Nexien BioPharma (NXEN) 10-Q 14 Nov 18 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Nov. 14, 2018
Document And Entity Information
Entity Registrant Name	NEXIEN BIOPHARMA, INC.
Entity Central Index Key	1,625,288
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		55,448,496
Trading Symbol	NXEN
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,019

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Current Assets
Cash	$ 574,095	$ 819,739
Due from related party	18,000	15,000
Total current assets	592,095	834,739
Due from related party - non-current	95,167	99,667
License	337,915	337,915
Total Assets	1,025,177	1,272,321
Current Liabilities
Accounts payable and accrued expenses	51,485	88,785
Total current liabilities	51,485	88,785
Stockholders' Equity
Preferred stock, $.0001 par value; 10,000,000 authorized; none issued
Common stock-$.0001 par value; 200,000,000 shares authorized;44,448,496 shares issued and outstanding -as of September 30, 2018 and June 30, 2018	4,445	4,445
Additional paid in capital	3,316,439	2,882,888
Common stock subject to forfeiture	(75,000)	(229,168)
Accumulated deficit	(2,272,192)	(1,474,629)
Total Stockholders' Equity	973,692	1,183,536
Total Liabilities and Stockholders' Equity	$ 1,025,177	$ 1,272,321

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Jun. 30, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	44,448,496	44,448,496
Common stock, shares outstanding	44,448,496	44,448,496

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenue
Operating expenses
Professional fees	84,773	70,475
Research and development	33,408	80,313
General and administrative	679,382	300,286
Total operating expenses	797,563	451,074
Net loss	$ (797,563)	$ (451,074)
Loss per share - basic and diluted	$ (0.02)	$ (0.01)
Weighted average shares outstanding - basic and diluted	44,448,496	38,758,778

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Sep. 30, 2018 - USD ($)	Common Stock [Member]	Additional Paid in Capital [Member]	Common Stock Subject to Forfeiture [Member]	Accumulated Deficit [Member]	Total
Balance at Jun. 30, 2018	$ 4,445	$ 2,882,888	$ (229,168)	$ (1,474,629)	$ 1,183,536
Balance shares at Jun. 30, 2018	44,448,496
Vesting of management shares subject to forfeiture			154,168		154,168
Fair value of options and warrants
Fair value of options and warrants issued for services		277,617			277,617
Fair value of warrants issued		155,934			155,934
Net loss				(797,563)	(797,563)
Balance at Sep. 30, 2018	$ 4,445	$ 3,316,439	$ (75,000)	$ (2,272,192)	$ 973,692
Balance shares at Sep. 30, 2018	44,448,496

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities
Net loss	$ (797,563)	$ (451,074)
Adjustments to reconcile net loss to net cash used in operating activities
Stock based compensation	587,719	285,116
Changes is assets and liabilities
Decrease (increase) in due from related party	1,500	27,999
(Decrease) increase in accounts payable and accrued expenses	(37,300)	(145,945)
Cash used in operating activities	(245,644)	(283,904)
Cash flows from investing activities
Cash paid for acquisition deposit		(2,900)
Cash used in investing activities		(2,900)
Cash flows from financing activities
Cash proceeds from issuance of common stock		931,500
Payment of offering costs		(22,464)
Cash provided by financing activities		909,036
Net increase in cash and cash equivalents	(245,644)	622,232
Cash and cash equivalents, beginning of period	819,739	242,778
Cash and cash equivalents, end of period	574,095	865,010
Supplemental disclosure of non-cash investing and financing activities
Unpaid offering costs		$ 4,916

Nature of Business and Basis of

Nature of Business and Basis of Presentation	3 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	Note 1 – Nature of Business and Basis of Presentation The Company was incorporated on November 10, 1952 in Michigan as Gantos, Inc. On July 21, 2008, the Company completed its change in domicile to Delaware and subsequently changed its name to Kinder Holding Corp. (the “Company”). As of October 13, 2017, the Company completed a reverse acquisition of Intiva BioPharma Inc., a Colorado corporation (“BioPharma”) through an exchange of shares (the “Share Exchange Transaction”). In connection with the Share Exchange Transaction, the Company changed its name to Intiva BioPharma Inc. on November 8, 2017 and, in September 2018, the Company changed its name to Nexien BioPharma, Inc. As further described in Note 3, BioPharma became a wholly-owned subsidiary of the Company. Since this transaction resulted in the existing shareholders of BioPharma acquiring control of the Company, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of the Company (a reverse acquisition with BioPharma as the accounting acquirer). The operations of BioPharma were the only continuing operations of the Company. The accompanying financial statements as of September 30, 2018 and June 30, 2018 and for the three-month periods ended September 30, 2018 and 2017 present the historical financial information of BioPharma. BioPharma was incorporated under the laws of the State of Colorado on March 27, 2017 to pursue pre-clinical and drug development activities, in accordance with U.S. Food and Drug Administration (“FDA”) protocols, for certain pharmaceutical formulations that include cannabinoids. It is pursuing the formulation and development of cannabinoid-based drugs for medical conditions and disorders, and owns a license covering certain intellectual property, including certain patent applications, and has filed five of its own provisional patent applications for other drugs that include cannabinoids and other substances, including terpenes, that are intended to be developed with the objective of treating certain medical conditions and disorders. It was formed as a corporate subsidiary of the Colorado corporation Intiva USA Inc. (“Intiva USA”), which is a subsidiary of the Ontario, Canada corporation, Kanativa Inc. All share and per share amounts have been adjusted in the footnotes and accompanying financial statements to give effect to the Share Exchange Transaction. Principles of Consolidation The accompanying consolidated financial statements include BioPharma and its wholly owned subsidiaries: Intiva BioPharma Inc. (a Colorado corporation), Intiva Kotzker Pharmaceuticals Inc. (“Intiva Kotzker”) and Intiva Sharir Inc., and were prepared from the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated on consolidation. Basis of Presentation/Going Concern Uncertainty The Financial Statements presented herein have been prepared in accordance with the accounting policies described in the June 30, 2018 audited financial statements and should be read in conjunction with the notes to financial statements which appear as part of those financial statements. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. The accompanying financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception of $2,272,192. The development of pharmaceuticals with the objective of obtaining approval by the FDA and other international regulatory authorities is not a short-term endeavor for any specific drug candidate. It also requires extremely significant amounts of capital funding for clinical trials and other matters. At September 30, 2018, the Company had working capital of $540,610. The Company will require significant additional capital to fund the implementation and execution of its business plan. This capital, which likely will be millions of dollars for a single drug candidate, will be required for research, regulatory applications, and clinical trials. At the present time, the Company does not have any commitments or known sources for this level of funding. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. In the opinion of Management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of September 30, 2018 and for the three-month periods ended September 30, 2018 and 2017. All such adjustments are of a normal recurring nature.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Valuation of Long-Lived Assets The Company reviews the recoverability of its long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2018 and June 30, 2018, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Fair Value Measurements The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2018 and June 30, 2018, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Research and Development Expenses Research and development expenses are charged to operations as incurred. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are deposited with major banks in the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk. Stock-based compensation Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the statement of operations based on their fair values. Issuance of shares for non-cash consideration The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Recent Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820).” The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations.

Share Exchange Agreement

Share Exchange Agreement	3 Months Ended
	Sep. 30, 2018
Business Combinations [Abstract]
Share Exchange Agreement	Note 3 – Share Exchange Agreement On August 8, 2017, the Company entered into a Share Exchange Agreement, as amended and restated on October 13, 2017, (the “Agreement”), with BioPharma. Pursuant to the terms of the Agreement, the Company agreed to issue to the shareholders of BioPharma 42,642,712 post-reverse stock-split shares of the Company’s common stock, par value $0.0001 (“Common Stock”), in exchange for all of the issued and outstanding shares of BioPharma capital stock, thereby making BioPharma a wholly-owned subsidiary of the Company. As part of the Closing of the Agreement, the 20,000,000 pre-reverse split shares of the Company’s Common Stock previously purchased by Intiva USA, effective on June 26, 2017 in a change in control transaction from the Company’s control shareholders, were canceled. Since this transaction resulted in the existing shareholders of BioPharma acquiring control of the Company, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of the Company (a reverse acquisition with BioPharma as the accounting acquirer).

License Agreements

License Agreements	3 Months Ended
	Sep. 30, 2018
License Agreements
License Agreements	Note 4 – License Agreements In March 2017, Intiva Kotzker licensed certain intellectual property from Kotzker Consulting LLC (“Kotzker Consulting”), an unrelated entity. The licensed intellectual property includes patent applications relating to the use of cannabinoid receptor modulators and terpenes in the acute treatment during exposure to organophosphorus nerve agents and/or organophosphorus insecticides. Under terms of the agreement, Intiva Kotzker shall use its commercially reasonable efforts to develop and commercialize the licensed products, and, in particular, will be responsible for the design, manufacturing, preclinical, clinical, and regulatory development activities of the licensed products and shall bear the costs of such activities. As consideration for entering into the agreement, Intiva Kotzker agreed to: (i) pay Kotzker Consulting $180,000, (ii) pay patent prosecution costs incurred as of the date of the agreement of $15,000 and (iii) issue to Kotzker Consulting 31,550 shares of Intiva Inc.’s common stock valued at $78,875 ($2.50 per share based on recent private placement to third parties of Intiva Inc.’s common stock). The Company has capitalized legal fees of $29,040 incurred in conjunction with acquiring the license agreement, As of June 30, 2017, $65,000 was due under the license agreement, which amount was paid in August 2017. The total value ascribed to the License Agreement with Kotzker Consulting is $302,915 at September 30, 2018. The license agreement terminates, on a country by country basis, upon the expiration of the licensed patent for the licensed intellectual property, or when a competitor generic product utilizing the licensed technology is marketed in the particular country. Intiva Kotzker shall be responsible for development milestone payments for (i) licensed products for use as a preventative and therapeutic neuroprotective against nerve agents and pesticides and (ii) licensed products for treatment of diseases. Milestone payments for each of the foregoing will each be due in two payments, the first payment no later than thirty (30) days from acceptance of submission of the regulatory filing of the first licensed product and the second payment no later than thirty (30) days from approval of the first licensed product. Royalties will be due beginning with first commercial sale of developed products. The Company has completed and submitted a Pre-Investigational New Drug meeting request and amendment thereto with the FDA. In September, 2017, BioPharma entered into a contract with a contract manufacturing organization to develop an injectible formulation of a drug product to be submitted to the FDA. It is anticipated that the product will be developed utilizing the new drug application 505(b) (2) regulatory pathway for use in the treatment during and immediately following exposure to organophosphorous nerve agents. The drug product is to consist of a synthetic cannabinoid and a blend of terpenes in an injectible vehicle. On February 28, 2018, the Company obtained a worldwide exclusive license with respect to a proprietary delivery system for cannabinoid-based medications. Upon execution of the agreement, as amended September 18, 2018, $35,000 was paid to the licensor, $10,000 was paid on November 1, 2018, $20,000 is due on February 28, 2019 and a final payment, in cash or stock at the option of the Company, of $35,000 is due August 31, 2019. The Company is required to pay milestone payments upon obtaining regulatory approval of pharmaceutical licensed products and royalties based upon sales of licensed products. The Company may grant sublicenses under the terms of the agreement. As of September 30, 2018, the Company capitalized $35,000 under the license agreement.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Stockholders' Equity	Note 5 – Stockholders’ Equity Warrants The Company has issued warrants to investors in a series of subscription agreements in equity financings. On July 27, 2018, Company extended the expiration date of its Class C Warrants, from July 27, 2018, to August 8, 2018, and also offered holders of the Class C Warrants who did not wish to exercise their warrants the opportunity to exchange their Class C Warrants for new warrants. Each new warrant, denominated as Class D, is exercisable through November 30, 2018 to purchase one unit for $1.00, each unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock at a price of $2.00 per share through January 31, 2019. Holders of 944,400 Class C warrants were issued Class D warrants. On September 12, 2018, the Company authorized the issuance of 94,000 Class E warrants to those shareholders who exercised their Class C warrants and did not exchange them for Class D warrants. Each Class E warrant is exercisable to purchase one share of common stock at a price of $2.00 per share through January 31, 2019. The relative fair value of each warrant issuance is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan as of September 30, 2018: Average risk-free interest rates 2.0% - 2.16% Average expected life (in years) .35 to .39 Volatility 175% to 296% The relative fair value attached to the Class D warrants is $151,467 and the relative fair value attached to the Class E warrants is $4,467 as of the grant date. A summary of warrant activity during the three months ended September 30, 2018 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2018 1,034,400 $ .53 .1 Granted 1,038,400 $ 1.09 Exercised - Expired (1,034,400 ) $ .53 Outstanding and exercisable – September 30, 2018 1,038,400 $ 1.09 .2 The following table summarizes information about warrants outstanding at September 30, 2018: Number Exercise Price Expires Class D 944,400 $ 1.00 November 30, 2018 Class E 94,000 $ 2.00 January 31, 2019 2017 Stock Incentive Plan 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). On July 25, 2018, the Company accelerated the vesting of 1,083,342 unvested shares of Common Stock previously granted to its’ former Chief Executive Officer and Chief Financial Officer. As of September 30, 2018, 600,000 of the shares issued (valued at $75,000) are subject to forfeiture until vesting occurs. 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. In July 2018, the Board of Directors granted options to purchase a total of 1,810,000 shares of Common Stock, exercisable for a period of seven years, to officers/directors/consultants of the Company at an exercise price of $0.54 per share. In August 2018, the Board of Directors granted options to purchase a total of 150,000 shares of Common Stock, exercisable for a period of seven years, to two individuals, (i) a director and (ii) a consultant of the Company, at an exercise price of $0.38 per share. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan as of September 30, 2018: Average risk-free interest rates 2.7% - 3.01% Average expected life (in years) 4.0 to 7.0 Volatility 171% to 296% The fair value of the options granted during the three months ended September 30, 2018 is $950,658. Amortization of the vested portion of the options charged to operations was $277,617 for the period, and $673,041 is unamortized at September 30, 2018. A summary of option activity during the three months ended September 30, 2018 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2018 - Granted 1,960,000 $ 0.53 Exercised - Expired - Outstanding – September 30, 2018 1,960,000 $ 0.53 6.8 Exercisable – September 30, 2018 571,250

Related Party Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions BioPharma was formed as a subsidiary of Intiva USA, which is a subsidiary of Kanativa Inc. At September 30, 2018, BioPharma was owed $113,167 from Intiva USA for advances made by BioPharma on behalf of Intiva USA in conjunction with the Share Exchange Agreement (See Note 3). The balance due from Intiva USA is being repaid at $1,500 per month for 18 months commencing September 1, 2018 with the remaining balance due on March 1, 2020. During the three months ended September 30, 2018, $1,500 was repaid to the Company pursuant to the agreement with Intiva USA. On August 10, 2017, the Board of Directors 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), under the Company’s 2017 Stock Incentive Plan. 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 September 30, 2018, 600,000 of the shares issued (valued at $75,000) are subject to forfeiture until vesting occurs. Certain Directors and the Chief Financial Officer of the Company are also directors and officers of Kanativa Inc., and other subsidiaries and affiliated entities of Kanativa Inc.

Subsequent Events

Subsequent Events	3 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 7 – Subsequent Events 2018 Equity Incentive Plan On October 17, 2018, the Board of Directors granted options to purchase an aggregate 800,000 shares of Common Stock, exercisable for a period of seven years, to officers/directors of the Company at an exercise price of $0.655 per share and confirmed a grant of options made as of October 1, 2018, to purchase 500,000 shares of Common Stock, exercisable for a period of seven years, to an officer and director of the Company at an exercise price $0.48. All of the options were fully vested as of the date of grant. CRX Limited Liability Company Interest Purchase Agreement On October 26, 2018, Company entered into a Limited Liability Company Interest Purchase Agreement (the “Purchase Agreement”) with the members of CRX Bio Holdings LLC, a Delaware limited liability company (“CRX”), to acquire all of the membership interest in CRX in exchange for 11,000,000 restricted shares of the Company’s common stock (the “Acquisition”). CRX is engaged in the research and development of advanced cannabinoid formulations and drug delivery systems with a focus on bioavailability and related pharmacokinetics and pharmacodynamics (PK/PD) enhancement. The Acquisition transaction was consummated on October 26, 2018. By acquiring CRX as a wholly-owned subsidiary, the Company acquired all of its assets, which consist primarily of three U.S. provisional patent applications relating to cannabinoid formulations to treat convulsive disorders, chronic traumatic encephalopathy, and neuropathic pain. At the closing, the Company issued to the six members of CRX (the “Sellers”) 1,100,000 shares not subject to any forfeiture restrictions and 9,900,000 shares which shall be released from forfeiture restrictions according to the following vesting schedule: ● 30% shall be fully vested 12 months following the Closing (October 26, 2019); ● 30% shall be fully vested 24 months following the Closing (October 26, 2020); and ● 30% shall be fully vested 36 months following the Closing (October 26, 2021). Any Seller who is not then providing services to the Company or any of its subsidiaries on any vesting date, whether through voluntary termination or termination “for cause,” will forfeit his unvested shares, which will be cancelled. Immediately after closing, Alex Wasyl, the CEO of CRX, was elected to serve as a director and the CEO of the Company. Alain Bankier, who had been serving as the interim CEO of the Company, was elected to serve as the Company’s Executive Chairman of the Board of Directors and Chief Strategy Officer. Richard Greenberg resigned his position as Chairman of the Board, but continues to serve on the Board.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Valuation of Long-lived Assets	Valuation of Long-Lived Assets The Company reviews the recoverability of its long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2018 and June 30, 2018, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.
Fair Value Measurements	Fair Value Measurements The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2018 and June 30, 2018, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.
Earnings Per Common Share	Earnings per Common Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Research and Development Expenses	Research and Development Expenses Research and development expenses are charged to operations as incurred. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are deposited with major banks in the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk.
Stock-based Compensation	Stock-based compensation Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the statement of operations based on their fair values.
Issuance of Shares for Non-cash Consideration	Issuance of shares for non-cash consideration The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820).” The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Sep. 30, 2018
Schedule of Fair Value of Stock Options Assumptions	The relative fair value of each warrant issuance is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan as of September 30, 2018: Average risk-free interest rates 2.0% - 2.16% Average expected life (in years) .35 to .39 Volatility 175% to 296%
Summary of Warrant Activity	A summary of warrant activity during the three months ended September 30, 2018 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2018 1,034,400 $ .53 .1 Granted 1,038,400 $ 1.09 Exercised - Expired (1,034,400 ) $ .53 Outstanding and exercisable – September 30, 2018 1,038,400 $ 1.09 .2
Schedule of Warrants Outstanding	The following table summarizes information about warrants outstanding at September 30, 2018: Number Exercise Price Expires Class D 944,400 $ 1.00 November 30, 2018 Class E 94,000 $ 2.00 January 31, 2019
Schedule of Stock Option Activity	A summary of option activity during the three months ended September 30, 2018 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2018 - Granted 1,960,000 $ 0.53 Exercised - Expired - Outstanding – September 30, 2018 1,960,000 $ 0.53 6.8 Exercisable – September 30, 2018 571,250
2018 Equity Incentive Plan [Member]
Schedule of Fair Value of Stock Options Assumptions	The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan as of September 30, 2018: Average risk-free interest rates 2.7% - 3.01% Average expected life (in years) 4.0 to 7.0 Volatility 171% to 296%

Nature of Business and Basis _2

Nature of Business and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2017	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating loss	$ 2,272,192
Working capital		$ 540,610

Share Exchange Agreement (Detai

Share Exchange Agreement (Details Narrative) - $ / shares	Aug. 08, 2017	Sep. 30, 2018	Jun. 30, 2018
Common stock par value		$ 0.0001	$ 0.0001
Share Exchange Agreement [Member] | Post-Reverse Stock-Split [Member]
Reverse stock-split shares	42,642,712
Common stock par value	$ 0.0001
Share Exchange Agreement [Member] | Pre-Reverse Split [Member]
Reverse stock-split shares	20,000,000

License Agreements (Details Nar

License Agreements (Details Narrative) - USD ($)	Sep. 18, 2018	Mar. 31, 2017	Sep. 30, 2018	Jun. 30, 2018	Jun. 30, 2017
License cost			$ 337,915	$ 337,915
Payment to license	$ 35,000
November 1, 2018 [Member]
Payment to license			10,000
February 28, 2019 [Member]
Payment to license			20,000
August 31, 2019 [Member]
Payment to license			35,000
License Agreement [Member]
Due to related party					$ 65,000
Kotzker Consulting LLC [Member]
Due to related party		$ 180,000
Payment of patent prosecution costs		$ 15,000
Number of common stock shares issued		31,550
Value of common stock shares		$ 78,875
Share issued price per share		$ 2.50
License cost			$ 302,915
Kotzker Consulting LLC [Member] | License Agreement [Member]
Capitalized legal fees		$ 29,040

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Jul. 27, 2018	Aug. 10, 2017	Aug. 10, 2017	Jul. 31, 2018	Sep. 30, 2018	Jul. 25, 2018	Mar. 30, 2018
Warrant to purchase common stock description	Each new warrant, denominated as Class D, is exercisable through November 30, 2018 to purchase one unit for $1.00, each unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock at a price of $2.00 per share through January 31, 2019.
Fair value of warrants					$ 155,934
Number of shares cancelled unvested					600,000
Number of shares cancelled unvested, value					$ 75,000
Options exercisable term					6 years 9 months 18 days
Fair value of stock option granted					1,960,000
Chief Executive Officer and Chief Financial Officer [Member]
Number of unvested shares of common stock						1,083,342
2017 Stock Incentive Plan [Member]
Number of common stock shares issued					600,000
Value of common stock shares					$ 75,000
2017 Stock Incentive Plan [Member] | Five Officers and Directors [Member]
Number of common stock shares issued		6,400,000	6,400,000
Value of common stock shares		$ 800,000	$ 800,000
Stock price per share		$ 0.125	$ 0.125
2018 Equity Incentive Plan [Member]
Common stock reserved for issuance							8,000,000
Fair value of stock option granted					950,658
Amortization of vested option					$ 277,617
Unamortization of vested option					$ 673,041
2018 Equity Incentive Plan [Member] | Officers / Directors / Consultants [Member]
Number of options to purchase shares of common stock				1,810,000
Options exercisable term				7 years
Options exercise price per share				$ 0.54
2018 Equity Incentive Plan [Member] | Two Individuals [Member]
Number of options to purchase shares of common stock				150,000
Options exercisable term				7 years
Options exercise price per share				$ 0.38
Class C Warrants [Member]
Warrant expiration date	Company extended the expiration date of its Class C Warrants, from July 27, 2018, to August 8, 2018.
Class D [Member]
Number of warrants issued	944,400
Warrants, Exercise Price					$ 1
Fair value of warrants					$ 151,467
Class E [Member]
Number of warrant authorized	94,000
Warrants, Exercise Price	$ 2				$ 2
Fair value of warrants					$ 4,467

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Fair Value of Stock Options Assumptions (Details)	3 Months Ended
	Sep. 30, 2018
Average risk-free interest rates, Minimum	2.00%
Average risk-free interest rates, Maximum	2.16%
Volatility, Minimum	175.00%
Volatility, Maximum	296.00%
2018 Equity Incentive Plan [Member]
Average risk-free interest rates, Minimum	2.70%
Average risk-free interest rates, Maximum	3.01%
Volatility, Minimum	171.00%
Volatility, Maximum	296.00%
Minimum [Member]
Average expected life (in years)	4 months 6 days
Minimum [Member] | 2018 Equity Incentive Plan [Member]
Average expected life (in years)	4 years
Maximum [Member]
Average expected life (in years)	4 months 20 days
Maximum [Member] | 2018 Equity Incentive Plan [Member]
Average expected life (in years)	7 years

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Warrant Activity (Details)	3 Months Ended
	Sep. 30, 2018$ / sharesshares
Equity [Abstract]
Number of shares, Outstanding and exercisable beginning balance	1,034,400
Number of shares, Granted	1,038,400
Number of shares, Exercised
Number of shares, Expired	(1,034,400)
Number of shares, Outstanding and exercisable ending balance	1,038,400
Weighted Average Exercise Price, Outstanding and exercisable beginning balance | $ / shares	$ .53
Weighted Average Exercise Price, Granted | $ / shares	1.09
Weighted Average Exercise Price, Expired | $ / shares	.53
Weighted Average Exercise Price, Outstanding and exercisable ending balance | $ / shares	$ 1.09
Weighted Average Remaining Contractual Term (Years), Outstanding and exercisable, beginning balance	1 month 6 days
Weighted Average Remaining Contractual Term (Years), Outstanding and exercisable, ending balance	2 months 12 days

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of Warrants Outstanding (Details) - $ / shares	3 Months Ended
	Sep. 30, 2018	Jul. 27, 2018
Class D [Member]
Warrants Outstanding, Shares	944,400
Warrants Outstanding, Exercise Price	$ 1
Warrants Outstanding, Expires	Nov. 30, 2018
Class E [Member]
Warrants Outstanding, Shares	94,000
Warrants Outstanding, Exercise Price	$ 2	$ 2
Warrants Outstanding, Expires	Jan. 31, 2019

Stockholders' Equity - Schedu_3

Stockholders' Equity - Schedule of Stock Option Activity (Details)	3 Months Ended
	Sep. 30, 2018$ / sharesshares
Equity [Abstract]
Number of shares, Outstanding beginning balance
Number of shares, Granted	1,960,000
Number of shares, Exercised
Number of shares, Expired, forfeited or cancelled
Number of shares, Outstanding ending balance	1,960,000
Number of shares, Exercisable ending balance	571,250
Weighted Average Exercise Price, Granted | $ / shares	$ 0.53
Weighted Average Exercise Price, Outstanding ending balance | $ / shares	$ 0.53
Weighted Average Remaining Contractual Life (Years), Outstanding and exercisable	6 years 9 months 18 days

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Aug. 10, 2017	Aug. 10, 2017	Mar. 31, 2018	Sep. 30, 2018	Jun. 30, 2018
Due from related parties				$ 18,000	$ 15,000
Number of shares cancelled unvested				600,000
2017 Stock Incentive Plan [Member]
Number of common stock shares issued				600,000
Value of common stock shares issued				$ 75,000
2017 Stock Incentive Plan [Member] | Five Officers and Directors [Member]
Number of common stock shares issued	6,400,000	6,400,000
Value of common stock shares issued	$ 800,000	$ 800,000
Stock price per share	$ 0.125	$ 0.125
Stock option plan description	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
2017 Stock Incentive Plan [Member] | Chief Executive Officer [Member]
Number of shares cancelled unvested			1,166,667
Intiva USA [Member]
Due from related parties				113,167
Repaid to related party				$ 1,500
Debt maturity date				Mar. 1, 2020
Repayments of debt				$ 1,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - $ / shares	Oct. 26, 2018	Oct. 01, 2018	Sep. 30, 2018
Options exercisable term			6 years 9 months 18 days
Subsequent Event [Member] | CRX Limited Liability Company [Member] | October 26, 2019 [Member]
Share based compenastion vesting percentage	30.00%
Share based compensation vesting period	12 months
Subsequent Event [Member] | CRX Limited Liability Company [Member] | October 26, 2020 [Member]
Share based compenastion vesting percentage	30.00%
Share based compensation vesting period	24 months
Subsequent Event [Member] | CRX Limited Liability Company [Member] | October 26, 2021 [Member]
Share based compenastion vesting percentage	30.00%
Share based compensation vesting period	36 months
Subsequent Event [Member] | CRX Limited Liability Company [Member] | Restricted Stock [Member]
Share based Compensation stock options, vested	9,900,000
Subsequent Event [Member] | CRX Limited Liability Company [Member] | Interest Purchase Agreement [Member]
Number of common stock restricted shares	11,000,000
Number of common stock restricted shares forfeited	1,100,000
Subsequent Event [Member] | 2018 Equity Incentive Plan [Member] | Officers / Directors [Member]
Number of options to purchase shares of common stock	800,000	500,000
Options exercisable term	7 years	7 years
Options exercise price per share	$ 0.655	$ 0.48