockholder's Equity and Deri20
Stockholder's Equity and Derivative Liability - Common Stock and Warrant Offering (Details) | Oct. 13, 2015USD ($) | Oct. 07, 2015USD ($)$ / shares$ / itemshares | Dec. 31, 2015USD ($) |
Common Stock and Warrant Offering | |||
Derivative financial instruments liability - warrants | $ 1,900,904 | ||
Warrants | |||
Common Stock and Warrant Offering | |||
Derivative financial instruments liability - warrants | $ 4,384,523 | ||
Underwriting agreement | |||
Common Stock and Warrant Offering | |||
Purchase price (in dollars per unit) | $ / item | 3 | ||
Gross proceeds from sale of stock and warrants (in dollars) | 15,000,000 | ||
Underwriting discount and other offering expenses payable | $ 1,450,000 | ||
Expected proceeds if warrants exercised in full | $ 12,750,000 | ||
Underwriting agreement, overallotment option | |||
Common Stock and Warrant Offering | |||
Purchase price (in dollars per unit) | $ / item | 3 | ||
Underwriter option period | 45 days | ||
Common stock warrants | Underwriting agreement | |||
Common Stock and Warrant Offering | |||
Maximum number of shares to be purchased from warrants offered for sale | shares | 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 | |||
Common Stock and Warrant Offering | |||
Maximum number of shares to be purchased from warrants offered for sale | shares | 450,000 | ||
Common Stock | Underwriting agreement | |||
Common Stock and Warrant Offering | |||
Number of shares offered for sale | shares | 5,000,000 | ||
Common Stock | Underwriting agreement, overallotment option | |||
Common Stock and Warrant Offering | |||
Number of shares offered for sale | shares | 750,000 |
Stockholder's Equity and Deri21
Stockholder's Equity and Derivative Liability - Derivative Financial Instrument Liability Underwriting Agreement (Details) - Warrants - Underwriting agreement | 6 Months Ended |
Dec. 31, 2015USD ($)shares | |
Components of changes in derivative financial instruments liability | |
Issuance of warrants (in shares) | shares | 3,000,000 |
Issuance of warrants | $ 4,384,523 |
Change in fair value of warrants | $ (2,483,619) |
Balance at end of period (in shares) | shares | 3,000,000 |
Balance at end of period | $ 1,900,904 |
Stockholder's Equity and Deri22
Stockholder's Equity and Derivative Liability - Assumptions Underwriting Agreement (Details) - Warrants - Underwriting agreement - $ / shares | Oct. 13, 2015 | Dec. 31, 2015 |
Range of assumptions used to determine the fair value of the warrants | ||
Price of ContraVir common stock (in dollars per share) | $ 2.76 | $ 1.54 |
Expected warrant term (years) | 5 years | 4 years 9 months 11 days |
Risk-free interest rate (as a percent) | 1.36% | 1.70% |
Expected volatility (as a percent) | 76.00% | 78.00% |
Stockholder's Equity and Deri23
Stockholder's Equity and Derivative Liability - Controlled Equity Offering Sales Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2015 | Dec. 31, 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% |
Accounting for Share-Based Pa24
Accounting for Share-Based Payments - Equtiy Incentive Plan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting for Shared-Based Payments | ||||
Number of shares of common stock reserved for issuance, pursuant to the Plan | 6,500,000 | 6,500,000 | ||
Stock based compensation expense | ||||
Total stock-based compensation expense (in dollars) | $ 234,475 | $ 399,060 | $ 245,384 | $ 511,072 |
General and administrative | ||||
Stock based compensation expense | ||||
Total stock-based compensation expense (in dollars) | 204,171 | 269,912 | 327,814 | 361,916 |
Research and development | ||||
Stock based compensation expense | ||||
Total stock-based compensation expense (in dollars) | $ 30,304 | $ 129,148 | $ (82,430) | $ 149,156 |
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 - General (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Stock options | |||
Unrecognized compensation cost related to non-vested stock options outstanding | |||
Unrecognized compensation cost related to non-vested stock (in dollars) | $ 2,300,000 | ||
Weighted average remaining vesting period over which unrecognized compensation is expected to be recognized | 2 years 10 months 2 days | ||
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) | 4,017,745 | 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) | $ 1,010,347 | $ 13,667,376 | |
Weighted Average Remaining Contractual Term (in years) | |||
Balance outstanding at the end of the period | 8 years 4 months 17 days | 9 years 15 days | |
Stock options | Exercise Price Per Share $2.16 - $4.38 | |||
Number of Options | |||
Granted (in shares) | 55,000 | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 2.16 | ||
Exercise price, high end of the range (in dollars per share) | 4.38 | ||
Weighted Average Exercise Price Per Share | |||
Granted (in dollars per share) | $ 2.56 | ||
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 $1.50 - $3.60 | |||
Number of Options | |||
Forfeited (in shares) | (136,667) | ||
Exercise Price Per Share | |||
Exercise price, low end of the range (in dollars per share) | $ 1.50 | ||
Exercise price, high end of the range (in dollars per share) | 3.60 | ||
Weighted Average Exercise Price Per Share | |||
Forfeited (in dollars per share) | $ 1.87 | ||
Stock options | Exercise Price Per Share $0.11 - $2.37 | |||
Number of Options | |||
Exercisable at the end of the period | 1,431,525 | ||
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 | $ 1.30 | ||
Intrinsic Value | |||
Exercisable at the end of the period | $ 694,484 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Exercisable at the end of the period | 8 years 2 months 16 days | ||
Employee stock options | |||
Share-based payments | |||
Weighted average grant date fair value (in dollars per share) | $ 1.73 | $ 2.17 | |
Non-employee stock options | |||
Number of Options | |||
Balance outstanding at the end of the period (in shares) | 951,334 | ||
Number of options unvested | 515,000 |
Accounting for Share-Based Pa26
Accounting for Share-Based Payments - Assumptions (Details) - Stock options - $ / shares | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted-average assumptions to determine fair value of stock option awards | ||
Stock price (in dollars per share) | $ 2.56 | $ 1.50 |
Risk-free interest rate (as a percent) | 1.80% | 1.81% |
Expected volatility (as a percent) | 78.00% | 88.00% |
Expected term (in years) | 6 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 | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator | ||||
Net loss | $ (3,030,434) | $ (3,104,445) | $ (7,874,876) | $ (4,574,850) |
Preferred stock deemed dividend | (4,844,643) | (4,844,643) | ||
Net loss attributable to common stockholders | $ (3,030,434) | $ (7,949,088) | $ (7,874,876) | $ (9,419,493) |
Denominator | ||||
Weighted average common shares outstanding (in shares) | 26,642,889 | 22,273,397 | 24,466,141 | 21,242,387 |
Net loss per share of common stock-basic and diluted (in dollars per share) | $ (0.11) | $ (0.36) | $ (0.32) | $ (0.44) |
Stock options | ||||
Securities excluded from the computation of diluted weighted shares outstanding | ||||
Anti-dilutive securities (in shares) | 4,017,745 | 3,628,578 | ||
Warrants | ||||
Securities excluded from the computation of diluted weighted shares outstanding | ||||
Anti-dilutive securities (in shares) | 3,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - License Agreement (Details) - USD ($) | Dec. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2015 |
Agreement | ||||
Cost of license classified as research and development expense | $ 1,200,000 | |||
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 | $ 20,000,000 | |||
Minimum prior written notice period in order to terminate agreement | 60 days | |||
Cost of license classified as research and development expense | $ 1,200,000 | |||
License Agreement | Chimerix, Inc. | Preferred Stock | Series B convertible preferred stock | ||||
Agreement | ||||
Shares issued in connection with license (in shares) | 120,000 | |||
Fair value of preferred stock issued | $ 1,200,000 |
Commitments and Contingencies29
Commitments and Contingencies - Contractual Obligations (Details) | Aug. 05, 2013shares | Mar. 27, 2007USD ($)item | Dec. 31, 2015USD ($) |
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 |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended |
Dec. 31, 2015USD ($) | |
CSM | |
Related Party Transactions | |
Payments for services | $ 306,400 |