Stockholders' Equity | Note 5 – Stockholders’ Equity Common stock In March 2017, the Company issued 24,000,000 shares of its Common Stock to Intiva USA as consideration for costs and expenses paid by Intiva USA on behalf of BioPharma and Intiva Kotzker aggregating $201,228. In May 2017, a private placement of 831,112 shares of BioPharma’s Common Stock was completed at a price of $0.1125 per share, for total proceeds of $93,500, to three non-affiliates of BioPharma. One of the non-affiliate investors in the May 2017 private placement subsequently became a director and officer of BioPharma. Offering costs associated with the private placement of $6,545 were recorded against the gross proceeds received from the offering. In May 2017, BioPharma commenced a private placement of 1,116,400 units of Common Stock and Warrants at a price of $1.25 per unit. Each unit consisted of ten shares of Common Stock, one Class A Warrant to purchase one share of Common Stock at $0.25 per share, one Class B Warrant to purchase one share of Common Stock at $0.38 per share and one Class C Warrant to purchase one share of Common Stock at $0.50 per share. As of June 30, 2017, 778,400 units (representing 7,784,00 common shares) had been sold, for total gross proceeds of $973,000, including 387,200 units which were subscribed but for which funds had not been received. The 3,872,000 shares underlying the subscribed units in the amount of $484,000 were included as issued and outstanding shares at June 30, 2017, and the related $484,000 subscription receivable was recorded as a component of stockholders’ equity on the June 30, 2017 consolidated balance sheet. Subsequent to June 30, 2017, the Company received proceeds of $484,000 for the subscribed shares. In July and August 2017, BioPharma sold an additional 338,000 units (representing 3,380,000 common shares) for gross proceeds of $422,500. On August 10, 2017, BioPharma adopted the “2017 Stock Incentive Plan” and granted an aggregate of 6,400,000 shares of Common Stock to five officers and directors of the Company, valued at $800,000 ($0.125 per share). One-third of each grant vested as of the initial date of grant (August 10, 2017), and 8-1/3% upon the end of each calendar quarter beginning December 31, 2017. In March 2018, the Company cancelled 1,166,667 unvested shares previously issued to its former CEO. As of June 30, 2018, 1,833,341 of the shares issued (valued at $229,168) are subject to forfeiture until vesting occurs. On August 25, 2017, BioPharma entered into consulting agreements with two unrelated individuals for (i) developing and maintaining social media portals and (ii) identifying and developing potential strategic partners for the Company’s various drug development activities. The agreements are each for a three-month term, payable monthly in shares of the Company’s Common Stock, valued at $0.125 per share, of an aggregate 304,800 shares and 138,000 shares, respectively. The Company has issued an aggregate 442,800 shares of Common Stock to the two individuals, valued at $55,350, representing all amounts due pursuant to the consulting agreements. On September 1, 2017, BioPharma completed a private placement sale of its common stock at $0.25 per share. The Company sold 100,000 shares for gross proceeds of $25,000, before offering costs of $4,917. In January 2018, BioPharma completed a unit private placement of Common Stock and Warrants at a price of $2.10 per unit. Each Unit consisted of two shares of Common Stock and one Warrant to purchase an additional share of common stock at a price of $2.90 per share for a term of six months commencing with the date of acceptance of the underlying subscription agreement. The Company received proceeds of $25,200 from the sale of 12,000 units (24,000 shares). During the year ended June 30, 2018, the Company issued 1,801,200 shares of Common Stock from the exercise of warrants from the May 2017 private placement of units as follows: Number Exercise Price Gross Proceeds Class A 960,400 $ 0.25 $ 240,100 Class B 746,800 $ 0.38 $ 283,784 Class C 94,000 $ 0.50 $ 47,000 Warrants The Company has issued warrants to investors in a series of subscription agreements in equity financings. The relative fair value of the warrants attached to the Common Stock issued in the May 2017 private placement of units was estimated at the date of grant using the Black-Sholes pricing model. The relative fair value attached to the Common Stock component is $1,139,573 and the relative fair value of the warrants is $255,927 as of the grant date. As of June 30, 2018, all unexcised Class A and Class B warrants expired by their terms. The relative fair value of the warrants attached to the common stock issued in the January 2018 private placement of units was estimated at the date of grant using the Black-Sholes pricing model. The relative fair value attached to the Common Stock component is $19,762 and the relative fair value of the warrants is $5,438 as of the grant date. The 12,000 warrants issued in the January 2018 private placement expired unexercised in July 2018. A summary of warrant activity during the year ended June 30, 2018 and initial period ended June 30, 2017 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Inception – March 27, 2017 - Granted 2,335,200 $ .38 Exercised - Expired - Outstanding and exercisable – June 30, 2017 2,335,200 $ .38 .53 Granted 1,026,000 $ .41 Exercised (1,801,200 ) $ .32 Expired (525,600 ) $ .34 Outstanding and exercisable – June 30, 2018 1,034,400 $ .53 .1 The following table summarizes information about warrants outstanding at June 30, 2018: Issuance Number Exercise Price Expires January 2018 Placement 12,000 $ 2.90 July 15, 2018 May 2017 – Class C 1,022,400 $ 0.50 August 8, 2018 2018 Equity Incentive Plan On March 30, 2018, the Company’s board of directors approved and recommended for adoption by the stockholders of the Company a 2018 Equity Incentive Plan and has reserved 8,000,000 shares of Common Stock for issuance under the terms of that Plan. |