Nexien BioPharma (NXEN) 10-Q 14 May 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2020	May 14, 2020
Document And Entity Information
Entity Registrant Name	NEXIEN BIOPHARMA, INC.
Entity Central Index Key	0001625288
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		53,984,004
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Jun. 30, 2019
Current Assets
Cash	$ 22,045	$ 146,356
Prepaids-related	90,667	99,667
other	4,371	64,647
Total current assets	117,083	310,670
Total Assets	117,083	310,670
Current Liabilities
Accounts payable and accrued expenses	22,330	44,750
Total current liabilities	22,330	44,750
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $.0001 par value; 10,000,000 authorized; none issued
Common stock-$.0001 par value; 200,000,000 shares authorized; 53,984,004 shares issued and outstanding -March 31, 2020; and 53,510,718 shares- June 30, 2019	5,398	5,351
Additional paid in capital	11,583,159	11,505,819
Common stock subject to forfeiture	(3,720,416)	(5,469,708)
Accumulated deficit	(7,773,388)	(5,775,542)
Total Stockholders' Equity	94,753	265,920
Total Liabilities and Stockholders' Equity	$ 117,083	$ 310,670

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Jun. 30, 2019
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	53,984,004	53,510,718
Common stock, shares outstanding	53,984,004	53,510,718

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue
Operating expenses
Professional fees	13,150	24,472	46,151	167,299
Research and development		2,711		48,689
General and administrative	546,520	457,627	1,916,695	3,025,550
License fee			35,000
Total operating expenses	559,670	484,810	1,997,846	3,241,538
Net loss	$ (559,670)	$ (484,810)	$ (1,997,846)	$ (3,241,538)
Loss per share - basic and diluted	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.06)
Weighted average shares outstanding - basic and diluted	53,984,004	53,715,996	53,889,221	50,163,056

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Unaudited) - 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
Issuance of shares for acquisition of CRx at $0.76 per share	$ 1,100	8,358,900	(7,524,000)		836,000
Issuance of shares for acquisition of CRx at $0.76 per share, shares	11,000,000
Vesting of management shares subject to forfeiture			191,668		191,668
Fair value of options and warrants issued for services		1,456,350			1,456,350
Fair value of warrants issued		155,934			155,934
Vesting of CRx shares			166,514		166,514
Cancellation of CRx shares	$ (173)	(1,316,527)	1,316,700
Cancellation of CRx shares, shares	(1,732,500)
Net loss				(3,241,538)	(3,241,538)
Balance at Mar. 31, 2019	$ 5,372	11,537,545	(6,078,286)	(4,716,167)	748,464
Balance shares at Mar. 31, 2019	53,715,996
Balance at Jun. 30, 2019	$ 5,351	11,505,819	(5,469,708)	(5,775,542)	265,920
Balance shares at Jun. 30, 2019	53,510,718
Vesting of management shares subject to forfeiture			18,750		18,750
Fair value of options and warrants issued for services		33,387			33,387
Issuance of stock for accounts payable at $0.09 per share	$ 1	1,499			1,500
Issuance of stock for accounts payable at $0.09 per share, shares	16,667
Issuance of stock for license at $0.09 per share	$ 38	34,962			35,000
Issuance of stock for license at $0.09 per share, shares	381,619
Issuance of stock for services at $0.10 per share	$ 8	7,492			7,500
Issuance of stock for services at $0.10 per share, shares	75,000
Amortization of CRx shares			1,730,542		1,730,542
Net loss				(1,997,846)	(1,997,846)
Balance at Mar. 31, 2020	$ 5,398	$ 11,583,159	$ (3,720,416)	$ (7,773,388)	$ 94,753
Balance shares at Mar. 31, 2020	53,984,004

Consolidated Statement of Sto_2

Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical)	Mar. 31, 2019$ / shares
CRX Bio Holdings LLC [Member]
Shares issued price, per share	$ 0.76

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities
Net loss	$ (1,997,846)	$ (3,241,538)
Adjustments to reconcile net loss to net cash used in operating activities
Stock based compensation	52,137	1,803,952
Fair value of shares issued for CRx Acquistion	1,730,542	1,002,514
Stock issued for services and license fee	42,500
Changes is assets and liabilities
Decrease (increase) in prepaids	69,276	(46,080)
Decrease in due from related party		7,500
(Decrease) in accounts payable and accrued expenses	(20,920)	(80,935)
Cash used in operating activities	(124,311)	(554,587)
Cash flows from investing activities
Cash paid for license		(30,000)
Cash used in investing activities		(30,000)
Cash flows from financing activities
Cash provided by financing activities
Net increase in cash and cash equivalents	(124,311)	(584,587)
Cash and cash equivalents, beginning of period	146,356	819,739
Cash and cash equivalents, end of period	22,045	235,152
Supplemental disclosure of non-cash investing and financing activities
Shares issued for settlement of accounts payable	1,500
Cancellation of CRx shares		$ 173

Nature of Business and Basis of

Nature of Business and Basis of Presentation	9 Months Ended
	Mar. 31, 2020
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 March 31, 2020 and June 30, 2019 and for the three- and nine- month periods ended March 31, 2020 and 2019 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 Kanativa USA Inc. (“Kanativa 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), NexN Inc. (“NexN”) and NexDM 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, 2019 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 $7,773,388. 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 significant amounts of capital funding for clinical trials, formulation and other matters. At March 31, 2020, the Company had working capital of $94,753. 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, formulation, 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 March 31, 2020 and for the three- and nine-month periods ended March 31, 2020 and 2019. All such adjustments are of a normal recurring nature.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Mar. 31, 2020
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 March 31, 2020 and June 30, 2019, 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 asset’s 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 March 31, 2020 and June 30, 2019, 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. Revenue Recognition Effective July 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. 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. Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year periods presentation. 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	9 Months Ended
	Mar. 31, 2020
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 Kanativa 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).

Prepaid Expenses

Prepaid Expenses	9 Months Ended
	Mar. 31, 2020
Prepaid Expense, Current [Abstract]
Prepaid Expenses	Note 4- Prepaid Expenses Prepaid expenses at March 31, 2020 consist of: Kanativa USA (Note 7) $ 90,667 Insurance and other 4,371 $ 95,038

License Agreements

License Agreements	9 Months Ended
	Mar. 31, 2020
License Agreements
License Agreements	Note 5 – License Agreements Kotzker License Agreement In March 2017, NexN 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, NexN 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, NexN 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 Kanativa Inc.’s common stock valued at $78,875 ($2.50 per share based on recent private placement to third parties of Kanativa 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 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. NexN 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. Accu-Break License Agreement On February 28, 2018, the Company obtained a worldwide exclusive license with respect to a proprietary delivery system for cannabinoid-based medications from Accu-Break Pharmaceuticals Inc (Accu-Break). Upon execution of the agreement, as amended September 18, 2018, $35,000 was paid to the licensor. An additional $10,000 was paid on November 1, 2018, $20,000 was paid on February 28, 2019. The final payment of $35,000 was paid effective August 31, 2019 in common stock of the Company, valued using the weighted average for the five trading days immediately preceding the due date of the payment and was charged to operations during the period. 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. At June 30, 2019, the Company has estimated that it may not be able to recover the $302,915 carrying value of costs capitalized under the Kotzker License Agreement, nor the $65,000 of costs capitalized under the Accu-Break License Agreement, and recognized an impairment of $367,915 for both licenses at June 30, 2019. Although the Company has recognized an impairment under Generally Accepted Accounting Principles, it retains its rights under both of these license agreements. The Company will charge to operations all future payments due under the license agreements.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	Note 6 – Stockholders’ Equity Common Stock During the nine months ended March 31, 2020, the Company issued shares of its common stock as follows: ● 16,667 shares, valued at $1,500 ($0.09 per share), as settlement for accounts payable. ● 75,000 shares, valued at $7,500 ($0.10 per share), for marketing services rendered to the Company. ● 381,619 shares, valued at $35,000 ($0.09 per share), as consideration for amounts due under the Company’s license agreement with Accu-Break (Note 5). 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”), valued at $0.76 per share. The transaction has been accounted for as an asset acquisition, and not a business combination, and has been valued at the fair value of the common stock issued by the Company, as CRX’s cost basis was $0 in the assets. 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); ● 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. The transaction has been valued at $8,360,000, based on the fair value of the 11,000,000 shares issued of $0.76 per share, as per the closing market price of the Company’s common stock on the date of the agreement. The $836,000 fair value of the 1,100,000 shares issued not subject to any forfeiture restrictions was charged to operations during the six months ended December 31, 2018. The $7,524,000 fair value of the 9,900,000 shares subject to forfeiture has been charged to stockholders’ equity as a contra equity account, and is being amortized over the vesting periods. The net amount charged to stockholder’s equity was $0 on the date of the acquisition. During the year ended June 30, 2019 and nine-month period ended March 31, 2020, $1,484,042 and $1,730,542, respectively, has been charged to operations for the value of vested shares issued and the amortization of the unvested CRX shares. 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 March 31, 2020, all shares issued under the 2017 Stock Incentive Plan have been fully vested. 2018 Equity Incentive Plan (i) 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: Average risk-free interest rates 2.3% - 2.8 % Average expected life (in years) 4.0 to 7.0 Volatility 160% to 296 % The fair value of the fully vested options granted of $635,101 was charged to operations as of March 31, 2020. (ii) 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 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: Average risk-free interest rates 2.88% - 2.93 % Average expected life (in years) 4.0 Volatility 171% to 172 % The fair value of the fully vested options granted of $803,997 was charged to operations during the year ended June 30, 2019. A summary of option activity during the nine months ended March 31, 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding -June 30, 2019 3,032,500 $ 0.56 6.2 Granted - Exercised - Expired (Canceled) (37,500 ) Outstanding March 31, 2020 2,995,000 $ 0.55 5.4 Exercisable March 31, 2020 2,995,000 $ 0.55 5.4

Related Party Transactions

Related Party Transactions	9 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 7 – Related Party Transactions BioPharma was formed as a subsidiary of Kanativa USA, which is a subsidiary of Kanativa Inc. At March 31, 2020, BioPharma was owed $90,667 from Kanativa USA for advances made by BioPharma on behalf of Kanativa USA in conjunction with the Share Exchange Agreement (See Note 3). The balance due from Kanativa USA was being repaid at $1,500 per month for 18 months commencing September 1, 2018 with the remaining balance due on March 1, 2020. BioPharma extended the due date for payment of the remaining balance to June 30, 2020. 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. During the nine months ended March 31, 2020, $18,750 was charged to operations for the vesting of management shares issued subject to forfeiture. All shares granted have been fully vested. Certain Officers and Directors of the Company are also officers and directors of Kanativa Inc., and other subsidiaries and affiliated entities of Kanativa Inc.

Subsequent Events

Subsequent Events	9 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events The Company has analyzed its operations subsequent to March 31, 2020 through the date these financial statements were issued, and has determined that it does not have any material sub subsequent events to disclose.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Mar. 31, 2020
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 March 31, 2020 and June 30, 2019, 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 asset’s 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 March 31, 2020 and June 30, 2019, 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.
Revenue Recognition	Revenue Recognition Effective July 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Research and Development Expenses	Research and Development Expenses Research and development expenses are charged to operations as incurred.
Concentrations of Credit Risk	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.
Reclassifications	Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year periods presentation.
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.

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	9 Months Ended
	Mar. 31, 2020
Prepaid Expense, Current [Abstract]
Schedule of Prepaid Expenses	Prepaid expenses at March 31, 2020 consist of: Kanativa USA (Note 7) $ 90,667 Insurance and other 4,371 $ 95,038

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Mar. 31, 2020
Equity [Abstract]
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: Average risk-free interest rates 2.3% - 2.8 % Average expected life (in years) 4.0 to 7.0 Volatility 160% to 296 % 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: Average risk-free interest rates 2.88% - 2.93 % Average expected life (in years) 4.0 Volatility 171% to 172 %
Schedule of Stock Option Activity	A summary of option activity during the nine months ended March 31, 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding -June 30, 2019 3,032,500 $ 0.56 6.2 Granted - Exercised - Expired (Canceled) (37,500 ) Outstanding March 31, 2020 2,995,000 $ 0.55 5.4 Exercisable March 31, 2020 2,995,000 $ 0.55 5.4

Nature of Business and Basis _2

Nature of Business and Basis of Presentation (Details Narrative)	9 Months Ended
	Mar. 31, 2020USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating loss	$ 7,773,388
Working capital	$ 94,753

Share Exchange Agreement (Detai

Share Exchange Agreement (Details Narrative) - $ / shares	Aug. 08, 2017	Mar. 31, 2020	Jun. 30, 2019
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

Prepaid Expenses - Schedule of

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($)	Mar. 31, 2020	Jun. 30, 2019
Prepaid Expense, Current [Abstract]
Kanativa USA (Note 7)	$ 90,667	$ 99,667
Insurance and other	4,371
Prepaid expenses	$ 95,038

License Agreements (Details Nar

License Agreements (Details Narrative) - USD ($)	Aug. 31, 2019	Feb. 28, 2019	Nov. 01, 2018	Sep. 18, 2018	Mar. 31, 2017	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2019	Jun. 30, 2017
Payment to license	$ 35,000						$ 30,000
License Agreement [Member]
Due to related party									$ 65,000
Impairment of licenses								$ 367,915
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
Shares issued price per share					$ 2.50
Kotzker Consulting LLC [Member] | License Agreement [Member]
Capitalized legal fees					$ 29,040
Capitalized cost of intangible assets								302,915
Accu-Break Pharmaceuticals, Inc. [Member]
Payment to license		$ 20,000	$ 10,000	$ 35,000
Accu-Break Pharmaceuticals, Inc. [Member] | License Agreement [Member]
Capitalized cost of intangible assets								$ 65,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)

Oct. 26, 2018

Oct. 17, 2018

Oct. 02, 2018

Aug. 10, 2017

Aug. 31, 2018

Jul. 31, 2018

Dec. 31, 2018

Mar. 31, 2020

Mar. 31, 2019

Jun. 30, 2019

Jul. 25, 2018

Jun. 30, 2018

Mar. 30, 2018

Stock issued during period settlement for accounts payable

$ 1,500

Issuance of stock for service

7,500

Stock issued during consideration for amounts

35,000

Fair value of shares issued

$ 836,000

Stockholder's equity

$ 94,753

748,464

$ 265,920

$ 1,183,536

Options exercisable term

5 years 4 months 24 days

Chief Executive Officer and Chief Financial Officer [Member]

Number of unvested shares of common stock

1,083,342

2017 Stock Incentive Plan [Member] | Five Officers and Directors [Member]

Shares issued price per share

$ 0.125

Number of common stock shares issued

6,400,000

Value of common stock shares

$ 800,000

2018 Equity Incentive Plan [Member]

Common stock reserved for issuance

8,000,000

Fair value of stock option granted

$ 635,101

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

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

Fair value of stock option granted

803,997

CRX Limited Liability Company [Member]

Value of vested shares issued and amortization of unvested shares

$ 1,730,542

1,484,042

CRX Limited Liability Company [Member] | October 26, 2019 [Member]

Share based compensation vesting percentage

30.00%

Share based compensation vesting period

12 months

CRX Limited Liability Company [Member] | October 26, 2020 [Member]

Share based compensation vesting percentage

30.00%

Share based compensation vesting period

24 months

CRX Limited Liability Company [Member] | October 26, 2021 [Member]

Share based compensation vesting percentage

30.00%

Share based compensation vesting period

36 months

CRX Limited Liability Company [Member] | Interest Purchase Agreement [Member]

Shares issued price per share

$ 0.76

Number of common stock restricted shares

11,000,000

Fair value of common stock issued for asses acquisition

$ 0

Number of common stock restricted shares forfeited

1,100,000

Share based compensation stock options, vested

9,900,000

Fair value of shares issued

$ 8,360,000

$ 836,000

Number of common stock shares issued

11,000,000

Fair value of stock option, vested

$ 7,524,000

Stockholder's equity

$ 0

CRX Limited Liability Company [Member] | Interest Purchase Agreement [Member] | Restricted Stock [Member]

Shares issued price per share

$ 0.76

Number of common stock restricted shares forfeited

1,100,000

Services [Member]

Shares issued price per share

$ 0.10

License [Member]

Shares issued price per share

0.09

Accounts Payable [Member]

Shares issued price per share

$ 0.09

Common Stock [Member]

Stock issued during period settlement for accounts payable, shares

16,667

Stock issued during period settlement for accounts payable

$ 1,500

Issuance of stock for service, shares

75,000

Issuance of stock for service

$ 7,500

Stock issued during consideration for amounts, shares

381,619

Stock issued during consideration for amounts

$ 35,000

Common Stock [Member]

Stock issued during period settlement for accounts payable, shares

16,667

Stock issued during period settlement for accounts payable

$ 1

Issuance of stock for service, shares

75,000

Issuance of stock for service

$ 8

Stock issued during consideration for amounts, shares

381,619

Stock issued during consideration for amounts

$ 38

Fair value of shares issued

1,100

Stockholder's equity

$ 5,398

$ 5,372

$ 5,351

$ 4,445

Common Stock [Member] | Services [Member]

Shares issued price per share

$ 0.10

Common Stock [Member] | License [Member]

Shares issued price per share

0.09

Common Stock [Member] | Accounts Payable [Member]

Shares issued price per share

$ 0.09

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Fair Value of Stock Options Assumptions (Details) - 2018 Equity Incentive Plan [Member]	Oct. 17, 2018	Aug. 31, 2018
Average risk-free interest rates, Minimum	2.88%	2.30%
Average risk-free interest rates, Maximum	2.93%	2.80%
Average expected life (in years)	4 years
Volatility, Minimum	171.00%	160.00%
Volatility, Maximum	172.00%	296.00%
Minimum [Member]
Average expected life (in years)		4 years
Maximum [Member]
Average expected life (in years)		7 years

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of Stock Option Activity (Details)	9 Months Ended
	Mar. 31, 2020$ / sharesshares
Equity [Abstract]
Number of shares, Outstanding beginning balance	3,032,500
Number of shares, Granted
Number of shares, Exercised
Number of shares, Expired (Canceled)	(37,500)
Number of shares, Outstanding ending balance	2,995,000
Number of shares, Exercisable ending balance	2,995,000
Weighted Average Exercise Price, Granted | $ / shares	$ 0.56
Weighted Average Exercise Price, Outstanding ending balance | $ / shares	0.55
Weighted Average Exercise Price, Exercisable ending balance | $ / shares	$ 0.55
Weighted Average Remaining Contractual Life (Years), Granted	6 years 2 months 12 days
Weighted Average Remaining Contractual Life (Years), Outstanding ending balance	5 years 4 months 24 days
Weighted Average Remaining Contractual Life (Years), Exercisable ending balance	5 years 4 months 24 days

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Aug. 10, 2017	Mar. 31, 2018	Mar. 31, 2020	Mar. 31, 2019
Vesting of management shares subject to forfeiture			$ 18,750	$ 191,668
2017 Stock Incentive Plan [Member] | Five Officers and Directors [Member]
Number of common stock shares issued	6,400,000
Value of common stock shares issued	$ 800,000
Stock price per share	$ 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
Kanativa USA [Member]
Due from related parties			90,667
Repayments of debt			$ 1,500
Debt instrument description			For 18 months commencing September 1, 2018 with the remaining balance due on March 1, 2020. BioPharma extended the due date for payment of the remaining balance to June 30, 2020.
Debt maturity date			Mar. 1, 2020