Document and Entity Information
Document and Entity Information | 9 Months Ended |
Jun. 30, 2019 | |
Document And Entity Information | |
Entity Registrant Name | Telemynd, Inc. |
Entity Central Index Key | 0001771077 |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Document Type | S-1/A |
Document Period End Date | Jun. 30, 2019 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | DE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,443,400 | $ 3,254,700 |
Accounts receivable, net | 183,400 | 63,300 |
Prepaid insurance | 57,900 | |
Prepaid expenses and other current assets | 151,700 | 134,700 |
Total current assets | 2,778,500 | 3,510,600 |
Property and equipment, net | 82,800 | 110,800 |
Intangible assets, net | 74,300 | 116,500 |
Goodwill | 1,386,800 | 1,386,800 |
Other assets | 26,000 | 27,100 |
TOTAL ASSETS | 4,348,400 | 5,151,800 |
CURRENT LIABILITIES: | ||
Accounts payable (including $38,900 and $30,350 to related parties as of June 30, 2019 and September 30, 2018, respectively) | 561,500 | 346,900 |
Accrued liabilities | 518,600 | 268,900 |
Accrued compensation | 207,100 | 175,400 |
Accrued compensation - related parties | 457,300 | 209,300 |
Accrued interest and other liabilities | 3,900 | 3,900 |
Deferred revenue | 175,800 | 159,700 |
Current portion of leases | 1,500 | 1,300 |
Total current liabilities | 1,925,700 | 1,165,400 |
LONG-TERM LIABILITIES | ||
Long-term borrowing, net | 615,800 | 587,700 |
Accrued interest on long-term borrowing | 122,100 | 110,100 |
Long-term portion of capital lease | 900 | 2,100 |
Total long-term liabilities | 738,800 | 699,900 |
TOTAL LIABILITIES | 2,664,500 | 1,865,300 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value; 15,000,000 authorized; 1,500,000 shares of Series A Preferred Stock and 500,000 shares of Series A-1 authorized; 550,000 shares of Series A Preferred Stock and 500,000 shares of Series A-1 issued and outstanding as of June 30, 2019 and as of September 30, 2018; aggregate liquidation preference of $1,968,750 as of June 30, 2019 and as of September 30, 2018; | 1,100 | 1,100 |
Common stock, $0.001 par value; 250,000,000 shares authorized as of June 30, 2019 and September 30, 2018 respectively, 12,701,266 and 7,407,254 shares issued and outstanding as of June 30, 2019 and September 30, 2018, respectively; | 12,700 | 7,400 |
Additional paid-in capital | 95,789,800 | 89,257,700 |
Accumulated deficit | (92,003,100) | (85,245,300) |
Stockholders' Equity Attributable to Parent | 3,800,500 | 4,020,900 |
Non-controlling interest | (2,116,600) | (734,400) |
Total stockholders' equity | 1,683,900 | 3,286,500 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 4,348,400 | 5,151,800 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value; 15,000,000 authorized; 1,500,000 shares of Series A Preferred Stock and 500,000 shares of Series A-1 authorized; 550,000 shares of Series A Preferred Stock and 500,000 shares of Series A-1 issued and outstanding as of June 30, 2019 and as of September 30, 2018; aggregate liquidation preference of $1,968,750 as of June 30, 2019 and as of September 30, 2018; | ||
Series A-1 Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value; 15,000,000 authorized; 1,500,000 shares of Series A Preferred Stock and 500,000 shares of Series A-1 authorized; 550,000 shares of Series A Preferred Stock and 500,000 shares of Series A-1 issued and outstanding as of June 30, 2019 and as of September 30, 2018; aggregate liquidation preference of $1,968,750 as of June 30, 2019 and as of September 30, 2018; |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Accounts payable due to related parties | $ 38,900 | $ 30,350 |
Preferred stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 15,000,000 | 15,000,000 |
Liquidation Preference | $ 1,968,750 | $ 1,968,750 |
Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 12,701,266 | 7,407,254 |
Common stock, outstanding | 12,701,266 | 7,407,254 |
Series A Preferred Stock | ||
Preferred stock, authorized | 1,500,000 | 1,500,000 |
Preferred stock, issued | 550,000 | 550,000 |
Preferred stock, outstanding | 550,000 | 550,000 |
Series A-1 Preferred Stock | ||
Preferred stock, authorized | 500,000 | 500,000 |
Preferred stock, issued | 500,000 | 500,000 |
Preferred stock, outstanding | 500,000 | 500,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES | ||||
Total revenues | $ 527,000 | $ 391,700 | $ 1,374,200 | $ 973,600 |
COST OF REVENUES | ||||
Total cost of revenues | 407,600 | 244,200 | 929,000 | 627,400 |
GROSS MARGIN | 119,400 | 147,500 | 445,200 | 346,200 |
OPERATING EXPENSES | ||||
Research | 60,500 | 64,800 | 202,100 | 219,700 |
Product development | 274,800 | 361,900 | 749,100 | 973,300 |
Sales and marketing | 241,200 | 182,600 | 592,500 | 1,487,800 |
General and administrative | 2,245,500 | 2,451,600 | 6,969,600 | 5,967,400 |
Total operating expenses | 2,822,000 | 3,060,900 | 8,513,300 | 8,648,200 |
OPERATING LOSS | (2,702,600) | (2,913,400) | (8,068,100) | (8,302,000) |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (23,200) | (23,800) | (69,500) | (62,300) |
Total other income (expense) | (23,200) | (23,800) | (69,500) | (62,300) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (2,725,800) | (2,937,200) | (8,137,600) | (8,364,300) |
Income taxes | 100 | 2,400 | 1,900 | |
NET LOSS | (2,725,900) | (2,937,200) | (8,140,000) | (8,366,200) |
Net loss attributable to noncontrolling interest | (604,200) | (332,200) | (1,382,200) | (404,500) |
Net Loss attributable to MYnd Analytics, Inc. | $ (2,121,700) | $ (2,605,000) | $ (6,757,800) | $ (7,961,700) |
BASIC AND DILUTED LOSS PER SHARE: (in dollars per share) | $ (0.2) | $ (0.46) | $ (0.76) | $ (1.66) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic and Diluted (in shares) | 10,722,152 | 5,698,523 | 8,880,214 | 4,793,273 |
Neurometric services | ||||
REVENUES | ||||
Total revenues | $ 36,500 | $ 65,600 | $ 160,500 | $ 198,700 |
COST OF REVENUES | ||||
Total cost of revenues | 3,400 | 14,700 | 14,900 | 133,500 |
Telepsychiatry services | ||||
REVENUES | ||||
Total revenues | 490,500 | 326,100 | 1,213,700 | 774,900 |
COST OF REVENUES | ||||
Total cost of revenues | $ 404,200 | $ 229,500 | $ 914,100 | $ 493,900 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Sub-Total MYnd Stockholders' Equity | Non-controlling Interest | Total |
Balance at Beginning at Sep. 30, 2017 | $ 4,300 | $ 80,189,700 | $ (75,646,600) | $ 4,547,400 | $ 4,547,400 | ||
Balance at Beginning (in shares) at Sep. 30, 2017 | 4,299,311 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 100 | 336,500 | 336,600 | 336,600 | |||
Stock-based compensation (in shares) | 37,500 | ||||||
Common Stock issued to vendors for services | 14,800 | 14,800 | 14,800 | ||||
Common Stock issued to vendors for services (in shares) | 23,750 | ||||||
Net loss | (2,769,300) | (2,769,300) | (2,769,300) | ||||
Balance at ending at Dec. 31, 2017 | $ 4,400 | 80,541,000 | (78,415,900) | 2,129,500 | 2,129,500 | ||
Balance at ending (in shares) at Dec. 31, 2017 | 4,360,561 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 256,400 | 256,400 | 256,400 | ||||
Stock-based compensation (in shares) | 20,000 | ||||||
Common Stock issued to vendors for services | 11,000 | 11,000 | 11,000 | ||||
Common Stock issued to vendors for services (in shares) | (16,250) | ||||||
Stock issued for preferred shares | $ 1,100 | 2,098,900 | 2,100,000 | 2,100,000 | |||
Stock issued for preferred shares (in shares) | 1,050,000 | ||||||
Net loss | (2,587,400) | (2,587,400) | (72,300) | (2,659,700) | |||
Balance at ending at Mar. 31, 2018 | $ 4,400 | $ 1,100 | 82,907,300 | 81,003,300 | 1,909,500 | (72,300) | 1,837,200 |
Balance at ending (in shares) at Mar. 31, 2018 | 4,364,311 | 1,050,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 110 | 761,190 | 761,300 | 761,300 | |||
Stock-based compensation (in shares) | 126,314 | ||||||
Shares issued to Aspire Capital Purchase Agreement | $ 1,650 | 2,856,950 | 2,858,600 | 2,858,600 | |||
Shares issued to Aspire Capital Purchase Agreement (in shares) | 1,652,222 | ||||||
Common Stock issued to vendors for services | $ 100 | 136,500 | 136,600 | 136,600 | |||
Common Stock issued to vendors for services (in shares) | 83,750 | ||||||
Stock issued for preferred shares | |||||||
Stock issued for preferred shares (in shares) | |||||||
Proceeds from Option Exercise | $ 40 | 54,160 | 54,200 | 54,200 | |||
Proceeds from Option Exercise (in shares) | 35,000 | ||||||
Net loss | (2,605,000) | (2,605,000) | (332,200) | (2,937,200) | |||
Balance at ending at Jun. 30, 2018 | $ 6,300 | $ 1,100 | 86,716,100 | (83,608,300) | 3,115,200 | (404,500) | 2,710,700 |
Balance at ending (in shares) at Jun. 30, 2018 | 6,261,597 | 1,050,000 | |||||
Balance at Beginning at Sep. 30, 2018 | $ 7,400 | $ 1,100 | 89,257,700 | (85,245,300) | 4,020,900 | (734,400) | 3,286,500 |
Balance at Beginning (in shares) at Sep. 30, 2018 | 7,407,254 | 1,050,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 200 | 517,100 | 517,300 | 517,300 | |||
Stock-based compensation (in shares) | 144,000 | ||||||
Common Stock issued to vendors for services | 5,600 | 5,600 | 5,600 | ||||
Common Stock issued to vendors for services (in shares) | 3,750 | ||||||
Net loss | (2,377,500) | (2,377,500) | (326,900) | (2,704,400) | |||
Balance at ending at Dec. 31, 2018 | $ 7,600 | $ 1,100 | 89,780,400 | (87,622,800) | 2,166,300 | (1,061,300) | 1,105,000 |
Balance at ending (in shares) at Dec. 31, 2018 | 7,555,004 | 1,050,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 258,000 | 258,000 | 258,000 | ||||
Stock-based compensation (in shares) | 30,000 | ||||||
Shares issued to Aspire Capital Purchase Agreement | $ 1,300 | 1,810,500 | 1,811,800 | 1,811,800 | |||
Shares issued to Aspire Capital Purchase Agreement (in shares) | 1,315,429 | ||||||
Common Stock issued to vendors for services | 47,000 | 47,000 | 47,000 | ||||
Common Stock issued to vendors for services (in shares) | 36,262 | ||||||
Net loss | (2,258,600) | (2,258,600) | (451,100) | (2,709,700) | |||
Balance at ending at Mar. 31, 2019 | $ 8,900 | $ 1,100 | 91,895,900 | (89,881,400) | 2,024,500 | (1,512,400) | 512,100 |
Balance at ending (in shares) at Mar. 31, 2019 | 8,936,695 | 1,050,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 50 | 438,150 | 438,200 | 438,200 | |||
Stock-based compensation (in shares) | 76,250 | ||||||
Shares issued to Aspire Capital Purchase Agreement | $ 900 | 909,200 | 910,100 | 910,100 | |||
Shares issued to Aspire Capital Purchase Agreement (in shares) | 908,080 | ||||||
Common Stock issued to vendors for services | $ 50 | 4,650 | 4,700 | 4,700 | |||
Common Stock issued to vendors for services (in shares) | 3,750 | ||||||
Proceeds from public offering | $ 2,800 | 2,541,900 | 2,544,700 | 2,544,700 | |||
Proceeds from public offering (in shares) | 2,776,491 | ||||||
Net loss | (2,121,700) | (2,121,700) | (604,200) | (2,725,900) | |||
Balance at ending at Jun. 30, 2019 | $ 12,700 | $ 1,100 | $ 95,789,800 | $ (92,003,100) | $ 3,800,500 | $ (2,116,600) | $ 1,683,900 |
Balance at ending (in shares) at Jun. 30, 2019 | 12,701,266 | 1,050,000 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (8,140,000) | $ (8,366,200) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 91,000 | 87,700 |
Change in provision for doubtful accounts | 6,700 | 2,700 |
Stock-based compensation | 1,213,500 | 1,335,100 |
Common stock issued to vendors for services | 57,300 | 162,400 |
Accretion of debt discount and accrued interest on long-term debt | 70,100 | 58,900 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (126,800) | (76,500) |
Prepaid expenses and other assets | 42,000 | (194,300) |
Accounts payable and accrued liabilities | 464,300 | (409,800) |
Deferred revenue | 16,100 | 119,800 |
Deferred compensation | 279,700 | (133,900) |
Net cash used in operating activities | (6,026,100) | (7,414,100) |
INVESTING ACTIVITES: | ||
Purchase of furniture and equipment | (20,800) | (55,200) |
Payment for acquisition of business, net of cash acquired | (149,100) | |
Forgiveness of loan in relation of acquisition | (157,500) | |
Net cash used in investing activities | (20,800) | (361,800) |
FINANCING ACTIVITIES: | ||
Principal payments on note payable | (30,000) | (38,300) |
Principal payments on capital lease | (1,000) | (900) |
Proceeds from Aspire Capital purchase agreements | 2,721,900 | 2,858,600 |
Proceeds from sale of common stock, net of costs | 2,544,700 | 2,100,000 |
Proceeds from stock options exercised | 54,200 | |
Net cash provided by financing activities | 5,235,600 | 4,973,600 |
NET DECREASE IN CASH | (811,300) | (2,802,300) |
CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD | 3,254,700 | 5,449,000 |
CASH AND CASH EQUIVALENTS - END OF THE PERIOD | 2,443,400 | 2,646,700 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 2,700 | 6,400 |
Income taxes | 2,400 | 1,900 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING & FINANCING ACTIVITIES: | ||
Long-term borrowings assumed in business combination | $ 651,700 |
Organization, Nature of Operati
Organization, Nature of Operations and Going Concern Uncertainty | 9 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Operations and Going Concern Uncertainty | 1. Organization, Nature of Operations and Going Concern Uncertainty Telemynd, Inc. is a newly-formed Delaware corporation ("Telemynd," "we," "us," "our," or the "Company") that prior to consummation of the Separation and Spin-Off (each as defined below) consummated on July 16, 2019 was a subsidiary of Mynd Analytics, Inc. ("MYnd") , did not conduct any activities. Unless the context suggests otherwise, references in these financial statements to "Telemynd," the "Company," "we," "our" and "us" refer to MYnd and its consolidated subsidiaries prior to the Separation and Spin-off and to Telemynd after the Separation and Spin-Off. In contemplation of the merger with Emmaus Life Sciences, Inc. ("Emmaus"), substantially all the assets and all the liabilities of MYnd, except for an aggregate of $250,000 of liabilities were contributed to us. Accordingly, our business and financial position is essentially the business and financial position of MYnd, except for those liabilities. In addition, our capital structure is similar to, but not identical to the capital structure of MYnd. Following the spin-off, the holders of our common stock prior to the merger received one share of Telemynd for each share of MYnd held by them as of the record date. In addition, the outstanding shares of preferred stock of MYnd were exchanged for shares of preferred stock on substantially the same economic terms as the outstanding preferred stock of Mynd. While the outstanding options and warrants of Mynd did not become options and warrants of Telemynd, Telemynd has an Equity Plan and intends to grant certain options and restricted stock grants upon closing of this offering. See "Executive and Director Compensation". In addition, Telemynd reserved 6,269,673 shares of its common stock for issuance upon exercise of certain Emmaus warrants. MYnd will make additional cash payments to Telemynd, not to exceed $2,500,000 in the aggregate, from all cash received by MYnd as a result of the exercise of any warrants or stock options of MYnd that were in effect prior to the Spin-off, to the extent that the proceeds from such warrant and option exercises exceeds $500,000, and less all such proceeds, if any, theretofore transferred or paid by MYnd to Telemynd pursuant to the Separation Agreement after the Spin-off. We are a technology enabled behavioral health company. Our solutions are designed to improve access to care through telemedicine and assist clinicians with the development of personalized treatment plans through a proprietary, artificial intelligence platform with a goal of improving behavioral health outcomes while decreasing overall healthcare costs. The global healthcare analytics market is expected to reach USD $42.8 billion by 2024 and the global market for behavioral and mental health software, and services is expected to grow at 11.8% CAGR and reach $4.3 billion by 2025, according to reports by Grand View Research, Inc. We, through our wholly owned subsidiary Arcadian Telepsychiatry, improves access to care with its national network of psychiatric providers and clinicians through a cloud-based system designed to deliver telemedicine. Telepsychiatry services can be embedded into primary care clinics, hospitals, skilled nursing and employer clinics to create a seamless care experience for patients and allow payers and providers to more directly control the care and costs associated with behavioral health. Telemynd is also a preferred provider of teletherapy solutions that are offered through Employee Assistance Programs (EAPs). EAPs are becoming an integrated component of most benefit plans and this is an efficient and scalable model for our teletherapy growth. Going Concern Uncertainty The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"), which contemplate continuation of the Company as a going concern. The Company's operations are subject to certain problems, expenses, difficulties, delays, complications, risks and uncertainties frequently encountered in the operation of a business. These risks include the ability to obtain adequate financing on a timely basis, if at all, the failure to develop or supply technology or services to meet the demands of the marketplace, the failure to attract and retain qualified personnel, competition within the industry, government regulation and the general strength of regional and national economies. The Company's recurring net losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. During the nine months ended June 30, 2019, the Company incurred a net loss of $8.1 million and used $6.0 million of net cash in operating activities. As of June 30, 2019, the Company's accumulated deficit was $92.0 million. In connection with these unaudited condensed consolidated financial statements, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company's ability to meet its obligations as they become due for the next twelve months from the date of issuance of these financial statements. Management assessed that there were such conditions and events, including a history of recurring operating losses, and negative cash flows from operating activities. To date, the Company has financed its cash requirements primarily from equity financings. The Company will need to raise funds immediately to continue its operations and increase demand for its services. Until it can generate sufficient revenues to meet its cash requirements, which it may never do, the Company must continue to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations. The Company's liquidity and capital requirements depend on several factors, including the rate of market acceptance of its services, the future profitability of the Company, the rate of growth of the Company's business and other factors described elsewhere in this Quarterly Report on Form 10-Q. The Company continues to explore additional sources of capital, but there is substantial doubt as to whether any financing arrangement will be available in amounts and on terms acceptable to the Company to permit it to continue operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the financial position, changes in stockholders' equity, results of operations and cash flows of the Company at the dates and for the periods indicated. The interim results for the quarter ended June 30, 2019 are not indicative of results for the full 2019 fiscal year or any other future interim periods. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Form 10-K for the year ended September 30, 2018. Basis of Consolidation The unaudited condensed consolidated financial statements include the results of the Company, its wholly owned subsidiary, Arcadian, two professional associations, Arcadian Telepsychiatry PA ("Texas PA") incorporated in Texas, Arcadian Telepsychiatry Florida P.A. ("Florida PA") incorporated in Florida, and two professional corporations, Arcadian Telepsychiatry P.C. ("Pennsylvania PC") incorporated in Pennsylvania and Arcadian Telepsychiatry of California, P.C. incorporated in California ("California PC" and together with the Pennsylvania PC, Florida PA and Texas PA, the "Arcadian Entities.") Arcadian is party to Management Services Agreements by and among it and the Arcadian Entities, pursuant to which Arcadian provides management and administrative services to each of the Arcadian Entities. Each entity is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. All intercompany balances and transactions have been eliminated upon consolidation. Segments We view our operations and manage our business as one operating segment. Variable Interest Entities (VIE) On November 13, 2017, Arcadian entered into a management and administrative services agreement with Texas PA and with Pennsylvania PC, for an initial fixed term of 20 years. In accordance with relevant accounting guidance, Texas PA and Pennsylvania PC are each determined to be a Variable Interest Entity ("VIE") as MYnd is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect Texas PA's and Pennsylvania PC's economic performance through its majority representation of the Texas PA and Pennsylvania PC; therefore, Texas PA and Pennsylvania PC are consolidated by MYnd. On January 19, 2018, Arcadian entered into a management and administrative services agreement with California PC, for an initial fixed term of 20 years. In accordance with relevant accounting guidance, California PC is determined to be a VIE and MYnd is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect California PC's economic performance through its majority representation of California PC; therefore, California PC is consolidated by MYnd. On March 27, 2018, Arcadian entered into a management and administrative services agreement with Florida PA, for an initial fixed term of 20 years. In accordance with relevant accounting guidance, Florida PA is determined to be a VIE and MYnd is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect Florida PA's economic performance through its majority representation of Florida PA; therefore, Florida PA is consolidated by MYnd. The Company holds a variable interest in the entities which contract with physicians and other health professionals in order to provide telepsychiatry services to Arcadian. The entities are considered variable interest entities since they do not have sufficient equity to finance their activities without additional financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits-that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the entities and funds and absorbs all losses of the VIE. In accordance with management service agreements entered into between the Company and medical professional corporations and associations in compliance with regulatory requirements within certain states, the Company has the power to direct activities of the VIE's and may transfer the assets from the individual VIEs. Therefore, the Company considers that there are no assets in any of the consolidated VIEs that may be relied upon to settle obligations of these entities. Furthermore, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs. Finally, none of the professional corporations or associations have purchased equipment nor are they responsible for handling cash or accounts receivable. There is no either explicit or implicit arrangement that requires the Company to provide financial support to the VIE, including events or circumstances that could expose the Company to a loss. For the nine months ended June 30, 2019 and 2018, the Company did not provide, nor does it intend to provide in the future, any financial or other support either explicitly or implicitly during the periods presented to its variable interest entities. In addition, there are no restrictions on the net income earned by the VIEs. The Company allocates all of the net income earned to the primary owner of the VIE. As part of the operating agreement with the VIE, the Company will be reimbursed for all cost incurred related to operating the VIE in addition to a management fee charged for oversight. For the nine months ended June 30, 2019 and 2018, no net income was allocated to the VIEs nor have any dividends been paid from the Company to the VIEs from inception to date, respectively. In addition, to the extent that the VIE is not a shareholder of the Company, the Company has not paid any dividends to the VIEs from inception to date and there are no dividend obligations within the management services agreement entered into with the medical professional corporations and associations. Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense, and related disclosure of assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, useful lives of furniture and equipment, intangible assets, valuation allowance on deferred taxes, valuation of equity instruments, and accrued liabilities. The Company bases its 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 sources. Actual results may differ materially from these estimates. Cash and Cash Equivalents The Company considers all liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit of $250,000. At June 30, 2019 cash exceeds the federally insured limit by $2.3 million. The Company believes that the risk of loss is minimal. To date, the Company has not experienced any losses related to cash deposits with financial institutions. Debt Instruments Debt instruments are initially recorded at fair value, with coupon interest and amortization of debt issuance discounts recognized in the statement of operations as interest expense at each period end while such instruments are outstanding. Fair Value of Financial Instruments Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, ASC 825-10 Recognition and Measurement of Financial Assets and Financial Liabilities defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company also analyzes all financial instruments with features of both liabilities and equity under ASC 480-10, ASC 815-10 and ASC 815-40. The FASB has established a framework for measuring fair value using generally accepted accounting principles. That framework provides 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 the fair value hierarchy are described as follows: ● Level I inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets; ● Level II 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 III inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset 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 must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounts Receivable, net The Company estimates the collectability of customer receivables on an ongoing basis by reviewing past-due invoices and assessing the current creditworthiness of each customer. Allowances are provided for specific receivables deemed to be at risk for collection which as of June 30, 2019 and September 30, 2018 were $8,500 and $1,800, respectively. Property and Equipment Property and equipment, which are recorded at cost, consist of office furniture and equipment which are depreciated, over their estimated useful lives on a straight-line basis. The useful lives of these assets are estimated to be between three and five years. Depreciation expense on furniture and equipment for the three months ended June 30, 2019 and 2018 was $16,700 and $16,100, respectively. Depreciation expense on furniture and equipment for the nine months ended June 30, 2019 and 2018 was $49,000 and $44,200, respectively. Accumulated depreciation at June 30, 2019 and September 30, 2018 was $198,200 and $149,200, respectively. Intangible Assets Costs for software developed for internal use are accounted for through the capitalization of those costs incurred in connection with developing or obtaining internal-use software. Capitalized costs for internal-use software are included in intangible assets in the unaudited condensed consolidated balance sheets. Capitalized software development costs are amortized over three years. Costs incurred during the preliminary project along with post-implementation stages of internal use computer software development and costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility and estimated economic life. On November 13, 2017, the Company acquired customer relationship and tradename intangibles in connection with the Arcadian acquisition which were recorded at fair value and are being amortized over an estimated useful life of four years on a straight-line basis. Amortization for the three months ended June 30, 2019 and 2018 was $14,000 and $14,000, respectively. Amortization for the nine months ended June 30, 2019 and 2018 was $42,000 and $38,700, respectively. Accumulated amortization was $136,300 and $94,200 at June 30, 2019 and September 30, 2018 respectively. The expected amortization of the intangible assets, as of June 30, 2019, is as follows: For the year ended September 30, Intangible assets 2019 (for the remaining three months) $ 12,000 2020 29,400 2021 29,400 2022 3,500 Total $ 74,300 Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant under performance relative to expected historical or projected future results of operations. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, additional impairment testing is not required. The Company tests for goodwill impairment annually on September 30. The Company performed a qualitative goodwill assessment at September 30, 2018 and concluded there was no impairment based on consideration of a number of factors, including the improvement in the Company's key operating metrics over the prior year, improvement in the strength of the general economy and the Company's continued execution against its overall strategic objectives. Based on the foregoing, the Company determined that it was not more likely than not that the fair value of its reporting unit is less than its carrying amount and therefore that no further impairment testing was required. During the nine months ended June 30, 2019, the Company did not record any Goodwill impairment. Accrued Compensation Accrued compensation consists of accrued vacation pay, accrued compensation granted by the Board but not paid, and accrued pay due to staff members. Accrued compensation – related parties consists of accrued vacation pay, accrued bonuses granted by the Board but not paid for officers and directors. Deferred Revenue Deferred revenue represents cash collected in advance of services being rendered but not earned as of June 30, 2019 and September 30, 2018. This represents a philanthropic grant for the payment of PEER Reports ordered in a clinical trial for a member of the U.S. Military, a veteran or their family members, the cost of which is not covered by other sources. On August 1, 2017, the Company entered into a Research Study Funding Agreement with Horizon Healthcare Services, Inc. dba Horizon Blue Cross Blue Shield of New Jersey and its subsidiaries (collectively "Horizon") and Cota, Inc. ("Cota"). On February 6, 2018, Horizon prepaid for part of the study in the amount of $125,000 and the Company paid Cota $15,000 out of this payment for its services under the Study. The Company received payment from FirstMed Health and Wellness for services not earned as of June 30, 2019. These deferred revenue grant funds total $175,800 and $159,700 as of June 30, 2019 and September 30, 2018, respectively. Revenue Recognition Neurometric services - gross service revenue is recorded in the accounting records at the time the services are provided on an accrual basis at the provider's established rates, regardless of whether the provider expects to collect that amount. The Company reserves a provision for contractual adjustment and discounts that are deducted from gross service revenue. The Company reports revenues net of any sales, use and value added taxes. Telepsychiatry services - The Company satisfies its performance obligation to stand ready to provide telepsychiatry services which occurs when the Company's clients have access to the telepsychiatry service. The Company generally bills for the telepsychiatry services on a monthly basis with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and this may include a variable transaction price as the number of members may vary from the initial billing. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue. Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers . Revenue Recognition Revenue from providing neurometric and telepsychiatry services are recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company's customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Research and Development Expenses The Company charges research and development expenses to operations as incurred. Advertising Expenses The Company charges all advertising expenses to operations as incurred. For the three months ended June 30, 2019 and 2018, there were no monies spent on advertising respectively. For the nine months ended June 30, 2019 and 2018 advertising expenses were $4,800 and $248,500, respectively Stock-Based Compensation The Company accounts for employee stock options in accordance with ASC 718, Compensation-Stock Compensation. For stock options issued to employees and directors we use the Black-Scholes option valuation model for estimating fair value at the date of grant. For stock options issued for services rendered by non-employees, we recognize compensation expense in accordance with the requirements of ASC 505-50, Equity, as amended. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to performance, the value of these options, as calculated using the Black-Scholes option valuation model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. Since the fair value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options or warrants are fully vested. Warrants From time to time, the Company has issued warrants to purchase shares of common stock. These warrants have been issued in connection with the Company's financing transactions. The Company's warrants are subject to standard anti-dilution provisions applicable to shares of our common stock. The Company estimates the fair value of warrants using the Black-Scholes option valuation model with the following inputs: market prices of the stock, time to maturity, volatility, zero expected dividend rate and risk-free rate all at the date of the warrant issuance. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. On December 22, 2017, new legislation was adopted that significantly revises the Internal Revenue Code of 1986, as amended, or the Code. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35 percent to a flat rate of 21 percent, limitation of the tax deduction for interest expense to 30 percent of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80 percent of current-year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. As a result of the implementation of certain provisions of FASB ASC 740, Income Taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, the Company has analyzed filing positions in each of the federal and state jurisdictions where required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified U.S. Federal and California as our major tax jurisdictions. Generally, the Company remains subject to Internal Revenue Service examination of our 2014 through 2016 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2013 through 2016 California Franchise Tax Returns. The Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that its income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Deferred taxes have been recorded on a net basis in the accompanying balance sheet. The Act reduces the U.S. statutory tax rate from 35% to 21%, effective January 1, 2018. As of September 30, 2018, the Company had gross Federal net operating loss carryforwards of approximately $60.2 million and State gross net operating loss carryforwards of approximately $33.8 million. Both the Federal and State net operating loss carryforwards will begin to expire in 2022 and 2023 respectively. The Company's ability to utilize net operating loss carryforwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future. The Company has placed a valuation allowance against the deferred tax assets in excess of deferred tax liabilities due to the uncertainty surrounding the realization of such excess tax assets. Management periodically evaluates the recoverability of the deferred tax assets and the level of the valuation allowance. At such time as it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be reduced accordingly. Noncontrolling Interest The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights, and VIEs for which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests in the Company's consolidated entities. The amount of net loss attributable to noncontrolling interests for the three months ended June 30, 2019 and 2018 was $604,200 and $332,200, respectively. The amount of net loss attributable to noncontrolling interests for the nine months ended June 30, 2019 and 2018 was $1,382,200 and $404,500, respectively. Earnings (Loss) per Share Basic and diluted earnings (loss) per share is presented in conformity with the two-class method. Under the two-class method, basic net loss per share is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Net loss per share is calculated as the net loss less the current period preferred stock dividends. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock. Recent Accounting Pronouncements Apart from the below-mentioned recent accounting pronouncements, there are no new accounting pronouncements that are currently applicable to the Company. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (Topic 718). The amendments in this Update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company is currently evaluating the impact of adoption of this standard to its financial statements. ASU 2016-15, "Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Payments" was issued by the Financial Accounting Standards Board (FASB) in August 2016. The purpose of this amendment is to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company adopted ASU 2016-15 during our first quarter of fiscal year 2019, which had no impact on our consolidated financial statements, and will apply the new guidance in future periods. ASU 2016-02, "Leases (Topic 842)" was issued by the FASB in February 2016. The guidance requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, and should be applied using a modified retrospective approach. The guidance is effective for the Company on October 1, 2019. The Company will elect the prospective transition method with the effects of adoption recognized as a cumulative effect adjustment to the opening balance of retained earnings in the Company's fiscal 2020 financial statements, with no restatement of comparative periods. The Company will also elect the package of three practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements and related disclosures. The Company expects to record right of use assets and lease liabilities, which may be material, on its consolidated balance sheet upon adoption of this standard and is still assessing the impact to its results of operations and cash flows. Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers . Revenue Recognition |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION At the adoption of Topic 606, the cumulative effect of initially applying the new revenue standard is required to be presented as an adjustment to the opening balance of retained earnings. The Company determined there was no impact to opening retained earnings based on applying the new revenue standard. The Company operates as one reportable segment, the healthcare delivery segment. The Company disaggregates revenue from contracts by service type and by payor. This level of detail provides useful information pertaining to how the Company generates revenue by significant revenue stream and by type of direct contracts. The condensed consolidated statements of operations present disaggregated revenue by service type. The following table presents disaggregated revenue for the three and nine months ended June 30, 2019 and 2018: Three months ended June 30, Nine months ended June 30, 2019 2018 2019 2018 Neurometric services $ 36,500 $ 65,600 $ 160,500 $ 198,700 Telepsychiatry services 490,500 326,100 1,213,700 774,900 Revenue 527,000 391,700 1,374,200 973,600 As of June 30, 2019, accounts receivable, net of allowance for doubtful accounts, was $183,400. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information and other currently available evidence. The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by CMS; (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals); and (v) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company derives a significant portion of its revenue from Medicare, Medicaid and other payors that receive discounts from established billing rates. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursements are often subject to interpretation that could result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Settlements under cost reimbursement agreements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. Final determination of amounts earned under the Medicare and Medicaid programs often occurs in subsequent years because of audits by such programs, rights of appeal and the application of numerous technical provisions. Under the new revenue standard, the Company has elected to apply the following practical expedients and optional exemptions: ● Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within general and administrative expenses. ● Recognize revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date. ● Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration to which the Company has a right to invoice for services performed, and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. ● Use a portfolio approach for the fee-for-service (FFS) revenue stream to group contracts with similar characteristics and analyze historical cash collections trends. ● No adjustment is made for the effects of a significant financing component as the period between the time of service and time of payment is typically one year or less. Contract Assets Typically, revenues and receivables are recognized once the Company has satisfied its performance obligation. Accordingly, the Company’s contract assets are comprised of accounts receivable. Generally, the Company does not have material amounts of other contract assets. Contract Liabilities (Deferred Revenue Contract liabilities are recorded when cash payments are received in advance of the Company’s performance. The Company’s contract liability balance was $175,800 and $159,700 as of June 30, 2019 and September 30, 2018 and is presented within the “Deferred Revenue” line item of the condensed consolidated balance sheets. $16,100 of the amounts recorded as of September 30, 2018 was recognized as revenue for the nine months ended June 30, 2019. The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since substantially all of its contracts have a duration of one year or less. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable, net, is as follows: June 30, September 30, 2019 2018 Accounts receivable $ 191,900 $ 65,100 Allowance for doubtful accounts (8,500 ) (1,800 ) Accounts receivable, net $ 183,400 $ 63,300 |
LONG - TERM BORROWINGS AND OTHE
LONG - TERM BORROWINGS AND OTHER NOTES PAYABLE | 9 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
LONG - TERM BORROWINGS AND OTHER NOTES PAYABLE | 5. LONG - TERM BORROWINGS AND OTHER NOTES PAYABLE Debt assumed from Arcadian As a result of the acquisition of Arcadian, the Company guaranteed Arcadian's then outstanding debt obligations totaling $700,000 owed to Ben Franklin Technology Partners of Southeastern Pennsylvania ("BFTP"). The maturity date for the debt is September 30, 2021 and interest accrues at an 8% annual rate. Unpaid interest was $122,100 as of June 30, 2019. The Company recorded the debt at its fair value and recorded a discount of $84,100 as of June 30, 2019 attributable to the difference between the market interest rate and the stated interest rate on the debt. Interest expense related to the accretion of debt discount for the three months ended June 30, 2019 and 2018 was $9,400 and $9,400, respectively. Interest expense related to the accretion of debt discount for the nine months ended June 30, 2019 and 2018 was $28,100 and $23,400, respectively. A balloon payment of $700,000 plus interest will be made on the scheduled maturity date of September 30, 2021. The changes in carrying amounts of the debt acquired through acquisition for the nine months ended June 30, 2019 were as follows: Beginning balance (September 30, 2018) $ 587,700 Accretion of debt discount 28,100 Ending balance (June 30, 2019) $ 615,800 This debt was assigned to Telemynd in connection with the Spin-off. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION | 6. ACQUISITION On November 13, 2017, the Company acquired Arcadian. The Company accounted for the acquisition of Arcadian using the acquisition method of accounting for business combinations under ASC 805, Business Combinations. The total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materiality impact our results of operations. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates. The purchase price, including the value of the indebtedness and payables of Arcadian, is $1,339,600 based upon a deemed acquisition of all of the assets and liabilities of Arcadian, including the equity interests in Arcadian. The aggregate purchase price consists of (i) initial investment in Arcadian of $195,900 (ii) $317,000 of forgiveness of a note receivable with the primary member of Arcadian (iii) assumption by Arcadian of subordinated debt ("Arcadian Note") with a fair value of $555,000, plus accrued interest of $96,700 (iv) $175,000 payment for the redemption and cancellation of two warrants to purchase equity interests in Arcadian Services. The Arcadian Note bears interest at an annual rate of 8% and matures on September 30, 2021. Unaudited Pro Forma Financial Information The following unaudited pro forma statement of operations data presents the combined results of operations for the nine months ended June 30, 2018 as if the acquisition of Arcadian had taken place on October 1, 2017. The unaudited pro forma financial information includes the effects of certain adjustments, including the amortization of acquired intangibles and the associated tax effect and the elimination of the Company's and the acquiree's non-recurring acquisition related expenses. The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisitions been consummated at October 1, 2017 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. Nine Pro Forma 2018 Revenues $ 1,118,900 Net income (loss) (8,542,400 ) Basic and diluted loss per share: $ (1.78 ) Outstanding at weighted average shares outstanding 4,793,273 |
REVERSE MERGER
REVERSE MERGER | 9 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
REVERSE MERGER | 7. REVERSE MERGER Merger and Spin-Off On July 17, 2019, MYnd completed its business combination with Emmaus in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 4, 2019, among the Company, Merger Sub and Emmaus, as amended by that First Amendment dated May 10, 2019, pursuant to which Merger Sub merged with and into Emmaus, with Emmaus surviving as a wholly-owned subsidiary of MYnd (the "Merger"). On July 17, 2019, immediately after completion of the Merger, MYnd filed a Certificate of Amendment (the " Name Change Amendment Name Change Company The Merger was treated as a reverse merger under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States. For accounting purposes, Emmaus is considered to have acquired MYnd. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. In connection with and prior to the Merger, MYnd contributed and transferred to Telemynd, Inc. (" Telemynd Board Dividend Spin-Off On July 17, 2019, in connection with , Reverse Split Amendment") Reverse Split Common Stock As a result of the Spin-Off and the Merger, the ongoing business of the post-merger company is the Emmaus business, which is that of a commercial-stage biopharmaceutical company focused on the development, marketing and sale of innovative treatments and therapies, including those in the rare and orphan disease categories. Pursuant to the Merger Agreement, the Company issued shares of Common Stock to Emmaus stockholders at an exchange ratio of approximately 1.05 shares of Common Stock, after giving effect to the Reverse Split, for each share of Emmaus common stock outstanding immediately prior to the Merger, including shares deemed outstanding immediately prior to the Merger upon the conversion of outstanding convertible promissory notes of Emmaus. The exchange ratio was determined through arms'-length negotiations between MYnd and Emmaus. The Company also assumed the stock options outstanding under Emmaus' Amended and Restated 2011 Stock Incentive Plan and out, with such stock options henceforth representing the right to purchase a number of shares of Common Stock equal to the exchange ratio multiplied by the number of shares of Emmaus common stock previously purchasable under such options at an exercise price per share equal to the former exercise price thereunder divided by such exchange ratio. Upon the Merger, Emmaus' outstanding Amended and Restated 10% Senior Secured Debentures due October 21, 2020 (" Debentures Immediately after the Merger, there were approximately 47,465,212 shares of MYnd Common Stock outstanding after the elimination of any fractional shares resulting from the Reverse Split and the Merger exchange ratio as further described below. Immediately after the Merger, the former Emmaus stockholders, option holders, Debenture holders and warrant holders owned, or held rights to acquire, 94.1% of the fully-diluted Mynd Common Stock, with the MYnd's stockholders, option holders and warrant holders immediately prior to the Merger owning, or holding rights to acquire, 5.9% of the fully-diluted Common Stock. The issuance of the shares of Common Stock to the former Emmaus stockholders was registered with the Securities and Exchange Commission (the " SEC Form S-4 Pursuant to an exchange agreement, dated as of June 12, 2019 (the "Exchange Agreement"), between the Company, Telemynd and John Pappajohn and Peter Unanue, each of whom was a director of the Company, and certain of affiliates of Mr. Pappajohn, all of whom held shares of preferred stock of the Company, immediately after the effective of the Merger each such share was exchanged for one share of Common Stock and one preferred share of Telemynd with substantially the same rights, benefits, designations and restrictions as the Company's preferred stock. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS' EQUITY The Aspire Capital Equity Credit Lines On December 6, 2016, the Company, entered into the first common stock purchase agreement (the "First Purchase Agreement") with Aspire Capital Fund, LLC ("Aspire Capital") which provided that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $10.0 million of shares of the Company's Common Stock over the 30-month term of the First Purchase Agreement. Concurrently with entering into the First Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital (the "Registration Rights Agreement"), pursuant to which the Company maintained an effective registration statement registering the sale of the shares of Common Stock that were issued to Aspire under the First Purchase Agreement. Under the First Purchase Agreement, on any trading day selected by the Company on which the closing sale price of its Common Stock is equal to or greater than $0.50 per share, the Company had the right, in its sole discretion, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 50,000 shares of Common Stock per business day, up to $10.0 million of the Company's common stock in the aggregate at a per share purchase price equal to the lesser of: a) the lowest sale price of Common Stock on the purchase date; or b) the arithmetic average of the three (3) lowest closing sale prices for Common Stock during the twelve (12) consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, on any date on which the Company submitted a purchase notice to Aspire Capital in an amount equal to 50,000 shares, and the closing sale price of its Common Stock is equal to or greater than $0.50 per share, the Company also had the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a "VWAP Purchase Notice") directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of Common Stock traded on its principal market on the next trading day (the "VWAP Purchase Date"), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 95% of the volume-weighted average price for Common Stock traded on its principal market on the VWAP Purchase Date. The purchase price was subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the First Purchase Price. The Company could deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. The First Purchase Agreement provided that the Company and Aspire Capital would not effect any sales under the First Purchase Agreement on any purchase date where the closing sale price of the Company's common stock was less than $0.50. There were no trading volume requirements or restrictions under the First Purchase Agreement, and the Company could control the timing and amount of sales of Common Stock to Aspire Capital. Aspire Capital had no right to require any sales by the Company, but was obligated to make purchases from the Company as directed by the Company in accordance with the First Purchase Agreement. There were no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the First Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the First Purchase Agreement, the Company issued to Aspire Capital 80,000 shares of Common Stock (the "First Commitment Shares"). The First Purchase Agreement was terminated and replaced by the Second Purchase Agreement defined below on May 15, 2018. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of Common Stock during any time prior to the termination of the Purchase Agreement. Any proceeds from the Company receives under the First Purchase Agreement are expected to be used for working capital and general corporate purposes. The Company cannot request Aspire to purchase more than $100,000 per business day. As of June 30, 2019, the Company has issued purchase notices to Aspire Capital under the First Purchase Agreement to purchase an aggregate of 1,180,000 shares of common stock, at a per share price of $2.00, resulting in gross cash proceeds of approximately $2.4 million. The issuance of shares of common stock that were issued from time to time to Aspire Capital under the First Purchase Agreement were exempt from registration under the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act. The Second Purchase Agreement with Aspire Capital On May 15, 2018, the Company terminated the First Purchase Agreement, and entered into a second common stock purchase agreement (the "Second Purchase Agreement") with Aspire Capital under substantially the same terms, conditions and limitations as the First Purchase Agreement which are: Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of the Company's Common Stock over the 30-month term of the Second Purchase Agreement. Concurrently with entering into the Second Purchase Agreement, the Company also entered into a registration rights agreement with Aspire Capital (the "Registration Rights Agreement"), pursuant to which the Company maintains an effective registration statement registering the sale of the shares of Common Stock that have and may be issued to Aspire under the Second Purchase Agreement. Under the Second Purchase Agreement, on any trading day selected by the Company on which the closing sale price of its Common Stock is equal to or greater than $0.50 per share, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 50,000 shares of Common Stock per business day, up to $10.0 million of the Company's common stock in the aggregate at a per share purchase price equal to the lesser of: a) the lowest sale price of Common Stock on the purchase date; or b) the arithmetic average of the three (3) lowest closing sale prices for Common Stock during the twelve (12) consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, on any date on which the Company submits a purchase notice to Aspire Capital in an amount equal to 50,000 shares, and the closing sale price of its Common Stock is equal to or greater than $0.50 per share, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a "VWAP Purchase Notice") directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of Common Stock traded on its principal market on the next trading day (the "VWAP Purchase Date"), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 95% of the volume-weighted average price for Common Stock traded on its principal market on the VWAP Purchase Date. The purchase price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. The Company may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Second Purchase Agreement, so long as the most recent purchase has been completed. The Second Purchase Agreement provides that the Company and Aspire Capital will not effect any sales under the Second Purchase Agreement on any purchase date where the closing sale price of the Company's common stock is less than $0.50. There are no trading volume requirements or restrictions under the Second Purchase Agreement, and the Company will control the timing and amount of sales of Common Stock to Aspire Capital. Aspire Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the Second Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Second Purchase Agreement. In consideration for entering into the Second Purchase Agreement, concurrently with the execution of the Second Purchase Agreement, the Company issued to Aspire Capital 250,000 shares of Common Stock (the "Second Commitment Shares"). The Second Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of Common Stock during any time prior to the termination of the Second Purchase Agreement. Any proceeds from the Company receives under the Second Purchase Agreement are expected to be used for working capital and general corporate purposes. The Company cannot request Aspire to purchase more than $300,000 per business day. As of June 30, 2019, the Company has issued purchase notices to Aspire Capital under the Second Purchase Agreement to purchase an aggregate of 3,108,180 shares of common stock, resulting in gross cash proceeds of approximately $4.6 million. The issuance of shares of common stock that were issued from time to time to Aspire Capital under the Second Purchase Agreement were exempt from registration under the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act. Shareholder Approval for Removal of Exchange Cap The Second Purchase Agreement previously restricted the amount of shares that may be sold to Aspire Capital thereunder to 1,134,671 shares of Common Stock (the "Exchange Cap"). On November 26, 2018, the Company received shareholder approval to remove the Exchange Cap in compliance with the applicable listing rules of the Nasdaq Stock Market. Pursuant to Nasdaq Listing Rule 5635(d), shareholder approval is required prior to the issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable common stock) equal to 20% or more of the common stock outstanding before the issuance for less than the greater of book or market value of the stock. Following receipt of shareholder approval, the Company may issue an additional $8.1 million, up to an aggregate of $10 million, of common stock to Aspire Capital under the Second Purchase Agreement, with remaining availability of $5.4 million at June 30, 2019. Following the Merger The Second Purchase Agreement was not assigned or nor assumed by Telemynd and accordingly is no longer available to the Company as a funding resource. Common and Preferred Stock As of June 30, 2019, the Company was authorized to issue 265,000,000 shares of stock of which 250,000,000 are common stock, and 15,000,000 shares were preferred shares, with a par value of $0.001 per shares are blank-check preferred stock which the Board is expressly authorized to issue without stockholder approval, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Private Placement with Directors and Management On September 21, 2018, the Company entered into definitive agreements with George C. Carpenter IV, President and then Chief Executive Officer, Robin L. Smith, Chairman, as well as John Pappajohn, and Peter Unanue, each a director of the Company, and entities affiliated with Michal Votruba, a member of the Board of Directors of MYnd Analytics and Director of Life Sciences for the European-based RSJ-Gradus fund, relating to a private placement of an aggregate of 459,458 units for $1.85 per unit, with each unit consisting of one share of common stock and one common stock purchase warrant to purchase one share of Common Stock for $2.00 per share. Stock-Option Plans 2006 Stock Incentive Plan On August 3, 2006, CNS Response, Inc. adopted the CNS 2006 Stock Incentive Plan (the "2006 Plan"). The 2006 Plan provided for the issuance of awards in the form of restricted shares, stock options (which may constitute incentive stock options (ISO) or non-statutory stock options (NSO), stock appreciation rights and stock unit grants to eligible employees, directors and consultants and is administered by the Board. A total of 3,339 shares of stock were ultimately reserved for issuance under the 2006 Plan. As of June 30, 2019, zero options were exercised and there were 1,397 option shares outstanding under the amended 2006 Plan. The outstanding options have exercise prices to purchase shares of common stock ranging from $2,400 to $3,300 per share. 2012 Omnibus Incentive Compensation Plan On March 22, 2012, our Board approved the MYnd Analytics, Inc. 2012 Omnibus Incentive Compensation Plan (the "2012 Plan"), reserved 1,667 shares of stock for issuance and on December 10, 2012, the Board approved the amendment of the 2012 Plan to increase the shares authorized for issuance from 1,667 shares to 27,500 shares. On March 26, 2013, the Board further approved the amendment of the 2012 Plan to increase the shares authorized for issuance from 27,500 shares to 75,000 shares. The 2012 Plan, as amended, was approved by our stockholders at the 2013 annual meeting held on May 23, 2013. On April 5, 2016, the Board approved a further amendment of the 2012 Plan to increase the Common Stock authorized for issuance from 75,000 shares to 200,000 shares. On September 22, 2016 the Board amended the 2012 Plan to: (i) increase the total number of shares of Common Stock available for grant under the 2012 Plan from 200,000 shares to an aggregate of 500,000 shares, (ii) add an "evergreen" provision which, on January 1 st st At the 2017 Annual Meeting of Stockholders of the Company, held on August 21, 2017 (the "2017 Annual Meeting"), the holders of the Company's common stock voted to amend the Company's 2012 Plan to increase: (i) the total number of shares of common stock, par value $0.001 per share ("Common Stock"), available for grant under the 2012 Plan (subject to the overall limits described in clause (ii) below) from 550,000 shares to an aggregate of 975,000 shares; (ii) the aggregate limitation on authorized shares available for grant under the 2012 Plan, following any increases pursuant to the evergreen provision, from 885,781 shares to 1,570,248 shares and (iii) the annual individual award limits under the 2012 Plan to 150,000 shares of Common Stock (subject to adjustment in accordance with the 2012 Plan); At the 2018 Annual Meeting of Stockholders of the Company, held on April 4, 2018 (the "2018 Annual Meeting"), the holders of the Company's common stock voted to amend the 2012 Plan to increase (i) the total number of shares of Common Stock available for grant under the 2012 Plan (subject to the overall limit described in clause (ii) below) from 1,072,500 shares to an aggregate of 1,500,000 shares and (ii) the aggregate limitation on the authorization shares available for grant under the 2012 Plan, following any increases pursuant to the evergreen provision, from 1,570,248 shares to 2,200,000 shares. At the Special Meeting of Stockholders of the Company, held on November 26, 2018, the holders of the Company's common and preferred stock voted to (i) amend the 2012 Plan to eliminate the annual individual award limits under the 2012 Plan and (ii) amend 2012 Plan to increase: (a) the total number of shares of common stock, par value $0.001 per share ("Common Stock"), available for grant under the 2012 Plan (subject to the overall limits described in clause (b) below) from 1,500,000 shares to an aggregate of 2,250,000 shares and (b) the aggregate limitation on authorized shares available for grant under the 2012 Plan, following any increases pursuant to the evergreen provision (the "Evergreen Provision"), from 2,200,000 shares to 2,950,000 shares. Equity Grant to Chairman of the Board On May 8, 2019, On July 17, 2019, Dr. Smith received a cash bonus of $150,000.00 under the terms of her Third Amendment to the Chairman Services Agreement with the Company. Stock-based Compensation and Expenses As of June 30, 2019, options to purchase 1,590,767 shares of Common Stock were outstanding under the 2012 Plan with exercise prices ranging from $1.18 to $600.00 per share, with a weighted average exercise price of $2.7 per share. Additionally, 652,314 restricted shares of Common Stock have been granted under the 2012 Plan, leaving 231,919 shares of Common Stock available to be awarded under the 2012 Plan. Stock-based compensation expenses are generally recognized over the employees' or service provider's requisite service period, generally the vesting period of the award. In anticipation of the merger, the Board declared all current options would be valid for the term of the grant, regardless of employment status. Stock-based compensation expense included in the accompanying unaudited condensed consolidated statements of operations for the nine months ended June 30, 2019 and 2018 is as follows: Nine months ended June 30, 2019 2018 Stock-based compensation expense - stock options Stock-based compensation expense - restricted shares Stock-based compensation expense - stock options Stock-based compensation expense restricted shares Research $ — $ — $ — $ — Product development 30,700 10,400 96,700 — Sales and marketing 24,900 — 100 — General and administrative 735,600 411,900 738,100 500,200 Total $ 791,200 $ 422,300 $ 834,900 $ 500,200 Total unrecognized stock compensation expense as of June 30, 2019 amounted to $246,866. The following table sets forth the Company's unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized: June 30, 2019 2018 Type of Award: Unrecognized Expense, net of estimated forfeitures Weighted average Recognition Period Unrecognized Expense, net of estimated forfeitures Weighted average Recognition Period Stock Options $ 246,866 1.26 $ 924,117 4.49 Restricted Stock — — 186,600 0.49 Total $ 246,866 1.26 $ 1,110,717 3.58 A summary of all stock option activity is as follows: Number of Weighted Weighted- Average Remaining Contractual Term Intrinsic Value Outstanding at September 30, 2018 803,937 $ 10.13 8.75 $ 7,500 Granted 1,084,758 1.31 — Exercised — — — Forfeited or expired (96,531 ) 5.34 Outstanding at June 30, 2019 1,792,164 $ 5.05 8.82 $ 38,000 There are 1,069,418 options vested and 722,746 unvested as of June 30, 2019; there are 531,604 options vested and 272,333 options unvested as of September 30, 2018; Following is a summary of the restricted stock activity for the six months ended June 30, 2019: Number of Weighted Outstanding at September 30, 2018 406,564 $ 4.09 Granted 250,250 1.32 Forfeited (4,500 ) 1.99 Outstanding at June 30, 2019 652,314 $ 3.04 There are 652,314 shares of restricted stock vested and 0 unvested as of June 30, 2019; there are 351,522 shares of restricted stock vested and 55,042 unvested as of September 30, 2018; The range of Black-Scholes option-pricing model assumption inputs for all the valuation dates are in the table below: Nine Months Ended June 30, 2019 Low High Annual dividend yield — % — % Expected life (years) 3.0 5.0 Risk-free interest rate 1.73 % 2.90 % Expected volatility 166.35 % 200.47 % Expected Dividend Yield Expected Life Expected Volatility. Risk-free Interest Rate The warrant activity for the nine months ended June 30, 2019, are described as follows: Number of Weighted Exercise Outstanding at September 30, 2018 6,075,874 $ 4.53 Granted 194,354 1.02 Expired/ Forfeited (555 ) 55.00 Outstanding at June 30, 2019 6,269,673 $ 4.41 Following is a summary of the status of warrants outstanding at June 30, 2019: Exercise Number Expiration Weighted Average $ 1.02 194,354 (1) 05/2024 $ 1.02 2.00 459,458 (2) 09/2023 2.00 2.34 1,050,000 (3) 03/2023 2.34 5.25 2,539,061 (4) 07/2022 5.25 5.25 1,675,000 (5) 07/2022 5.25 5.25 213,800 (6) 07/2022 5.25 6.04 134,000 (7) 07/2022 6.04 10.00 4,000 06/2021 10.00 Total 6,269,673 $ 4.41 (1) On May 28, 2019, the Company completed a direct offering of 2,776,491 shares of common stock to select investors. As part of the Fee Agreement, the Company agreed to pay the Placement Agent 194,354 warrants to purchase shares of common stock equal to 7.0% of the aggregate number of shares issued to Investors in the Offering. (2) On September 21, 2018, the Company entered into definitive agreements with George C. Carpenter IV, President and former Chief Executive Officer, Robin L. Smith, Chairman, as well as John Pappajohn, and Peter Unanue, each a director of the Company, and entities affiliated with Michal Votruba, a member of the Board of Directors of MYnd Analytics and Director of Life Sciences for the European-based RSJ-Gradus fund, relating to a private placement of an aggregate of 459,458 units for $1.85 per unit, with each unit consisting of one share of Common Stock and one Common Stock Purchase Warrant to purchase one share of Common Stock for $2.00 per share. The closing price per share of the Common Stock on the Nasdaq Stock Market on September 20, 2018 was $1.72 per share. (3) On March 29, 2018, the Company sold an aggregate of 1,050,000 units for $2.00 per Unit each consisting of one share of newly-designated Series A Preferred Stock, and one warrant in a private placement to three affiliates of the Company, for gross proceeds of $2.1 million. The private placement closed on March 29, 2018. The closing price per share of the Common Stock on the Nasdaq Stock Market on March 29, 2018 was $1.19 per share. (4) On July 13, 2017, the Company declared a special dividend of warrants to purchase shares of the Company's common stock to record holders of Common Stock as of such date. Warrants to purchase 2,539,061 shares of Common Stock were distributed pro rata to all holders of common stock on the record date. These warrants are exercisable (in accordance with their terms) to purchase one share of common stock, at an exercise price of $5.25 per share. The warrants will become exercisable commencing not less than 12 months following their July 27, 2017 distribution date and will expire five years from the date of issuance. (5) On July 19, 2017, the Company issued 1,675,000 shares of Common Stock and accompanying Warrants to purchase up to 1,675,000 shares of Common Stock in connection with an underwritten public offering. (6) On August 23, 2017, the Company issued warrants to purchase 213,800 shares of common stock to underwriters as part of the exercise of the overallotment option attributed to the July 2017 underwritten public offering. (7) As part of the underwritten public offering on July 19, 2017, the Company issued warrants to purchase 134,000 shares of common stock to the underwriters as part of the services performed by them in connection with the underwritten public offering. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Private Placement with Directors and Management On September 21, 2018, the Company entered into definitive agreements with George C. Carpenter IV, President and then Chief Executive Officer, Robin L. Smith, Chairman, as well as John Pappajohn, and Peter Unanue, each a director of the Company, and entities affiliated with Michal Votruba, a member of the Board of Directors of MYnd Analytics and Director of Life Sciences for the European-based RSJ-Gradus fund, relating to a private placement of an aggregate of 459,458 units for $1.85 per unit, with each unit consisting of one share of common stock and one common stock purchase warrant to purchase one share of Common Stock for $2.00 per share. |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 10. LOSS PER SHARE Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders less the current period preferred stock dividend by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock A summary of the net income (loss) and shares used to compute net income (loss) per share for the three and nine months ended June 30, 2019 and 2018 is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Net loss for computation of basic and diluted net loss per share: Net Loss attributable to MYnd Analytics, Inc. $ (2,121,700 ) $ (2,605,000 ) $ (6,757,800 ) $ (7,961,700 ) Preferred stock dividends (24,600 ) — (73,800 ) — $ (2,146,300 ) $ (2,605,000 ) $ (6,831,600 ) $ (7,961,700 ) Basic and diluted net loss per share: Basic and diluted net loss per share $ (0.20 ) $ (0.46 ) $ (0.76 ) $ (1.66 ) Basic and diluted weighted average shares outstanding 10,722,152 5,698,523 8,880,214 4,793,273 Anti-dilutive common equivalent shares not included in the computation of dilutive net loss per share: Warrants 6,269,673 5,616,721 6,269,673 5,616,721 Options 1,792,164 887,998 1,792,164 887,998 Total 8,061,837 6,504,719 8,061,837 6,504,719 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | 11. COMMITMENTS AND CONTINGENT LIABILITIES Litigation The Company is not currently party to any legal proceedings, the adverse outcome of which, in the Company's management's opinion and in consultation with legal counsel, individually or in the aggregate, would have a material adverse effect on the Company's results of operations or financial position. Lease Commitments The Company has entered into operating lease agreements for its office locations in California, Virginia and Pennsylvania which expire at various times through September 30, 2020. Minimum future lease payments under these leases are as follows: Payments due by period Contractual Obligations Total 2019 2020 2021 2022 Operating Lease Obligations $ 305,500 $ 90,600 $ 89,100 $ 71,900 $ 53,900 Total $ 305,500 $ 90,600 $ 89,100 $ 71,900 $ 53,900 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Executive Employment Agreements. On July 15, 2019, the Company entered into employment agreements with Patrick Herguth and Donald D'Ambrosio. Descriptions of these agreements are set forth below. HIPAA Violation In August 2019, we discovered a single HIPAA violation with respect to one of our patients. We have consulted with our regulatory attorneys on this matter and have been advised that we can expect a maximum fine of $250,000 for this violation. We are in the process of reporting this violation to all applicable state and federal agencies as well as the subject patient. Litigation On August 13, 2019, Prevail Health Solutions, LLC filed an amended complaint against the Company's wholly-owned subsidiary, Arcadian Telepsychiatry Services, LLC, and the Company's predecessor, MYnd Analytics, Inc. in the Circuit Court of Cook County, Illinois alleging violation of the Illinois Trade Secrets Act against Arcadian and MYnd, Breach of Contract by Arcadian, Breach of a Non-Compete clause by Arcadian, Breach of a Non-Disclosure Agreement by Arcadian and Tortious Interference with Contract by MYnd. Pursuant to the Amended Complaint, the Plaintiff alleges damages "substantially in excess of $50,000," without specifying a specific amount. Arcadian and MYnd believe the claims of plaintiff are without merit and intends to vigorously defend this lawsuit. Arcadian and MYnd are currently preparing an answer and Amended Counterclaim against Prevail for breach of contract to this Amended Complaint. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the financial position, changes in stockholders’ equity, results of operations and cash flows of the Company at the dates and for the periods indicated. The interim results for the quarter ended June 30, 2019 are not indicative of results for the full 2019 fiscal year or any other future interim periods. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the year ended September 30, 2018. |
Basis of Consolidation | Basis of Consolidation The unaudited condensed consolidated financial statements include the results of the Company, its wholly owned subsidiary, Arcadian, two professional associations, Arcadian Telepsychiatry PA ("Texas PA") incorporated in Texas, Arcadian Telepsychiatry Florida P.A. ("Florida PA") incorporated in Florida, and two professional corporations, Arcadian Telepsychiatry P.C. ("Pennsylvania PC") incorporated in Pennsylvania and Arcadian Telepsychiatry of California, P.C. incorporated in California ("California PC" and together with the Pennsylvania PC, Florida PA and Texas PA, the "Arcadian Entities.") Arcadian is party to Management Services Agreements by and among it and the Arcadian Entities, pursuant to which Arcadian provides management and administrative services to each of the Arcadian Entities. Each entity is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. All intercompany balances and transactions have been eliminated upon consolidation. |
Segments | Segments We view our operations and manage our business as one operating segment. |
Variable Interest Entities (VIE) | Variable Interest Entities (VIE) On November 13, 2017, Arcadian entered into a management and administrative services agreement with Texas PA and with Pennsylvania PC, for an initial fixed term of 20 years. In accordance with relevant accounting guidance, Texas PA and Pennsylvania PC are each determined to be a Variable Interest Entity (“VIE”) as MYnd is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect Texas PA’s and Pennsylvania PC’s economic performance through its majority representation of the Texas PA and Pennsylvania PC; therefore, Texas PA and Pennsylvania PC are consolidated by MYnd. On January 19, 2018, Arcadian entered into a management and administrative services agreement with California PC, for an initial fixed term of 20 years. In accordance with relevant accounting guidance, California PC is determined to be a VIE and MYnd is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect California PC’s economic performance through its majority representation of California PC; therefore, California PC is consolidated by MYnd. On March 27, 2018, Arcadian entered into a management and administrative services agreement with Florida PA, for an initial fixed term of 20 years. In accordance with relevant accounting guidance, Florida PA is determined to be a VIE and MYnd is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect Florida PA’s economic performance through its majority representation of Florida PA; therefore, Florida PA is consolidated by MYnd. The Company holds a variable interest in the entities which contract with physicians and other health professionals in order to provide telepsychiatry services to Arcadian. The entities are considered variable interest entities since they do not have sufficient equity to finance their activities without additional financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits-that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the entities and funds and absorbs all losses of the VIE. In accordance with management service agreements entered into between the Company and medical professional corporations and associations in compliance with regulatory requirements within certain states, the Company has the power to direct activities of the VIE’s and may transfer the assets from the individual VIEs. Therefore, the Company considers that there are no assets in any of the consolidated VIEs that may be relied upon to settle obligations of these entities. Furthermore, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs. Finally, none of the professional corporations or associations have purchased equipment nor are they responsible for handling cash or accounts receivable. There is no either explicit or implicit arrangement that requires the Company to provide financial support to the VIE, including events or circumstances that could expose the Company to a loss. For the nine months ended June 30, 2019 and 2018, the Company did not provide, nor does it intend to provide in the future, any financial or other support either explicitly or implicitly during the periods presented to its variable interest entities. In addition, there are no restrictions on the net income earned by the VIEs. The Company allocates all of the net income earned to the primary owner of the VIE. As part of the operating agreement with the VIE, the Company will be reimbursed for all cost incurred related to operating the VIE in addition to a management fee charged for oversight. For the nine months ended June 30, 2019 and 2018, no net income was allocated to the VIEs nor have any dividends been paid from the Company to the VIEs from inception to date, respectively. In addition, to the extent that the VIE is not a shareholder of the Company, the Company has not paid any dividends to the VIEs from inception to date and there are no dividend obligations within the management services agreement entered into with the medical professional corporations and associations. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense, and related disclosure of assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, useful lives of furniture and equipment, intangible assets, valuation allowance on deferred taxes, valuation of equity instruments, and accrued liabilities. The Company bases its 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 sources. Actual results may differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit of $250,000. At June 30, 2019 cash exceeds the federally insured limit by $2.3 million. The Company believes that the risk of loss is minimal. To date, the Company has not experienced any losses related to cash deposits with financial institutions. |
Debt Instruments | Debt Instruments Debt instruments are initially recorded at fair value, with coupon interest and amortization of debt issuance discounts recognized in the statement of operations as interest expense at each period end while such instruments are outstanding. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, ASC 825-10 Recognition and Measurement of Financial Assets and Financial Liabilities defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company also analyzes all financial instruments with features of both liabilities and equity under ASC 480-10, ASC 815-10 and ASC 815-40. The FASB has established a framework for measuring fair value using generally accepted accounting principles. That framework provides 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 the fair value hierarchy are described as follows: ● Level I inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets; ● Level II 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 III inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset 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 must maximize the use of observable inputs and minimize the use of unobservable inputs. |
Accounts Receivable, net | Accounts Receivable, net The Company estimates the collectability of customer receivables on an ongoing basis by reviewing past-due invoices and assessing the current creditworthiness of each customer. Allowances are provided for specific receivables deemed to be at risk for collection which as of June 30, 2019 and September 30, 2018 were $8,500 and $1,800, respectively. |
Property and Equipment | Property and Equipment Property and equipment, which are recorded at cost, consist of office furniture and equipment which are depreciated, over their estimated useful lives on a straight-line basis. The useful lives of these assets are estimated to be between three and five years. Depreciation expense on furniture and equipment for the three months ended June 30, 2019 and 2018 was $16,700 and $16,100, respectively. Depreciation expense on furniture and equipment for the nine months ended June 30, 2019 and 2018 was $49,000 and $44,200, respectively. Accumulated depreciation at June 30, 2019 and September 30, 2018 was $198,200 and $149,200, respectively. |
Intangible Assets | Intangible Assets Costs for software developed for internal use are accounted for through the capitalization of those costs incurred in connection with developing or obtaining internal-use software. Capitalized costs for internal-use software are included in intangible assets in the unaudited condensed consolidated balance sheets. Capitalized software development costs are amortized over three years. Costs incurred during the preliminary project along with post-implementation stages of internal use computer software development and costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs require considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility and estimated economic life. On November 13, 2017, the Company acquired customer relationship and tradename intangibles in connection with the Arcadian acquisition which were recorded at fair value and are being amortized over an estimated useful life of four years on a straight-line basis. Amortization for the three months ended June 30, 2019 and 2018 was $14,000 and $14,000, respectively. Amortization for the nine months ended June 30, 2019 and 2018 was $42,000 and $38,700, respectively. Accumulated amortization was $136,300 and $94,200 at June 30, 2019 and September 30, 2018 respectively. The expected amortization of the intangible assets, as of June 30, 2019, is as follows: For the year ended September 30, Intangible assets 2019 (for the remaining three months) $ 12,000 2020 29,400 2021 29,400 2022 3,500 Total $ 74,300 |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant under performance relative to expected historical or projected future results of operations. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, additional impairment testing is not required. The Company tests for goodwill impairment annually on September 30. The Company performed a qualitative goodwill assessment at September 30, 2018 and concluded there was no impairment based on consideration of a number of factors, including the improvement in the Company's key operating metrics over the prior year, improvement in the strength of the general economy and the Company's continued execution against its overall strategic objectives. Based on the foregoing, the Company determined that it was not more likely than not that the fair value of its reporting unit is less than its carrying amount and therefore that no further impairment testing was required. During the nine months ended June 30, 2019, the Company did not record any Goodwill impairment. |
Accrued Compensation | Accrued Compensation Accrued compensation consists of accrued vacation pay, accrued compensation granted by the Board but not paid, and accrued pay due to staff members. Accrued compensation – related parties consists of accrued vacation pay, accrued bonuses granted by the Board but not paid for officers and directors. |
Deferred Revenue | Deferred Revenue Deferred revenue represents cash collected in advance of services being rendered but not earned as of June 30, 2019 and September 30, 2018. This represents a philanthropic grant for the payment of PEER Reports ordered in a clinical trial for a member of the U.S. Military, a veteran or their family members, the cost of which is not covered by other sources. On August 1, 2017, the Company entered into a Research Study Funding Agreement with Horizon Healthcare Services, Inc. dba Horizon Blue Cross Blue Shield of New Jersey and its subsidiaries (collectively “Horizon”) and Cota, Inc. (“Cota”). On February 6, 2018, Horizon prepaid for part of the study in the amount of $125,000 and the Company paid Cota $15,000 out of this payment for its services under the Study. The Company received payment from FirstMed Health and Wellness for services not earned as of June 30, 2019. These deferred revenue grant funds total $175,800 and $159,700 as of June 30, 2019 and September 30, 2018, respectively. |
Revenue Recognition | Revenue Recognition Neurometric services - gross service revenue is recorded in the accounting records at the time the services are provided on an accrual basis at the provider’s established rates, regardless of whether the provider expects to collect that amount. The Company reserves a provision for contractual adjustment and discounts that are deducted from gross service revenue. The Company reports revenues net of any sales, use and value added taxes. Telepsychiatry services - The Company satisfies its performance obligation to stand ready to provide telepsychiatry services which occurs when the Company’s clients have access to the telepsychiatry service. The Company generally bills for the telepsychiatry services on a monthly basis with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and this may include a variable transaction price as the number of members may vary from the initial billing. Based on historical experience, the Company estimates this amount which is recorded as a component of revenue. Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . Revenue Recognition Revenue from providing neurometric and telepsychiatry services are recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. |
Research and Development Expenses | Research and Development Expenses The Company charges research and development expenses to operations as incurred. |
Advertising Expenses | Advertising Expenses The Company charges all advertising expenses to operations as incurred. For the three months ended June 30, 2019 and 2018, there were no monies spent on advertising respectively. For the nine months ended June 30, 2019 and 2018 advertising expenses were $4,800 and $248,500, respectively |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock options in accordance with ASC 718, Compensation-Stock Compensation. For stock options issued to employees and directors we use the Black-Scholes option valuation model for estimating fair value at the date of grant. For stock options issued for services rendered by non-employees, we recognize compensation expense in accordance with the requirements of ASC 505-50, Equity, as amended. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to performance, the value of these options, as calculated using the Black-Scholes option valuation model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. Since the fair value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options or warrants are fully vested. |
Warrants | Warrants From time to time, the Company has issued warrants to purchase shares of common stock. These warrants have been issued in connection with the Company’s financing transactions. The Company’s warrants are subject to standard anti-dilution provisions applicable to shares of our common stock. The Company estimates the fair value of warrants using the Black-Scholes option valuation model with the following inputs: market prices of the stock, time to maturity, volatility, zero expected dividend rate and risk-free rate all at the date of the warrant issuance. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. On December 22, 2017, new legislation was adopted that significantly revises the Internal Revenue Code of 1986, as amended, or the Code. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35 percent to a flat rate of 21 percent, limitation of the tax deduction for interest expense to 30 percent of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80 percent of current-year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. As a result of the implementation of certain provisions of FASB ASC 740, Income Taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, the Company has analyzed filing positions in each of the federal and state jurisdictions where required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified U.S. Federal and California as our major tax jurisdictions. Generally, the Company remains subject to Internal Revenue Service examination of our 2014 through 2016 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2013 through 2016 California Franchise Tax Returns. The Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that its income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Deferred taxes have been recorded on a net basis in the accompanying balance sheet. The Act reduces the U.S. statutory tax rate from 35% to 21%, effective January 1, 2018. As of September 30, 2018, the Company had gross Federal net operating loss carryforwards of approximately $60.2 million and State gross net operating loss carryforwards of approximately $33.8 million. Both the Federal and State net operating loss carryforwards will begin to expire in 2022 and 2023 respectively. The Company's ability to utilize net operating loss carryforwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future. The Company has placed a valuation allowance against the deferred tax assets in excess of deferred tax liabilities due to the uncertainty surrounding the realization of such excess tax assets. Management periodically evaluates the recoverability of the deferred tax assets and the level of the valuation allowance. At such time as it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be reduced accordingly. |
Noncontrolling Interest | Noncontrolling Interest The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights, and VIEs for which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests in the Company’s consolidated entities. The amount of net loss attributable to noncontrolling interests for the three months ended June 30, 2019 and 2018 was $604,200 and $332,200, respectively. The amount of net loss attributable to noncontrolling interests for the nine months ended June 30, 2019 and 2018 was $1,382,200 and $404,500, respectively. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic and diluted earnings (loss) per share is presented in conformity with the two-class method. Under the two-class method, basic net loss per share is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Net loss per share is calculated as the net loss less the current period preferred stock dividends. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Apart from the below-mentioned recent accounting pronouncements, there are no new accounting pronouncements that are currently applicable to the Company. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (Topic 718). The amendments in this Update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company is currently evaluating the impact of adoption of this standard to its financial statements. ASU 2016-15, "Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Payments" was issued by the Financial Accounting Standards Board (FASB) in August 2016. The purpose of this amendment is to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company adopted ASU 2016-15 during our first quarter of fiscal year 2019, which had no impact on our consolidated financial statements, and will apply the new guidance in future periods. ASU 2016-02, "Leases (Topic 842)" was issued by the FASB in February 2016. The guidance requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, and should be applied using a modified retrospective approach. The guidance is effective for the Company on October 1, 2019. The Company will elect the prospective transition method with the effects of adoption recognized as a cumulative effect adjustment to the opening balance of retained earnings in the Company's fiscal 2020 financial statements, with no restatement of comparative periods. The Company will also elect the package of three practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements and related disclosures. The Company expects to record right of use assets and lease liabilities, which may be material, on its consolidated balance sheet upon adoption of this standard and is still assessing the impact to its results of operations and cash flows. Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers . Revenue Recognition |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of expected amortization of the intangible assets | The expected amortization of the intangible assets, as of June 30, 2019, is as follows: For the year ended September 30, Intangible assets 2019 (for the remaining three months) $ 12,000 2020 29,400 2021 29,400 2022 3,500 Total $ 74,300 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Schedule of disaggregated revenue generated by each payor type | The following table presents disaggregated revenue for the three and nine months ended June 30, 2019 and 2018: Three months ended June 30, Nine months ended June 30, 2019 2018 2019 2018 Neurometric services $ 36,500 $ 65,600 $ 160,500 $ 198,700 Telepsychiatry services 490,500 326,100 1,213,700 774,900 Revenue 527,000 391,700 1,374,200 973,600 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net, is as follows: June 30, September 30, 2019 2018 Accounts receivable $ 191,900 $ 65,100 Allowance for doubtful accounts (8,500 ) (1,800 ) Accounts receivable, net $ 183,400 $ 63,300 |
LONG - TERM BORROWINGS AND OT_2
LONG - TERM BORROWINGS AND OTHER NOTES PAYABLE (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of changes in carrying amounts of the debt acquired through acquisition | The changes in carrying amounts of the debt acquired through acquisition for the nine months ended June 30, 2019 were as follows: Beginning balance (September 30, 2018) $ 587,700 Accretion of debt discount 28,100 Ending balance (June 30, 2019) $ 615,800 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of unaudited pro forma financial information | Nine Pro Forma 2018 Revenues $ 1,118,900 Net income (loss) (8,542,400 ) Basic and diluted loss per share: $ (1.78 ) Outstanding at weighted average shares outstanding 4,793,273 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of stock-based compensation expense | Stock-based compensation expense included in the accompanying unaudited condensed consolidated statements of operations for the nine months ended June 30, 2019 and 2018 is as follows: Nine months ended June 30, 2019 2018 Stock-based compensation expense - stock options Stock-based compensation expense - restricted shares Stock-based compensation expense - stock options Stock-based compensation expense restricted shares Research $ — $ — $ — $ — Product development 30,700 10,400 96,700 — Sales and marketing 24,900 — 100 — General and administrative 735,600 411,900 738,100 500,200 Total $ 791,200 $ 422,300 $ 834,900 $ 500,200 |
Schedule of unrecognized stock-based compensation expense | The following table sets forth the Company’s unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized: June 30, 2019 2018 Type of Award: Unrecognized Expense, net of estimated forfeitures Weighted average Recognition Period Unrecognized Expense, net of estimated forfeitures Weighted average Recognition Period Stock Options $ 246,866 1.26 $ 924,117 4.49 Restricted Stock — — 186,600 0.49 Total $ 246,866 1.26 $ 1,110,717 3.58 |
Schedule of stock option activity | A summary of all stock option activity is as follows: Number of Weighted Weighted- Average Remaining Contractual Term Intrinsic Value Outstanding at September 30, 2018 803,937 $ 10.13 8.75 $ 7,500 Granted 1,084,758 1.31 — Exercised — — — Forfeited or expired (96,531 ) 5.34 Outstanding at June 30, 2019 1,792,164 $ 5.05 8.82 $ 38,000 |
Schedule of status of restricted shares outstanding | Following is a summary of the restricted stock activity for the six months ended June 30, 2019: Number of Weighted Outstanding at September 30, 2018 406,564 $ 4.09 Granted 250,250 1.32 Forfeited (4,500 ) 1.99 Outstanding at June 30, 2019 652,314 $ 3.04 |
Schedule of black-scholes option-pricing model | The range of Black-Scholes option-pricing model assumption inputs for all the valuation dates are in the table below: Nine Months Ended June 30, 2019 Low High Annual dividend yield — % — % Expected life (years) 3.0 5.0 Risk-free interest rate 1.73 % 2.90 % Expected volatility 166.35 % 200.47 % |
Schedule of warrant activity | The warrant activity for the nine months ended June 30, 2019, are described as follows: Number of Weighted Exercise Outstanding at September 30, 2018 6,075,874 $ 4.53 Granted 194,354 1.02 Expired/ Forfeited (555 ) 55.00 Outstanding at June 30, 2019 6,269,673 $ 4.41 |
Schedule of the status of warrant outstanding | Following is a summary of the status of warrants outstanding at June 30, 2019: Exercise Number Expiration Weighted Average $ 1.02 194,354 (1) 05/2024 $ 1.02 2.00 459,458 (2) 09/2023 2.00 2.34 1,050,000 (3) 03/2023 2.34 5.25 2,539,061 (4) 07/2022 5.25 5.25 1,675,000 (5) 07/2022 5.25 5.25 213,800 (6) 07/2022 5.25 6.04 134,000 (7) 07/2022 6.04 10.00 4,000 06/2021 10.00 Total 6,269,673 $ 4.41 (1) On May 28, 2019, the Company completed a direct offering of 2,776,491 shares of common stock to select investors. As part of the Fee Agreement, the Company agreed to pay the Placement Agent 194,354 warrants to purchase shares of common stock equal to 7.0% of the aggregate number of shares issued to Investors in the Offering. (2) On September 21, 2018, the Company entered into definitive agreements with George C. Carpenter IV, President and former Chief Executive Officer, Robin L. Smith, Chairman, as well as John Pappajohn, and Peter Unanue, each a director of the Company, and entities affiliated with Michal Votruba, a member of the Board of Directors of MYnd Analytics and Director of Life Sciences for the European-based RSJ-Gradus fund, relating to a private placement of an aggregate of 459,458 units for $1.85 per unit, with each unit consisting of one share of Common Stock and one Common Stock Purchase Warrant to purchase one share of Common Stock for $2.00 per share. The closing price per share of the Common Stock on the Nasdaq Stock Market on September 20, 2018 was $1.72 per share. (3) On March 29, 2018, the Company sold an aggregate of 1,050,000 units for $2.00 per Unit each consisting of one share of newly-designated Series A Preferred Stock, and one warrant in a private placement to three affiliates of the Company, for gross proceeds of $2.1 million. The private placement closed on March 29, 2018. The closing price per share of the Common Stock on the Nasdaq Stock Market on March 29, 2018 was $1.19 per share. (4) On July 13, 2017, the Company declared a special dividend of warrants to purchase shares of the Company’s common stock to record holders of Common Stock as of such date. Warrants to purchase 2,539,061 shares of Common Stock were distributed pro rata to all holders of common stock on the record date. These warrants are exercisable (in accordance with their terms) to purchase one share of common stock, at an exercise price of $5.25 per share. The warrants will become exercisable commencing not less than 12 months following their July 27, 2017 distribution date and will expire five years from the date of issuance. (5) On July 19, 2017, the Company issued 1,675,000 shares of Common Stock and accompanying Warrants to purchase up to 1,675,000 shares of Common Stock in connection with an underwritten public offering. (6) On August 23, 2017, the Company issued warrants to purchase 213,800 shares of common stock to underwriters as part of the exercise of the overallotment option attributed to the July 2017 underwritten public offering. (7) As part of the underwritten public offering on July 19, 2017, the Company issued warrants to purchase 134,000 shares of common stock to the underwriters as part of the services performed by them in connection with the underwritten public offering. |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Three Months Ended Nine Months Ended 2019 2018 2019 2018 Net loss for computation of basic and diluted net loss per share: Net Loss attributable to MYnd Analytics, Inc. $ (2,121,700 ) $ (2,605,000 ) $ (6,757,800 ) $ (7,961,700 ) Preferred stock dividends (24,600 ) — (73,800 ) — $ (2,146,300 ) $ (2,605,000 ) $ (6,831,600 ) $ (7,961,700 ) Basic and diluted net loss per share: Basic and diluted net loss per share $ (0.20 ) $ (0.46 ) $ (0.76 ) $ (1.66 ) Basic and diluted weighted average shares outstanding 10,722,152 5,698,523 8,880,214 4,793,273 Anti-dilutive common equivalent shares not included in the computation of dilutive net loss per share: Warrants 6,269,673 5,616,721 6,269,673 5,616,721 Options 1,792,164 887,998 1,792,164 887,998 Total 8,061,837 6,504,719 8,061,837 6,504,719 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments under non-cancelate operating lease | Minimum future lease payments under these leases are as follows: Payments due by period Contractual Obligations Total 2019 2020 2021 2022 Operating Lease Obligations $ 305,500 $ 90,600 $ 89,100 $ 71,900 $ 53,900 Total $ 305,500 $ 90,600 $ 89,100 $ 71,900 $ 53,900 |
Organization, Nature of Opera_2
Organization, Nature of Operations and Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net loss | $ (2,121,700) | $ (2,605,000) | $ (6,757,800) | $ (7,961,700) | ||
Net cash used in operating activities | (6,026,100) | (7,414,100) | ||||
Accumulated deficit | (92,003,100) | (92,003,100) | $ (85,245,300) | |||
Cash and cash equivalents | 2,443,400 | $ 2,646,700 | 2,443,400 | $ 2,646,700 | 3,254,700 | $ 5,449,000 |
Aggregate liabilities | $ 2,664,500 | $ 2,664,500 | $ 1,865,300 | |||
Number of common stock, issued | 12,701,266 | 12,701,266 | 7,407,254 | |||
Option exercised | ||||||
Health Care [Member] | ||||||
Market Value | $ 42,800,000,000 | $ 42,800,000,000 | ||||
Mental Health Software And Services [Member] | ||||||
Market Value | 4,300,000,000 | 4,300,000,000 | ||||
Agreement And Plan Of Merger [Member] | MYnd Analytics, Inc. [Member] | ||||||
Aggregate liabilities | $ 250,000 | $ 250,000 | ||||
Number of common stock, issued | 1,464,000 | 1,464,000 | ||||
Option exercised | 500,000 | |||||
Agreement And Plan Of Merger [Member] | MYnd Analytics, Inc. [Member] | Warrant [Member] | ||||||
Cash and cash equivalents | $ 2,500,000 | $ 2,500,000 | ||||
Number of common stock, issued | 6,269,673 | 6,269,673 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jun. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
2019 (for the remaining three months) | $ 12,000 |
2020 | 29,400 |
2021 | 29,400 |
2022 | 3,500 |
Total | $ 74,300 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 06, 2018 | Dec. 22, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 |
Allowance for doubtful accounts | $ (8,500) | $ (8,500) | $ (1,800) | ||||
Deferred revenue | 175,800 | 175,800 | 159,700 | ||||
Advertising expense | 4,800 | $ 248,500 | |||||
Amortization of intangible assets | 14,000 | $ 14,000 | 42,000 | 38,700 | |||
Accumulated amortization of intangible assets | 136,300 | 136,300 | 94,200 | ||||
Net income attributable to noncontrolling interests | (604,200) | (332,200) | (1,382,200) | (404,500) | |||
Prepaid for part of study | $ 125,000 | ||||||
Payment for services under the study | $ 15,000 | ||||||
Previous corporate tax | 35.00% | ||||||
Current corporate tax | 21.00% | ||||||
Percentage of limitation of the tax deduction for interest expense | 30.00% | ||||||
Percent of current-year taxable income | 80.00% | ||||||
Federally insured limit | $ 2,300,000 | $ 2,300,000 | |||||
Subsidiary [Member] | |||||||
Maximum percentage of voting rights in subsidiaries | 50.00% | 50.00% | |||||
Furniture and Equipment [Member] | |||||||
Depreciation expense | $ 16,700 | $ 16,100 | $ 49,000 | $ 44,200 | |||
Accumulated depreciation and amortization | $ 198,200 | $ 198,200 | 149,200 | ||||
Federal [Member] | |||||||
Net operating loss carryforwards | 60,200,000 | ||||||
State [Member] | |||||||
Net operating loss carryforwards | $ 33,800,000 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 527,000 | $ 391,700 | $ 1,374,200 | $ 973,600 |
Neurometric Services [Member] | ||||
Revenue | 36,500 | 65,600 | 160,500 | 198,700 |
Telepsychiatry Services [Member] | ||||
Revenue | $ 490,500 | $ 326,100 | $ 1,213,700 | $ 774,900 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Accounts receivable, net | $ 183,400 | $ 63,300 | |
Deferred revenue | 175,800 | $ 159,700 | |
Recorded deferred revenue | $ 16,100 | $ 119,800 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Jun. 30, 2019 | Sep. 30, 2018 |
Accounts receivable | $ 191,900 | $ 65,100 |
Allowance for doubtful accounts | (8,500) | (1,800) |
Accounts receivable, net | $ 183,400 | $ 63,300 |
LONG - TERM BORROWINGS AND OT_3
LONG - TERM BORROWINGS AND OTHER NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Beginning balance | $ 587,700 | |||
Accretion of debt discount | 70,100 | $ 58,900 | ||
Ending balance | $ 615,800 | 615,800 | ||
Arcadian Telepsychiatry Services LLC [Member] | ||||
Beginning balance | 587,700 | |||
Accretion of debt discount | 9,400 | $ 9,400 | 28,100 | $ 23,400 |
Ending balance | $ 615,800 | $ 615,800 |
LONG - TERM BORROWINGS AND OT_4
LONG - TERM BORROWINGS AND OTHER NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accretion of debt discount expenses | $ 70,100 | $ 58,900 | ||
Arcadian Telepsychiatry Services LLC [Member] | ||||
Debt outstanding | $ 700,000 | $ 700,000 | ||
Debt maturity date | Sep. 30, 2021 | |||
Debt discount | $ 84,100 | $ 84,100 | ||
Accrued rate of interest | 8.00% | 8.00% | ||
Accrued interest on debt | $ 122,100 | $ 122,100 | ||
Accretion of debt discount expenses | $ 9,400 | $ 9,400 | $ 28,100 | $ 23,400 |
ACQUISITION (Details)
ACQUISITION (Details) | 9 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Business Combinations [Abstract] | |
Revenues | $ 1,118,900 |
Net income (loss) | $ (8,542,400) |
Basic and diluted loss per share: (in dollars per share) | $ / shares | $ (1.78) |
Outstanding at weighted average shares outstanding (in shares) | shares | 4,793,273 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - Arcadian Telepsychiatry Services LLC [Member] | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Previous investment in Arcadian Services | $ 195,900 |
Forgiveness of loan in relation of acquisition | 317,000 |
Long-term debt | 555,000 |
Accrued interest | 96,700 |
Payment on warrant outstanding | 175,000 |
Indebtedness and payables | $ 1,339,600 |
Accrude rate of interest | 8.00% |
Debt maturity date | Sep. 30, 2021 |
REVERSE MERGER (Details Narrati
REVERSE MERGER (Details Narrative) | Jan. 04, 2019 | Jul. 17, 2019$ / shares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Sep. 30, 2018$ / sharesshares |
Common stock, outstanding | 12,701,266 | 7,407,254 | |||
Common stock, issued | 12,701,266 | 7,407,254 | |||
Proceeds from issuance of stock | $ | $ 2,544,700 | $ 2,100,000 | |||
Common stock, par value (in dollars per shares) | $ / shares | $ 0.001 | $ 0.001 | |||
Agreement And Plan Of Merger [Member] | MYnd Analytics, Inc. [Member] | |||||
Percentage of securityholders collectively own on a fully diluted basis | 94.10% | ||||
Percentage of share issued with debt conversion | 5.90% | ||||
Common stock, issued | 1,464,000 | ||||
Reverse -stock spilt | 1-for-6 reverse | ||||
Common stock, par value (in dollars per shares) | $ / shares | $ 0.001 | ||||
Conversion ratio | 1.05 | ||||
Agreement And Plan Of Merger [Member] | MYnd Analytics, Inc. [Member] | Warrant [Member] | |||||
Common stock, issued | 6,269,673 | ||||
Agreement And Plan Of Merger [Member] | MYnd Analytics, Inc. [Member] | Common Stock [Member] | |||||
Number of reverse stock splits shares issued | 47,465,212 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Option Stock [Member] | ||
Total stock-based compensation expense | $ 791,200 | $ 834,900 |
Restricted Stock [Member] | ||
Total stock-based compensation expense | 422,300 | 500,200 |
Research [Member] | Option Stock [Member] | ||
Total stock-based compensation expense | ||
Research [Member] | Restricted Stock [Member] | ||
Total stock-based compensation expense | ||
Product Development [Member] | Option Stock [Member] | ||
Total stock-based compensation expense | 30,700 | 96,700 |
Product Development [Member] | Restricted Stock [Member] | ||
Total stock-based compensation expense | 10,400 | |
Sales and Marketing [Member] | Option Stock [Member] | ||
Total stock-based compensation expense | 24,900 | 100 |
Sales and Marketing [Member] | Restricted Stock [Member] | ||
Total stock-based compensation expense | ||
General and Administrative [Member] | Option Stock [Member] | ||
Total stock-based compensation expense | 735,600 | 738,100 |
General and Administrative [Member] | Restricted Stock [Member] | ||
Total stock-based compensation expense | $ 411,900 | $ 500,200 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - USD ($) | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Unrecognized Expense | $ 246,866 | $ 1,110,717 |
Weighted average Recognition Period | 1 year 3 months 7 days | 3 years 6 months 29 days |
Option Stock [Member] | ||
Unrecognized Expense | $ 246,866 | $ 924,117 |
Weighted average Recognition Period | 1 year 3 months 7 days | 4 years 5 months 26 days |
Restricted Stock [Member] | ||
Unrecognized Expense | $ 186,600 | |
Weighted average Recognition Period | 5 months 26 days |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) | 9 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 803,937 |
Granted | shares | 1,084,758 |
Exercised | shares | |
Forfeited or expired | shares | (96,531) |
Outstanding, ending | shares | 1,792,164 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 10.13 |
Granted | $ / shares | 1.31 |
Exercised | $ / shares | |
Forfeited or expired | $ / shares | 5.34 |
Outstanding, ending | $ / shares | $ 5.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward] | |
Outstanding, beginning | 8 years 9 months |
Outstanding, ending | 8 years 9 months 25 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value [Roll Forward] | |
Outstanding, beginning | $ | $ 7,500 |
Outstanding, ending | $ | $ 38,000 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Restricted Stock [Member] | 9 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning | shares | 406,564 |
Granted | shares | 250,250 |
Forfeited | shares | (4,500) |
Outstanding, ending | shares | 652,314 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 4.09 |
Granted | $ / shares | 1.32 |
Forfeited | $ / shares | 1.99 |
Outstanding, ending | $ / shares | $ 3.04 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) | 9 Months Ended |
Jun. 30, 2019 | |
Minimum [Member] | |
Annual dividend yield | |
Expected life (years) | 3 years |
Risk-free interest rate | 1.73% |
Expected volatility | 166.35% |
Maximum [Member] | |
Annual dividend yield | |
Expected life (years) | 5 years |
Risk-free interest rate | 2.90% |
Expected volatility | 200.47% |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - $ / shares | 6 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning | $ 10.13 | $ 10.13 |
Granted | 1.31 | |
Expired/ Forfeited | 5.34 | |
Outstanding, ending | $ 5.05 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, beginning | 6,075,874 | 6,075,874 |
Granted | 194,354 | |
Expired/ Forfeited | (555) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning | $ 4.53 | $ 4.53 |
Granted | 1.02 | |
Expired/ Forfeited | $ 55 |
STOCKHOLDERS' EQUITY (Details 6
STOCKHOLDERS' EQUITY (Details 6) | 9 Months Ended | |
Jun. 30, 2019$ / sharesshares | ||
Warrant [Member] | ||
Number of Shares | shares | 6,269,673 | |
Weighted Average Exercise Price | $ 4.41 | |
Warrant One [Member] | ||
Exercise Price | $ 1.02 | |
Number of Shares | shares | 194,354 | [1] |
Expiration Date | 2024-05 | |
Weighted Average Exercise Price | $ 1.02 | |
Warrant Two [Member] | ||
Exercise Price | $ 2 | |
Number of Shares | shares | 459,458 | [2] |
Expiration Date | 2023-09 | |
Weighted Average Exercise Price | $ 2 | |
Warrant Three [Member] | ||
Exercise Price | $ 2.34 | |
Number of Shares | shares | 1,050,000 | [3] |
Expiration Date | 2023-03 | |
Weighted Average Exercise Price | $ 2.34 | |
Warrant Four [Member] | ||
Exercise Price | $ 5.25 | |
Number of Shares | shares | 2,539,061 | |
Expiration Date | 2022-07 | |
Weighted Average Exercise Price | $ 5.25 | |
Warrant Five [Member] | ||
Exercise Price | $ 5.25 | |
Number of Shares | shares | 1,675,000 | [4] |
Expiration Date | 2022-07 | |
Weighted Average Exercise Price | $ 5.25 | |
Warrant Six [Member] | ||
Exercise Price | $ 6.04 | |
Number of Shares | shares | 134,000 | [5] |
Expiration Date | 2022-07 | |
Weighted Average Exercise Price | $ 6.04 | |
Warrant Seven [Member] | ||
Exercise Price | $ 10 | |
Number of Shares | shares | 4,000 | |
Expiration Date | 2021-06 | |
Weighted Average Exercise Price | $ 10 | |
Warrant Eight [Member] | ||
Exercise Price | $ 5.25 | |
Number of Shares | shares | 213,800 | [6] |
Expiration Date | 2022-07 | |
Weighted Average Exercise Price | $ 5.25 | |
[1] | On May 28, 2019, the Company completed a direct offering of 2,776,491 shares of common stock to select investors. As part of the Fee Agreement, the Company agreed to pay the Placement Agent 194,354 warrants to purchase shares of common stock equal to 7.0% of the aggregate number of shares issued to Investors in the Offering. | |
[2] | On September 21, 2018, the Company entered into definitive agreements with George C. Carpenter IV, President and former Chief Executive Officer, Robin L. Smith, Chairman, as well as John Pappajohn, and Peter Unanue, each a director of the Company, and entities affiliated with Michal Votruba, a member of the Board of Directors of MYnd Analytics and Director of Life Sciences for the European-based RSJ-Gradus fund, relating to a private placement of an aggregate of 459,458 units for $1.85 per unit, with each unit consisting of one share of Common Stock and one Common Stock Purchase Warrant to purchase one share of Common Stock for $2.00 per share. The closing price per share of the Common Stock on the Nasdaq Stock Market on September 20, 2018 was $1.72 per share. | |
[3] | On March 29, 2018, the Company sold an aggregate of 1,050,000 units for $2.00 per Unit each consisting of one share of newly-designated Series A Preferred Stock, and one warrant in a private placement to three affiliates of the Company, for gross proceeds of $2.1 million. The private placement closed on March 29, 2018. The closing price per share of the Common Stock on the Nasdaq Stock Market on March 29, 2018 was $1.19 per share. | |
[4] | On July 19, 2017, the Company issued 1,675,000 shares of Common Stock and accompanying Warrants to purchase up to 1,675,000 shares of Common Stock in connection with an underwritten public offering. | |
[5] | As part of the underwritten public offering on July 19, 2017, the Company issued warrants to purchase 134,000 shares of common stock to the underwriters as part of the services performed by them in connection with the underwritten public offering. | |
[6] | On August 23, 2017, the Company issued warrants to purchase 213,800 shares of common stock to underwriters as part of the exercise of the overallotment option attributed to the July 2017 underwritten public offering. |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Jul. 17, 2019 | May 08, 2019 | Nov. 26, 2018 | May 15, 2018 | Apr. 04, 2018 | Dec. 06, 2016 | Sep. 22, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | Aug. 21, 2017 | Apr. 05, 2016 | Mar. 26, 2013 | Dec. 10, 2012 | Mar. 22, 2012 | Aug. 03, 2006 |
Total number of share authorized | 265,000,000 | |||||||||||||||
Common stock authorized | 250,000,000 | 250,000,000 | ||||||||||||||
Preferred stock authorized | 15,000,000 | 15,000,000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock outstanding | 12,701,266 | 7,407,254 | ||||||||||||||
Number of options outstanding | 1,792,164 | 803,937 | ||||||||||||||
Common stock exercise price (in dollars per share) | $ 5.05 | $ 10.13 | ||||||||||||||
Number of stock options granted | 1,084,758 | |||||||||||||||
Total unrecognized stock-based compensation | $ 246,866 | $ 1,110,717 | ||||||||||||||
Number of vested shares | 1,069,418 | 531,604 | ||||||||||||||
Number of unvested shares | 722,746 | 272,333 | ||||||||||||||
Gross cash proceeds | $ 2,544,700 | 2,100,000 | ||||||||||||||
2006 Stock Incentive Plan [Member] | ||||||||||||||||
Number of shares reserved for future issuance | 3,339 | |||||||||||||||
Number of options outstanding | 1,397 | |||||||||||||||
2006 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||
Common stock exercise price (in dollars per share) | $ 3,300 | |||||||||||||||
2006 Stock Incentive Plan [Member] | Minimum [Member] | ||||||||||||||||
Common stock exercise price (in dollars per share) | $ 2,400 | |||||||||||||||
Omnibus Incentive Compensation Plan 2012 [Member] | ||||||||||||||||
Common stock purchase price (in dollars per share) | $ 0.001 | |||||||||||||||
Common stock authorized | 975,000 | |||||||||||||||
Weighted exercise price of awarded shares (in dollars per share) | $ 2.7 | |||||||||||||||
Number of options authorized | 200,000 | 75,000 | 27,500 | 1,667 | ||||||||||||
Number of authorized shares available for grant previously | 885,781 | |||||||||||||||
Number of authorized shares available for grant | 1,570,248 | |||||||||||||||
Maximum number of shares granted to individual | 150,000 | |||||||||||||||
Description of plan terms | The holders of the Company’s common and preferred stock voted to (i) amend the 2012 Plan to eliminate the annual individual award limits under the 2012 Plan and (ii) amend 2012 Plan to increase: (a) the total number of shares of common stock, par value $0.001 per share (“Common Stock”), available for grant under the 2012 Plan (subject to the overall limits described in clause (b) below) from 1,500,000 shares to an aggregate of 2,250,000 shares and (b) the aggregate limitation on authorized shares available for grant under the 2012 Plan, following any increases pursuant to the evergreen provision (the “Evergreen Provision”), from 2,200,000 shares to 2,950,000 shares. | The holders of the Company’s common stock voted to amend the 2012 Plan to increase (i) the total number of shares of Common Stock available for grant under the 2012 Plan (subject to the overall limit described in clause (ii) below) from 1,072,500 shares to an aggregate of 1,500,000 shares and (ii) the aggregate limitation on the authorization shares available for grant under the 2012 Plan, following any increases pursuant to the evergreen provision, from 1,570,248 shares to 2,200,000 shares. | (i) increase the total number of shares of Common Stock available for grant under the 2012 Plan from 200,000 shares to an aggregate of 500,000 shares, (ii) add an "evergreen" provision which, on January 1st of each year through 2022, automatically increases the number of shares subject to the 2012 Plan by the lesser of: (a) a number equal to 10% of the shares of Common Stock authorized under the 2012 Plan as of the preceding December 31st, or (b) an amount, or no amount, as determined by the Board, but in no event may the number of shares of Common Stock authorized under the 2012 Plan exceed 885,781 and (iii) increase the annual individual award limits under the 2012 Plan to 100,000 shares of Common Stock, subject to adjustment in accordance with the 2012 Plan. Per the above mentioned “evergreen” provision, an additional 50,000 shares were automatically allocated for distribution under the 2012 Plan as of January 1, 2017. | |||||||||||||
Omnibus Incentive Compensation Plan 2012 [Member] | Maximum [Member] | ||||||||||||||||
Common stock exercise price (in dollars per share) | 600 | |||||||||||||||
Omnibus Incentive Compensation Plan 2012 [Member] | Minimum [Member] | ||||||||||||||||
Common stock exercise price (in dollars per share) | $ 1.18 | |||||||||||||||
2012 Stock Option Plan [Member] | ||||||||||||||||
Number of options outstanding | 1,590,767 | |||||||||||||||
Restricted Stock [Member] | ||||||||||||||||
Number of equity instruments other than options outstanding | 652,314 | 406,564 | ||||||||||||||
Total unrecognized stock-based compensation | $ 186,600 | |||||||||||||||
Number of vested shares | 652,314 | 351,522 | ||||||||||||||
Number of unvested shares | 55,042 | |||||||||||||||
Restricted Stock [Member] | Omnibus Incentive Compensation Plan 2012 [Member] | ||||||||||||||||
Number of shares reserved for future issuance | 231,919 | |||||||||||||||
Number of equity instruments other than options outstanding | 652,314 | |||||||||||||||
Dr. Robin Smith [Member] | ||||||||||||||||
Number of stock options granted | 100,000 | |||||||||||||||
Number of shares to be forfeited | 25,000 | |||||||||||||||
Dr. Robin Smith [Member] | Subsequent Event [Member] | ||||||||||||||||
Performance bonus | $ 150,000 | |||||||||||||||
Dr. Robin Smith [Member] | Restricted Stock [Member] | ||||||||||||||||
Number of shares to be forfeited | 25,000 | |||||||||||||||
Dr. Robin Smith [Member] | Restricted Stock [Member] | Amended and Restated Omnibus Incentive Compensation Plan 2012 [Member] | ||||||||||||||||
Number of common stock granted | 50,000 | |||||||||||||||
Aspire Capital Fund, LLC [Member] | Second Common Stock Purchase Agreement [Member] | ||||||||||||||||
Number of common shares purchased | 10,000,000 | |||||||||||||||
Agreement term | 30 months | |||||||||||||||
Common stock purchase price (in dollars per share) | $ 0.50 | |||||||||||||||
Description of purchase notice | The Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 50,000 shares of Common Stock per business day, up to $10.0 million of the Company’s common stock in the aggregate at a per share purchase price equal to the lesser of:a) the lowest sale price of Common Stock on the purchase date; or b) the arithmetic average of the three (3) lowest closing sale prices for Common Stock during the twelve (12) consecutive trading days ending on the trading day immediately preceding the purchase date. | |||||||||||||||
Number of common stock issued | 3,108,180 | |||||||||||||||
Proceeds from issuance of private placement | $ 4,600,000 | |||||||||||||||
Aspire Capital Fund, LLC [Member] | Second Common Stock Purchase Agreement [Member] | Commitment Shares [Member] | ||||||||||||||||
Number of common shares purchased | 250,000 | |||||||||||||||
Number of share not request purchase per day | 300,000 | |||||||||||||||
Aspire Capital Fund, LLC [Member] | Second Common Stock Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Number of shares sold per day | 50,000 | |||||||||||||||
Aspire Capital Fund, LLC [Member] | First Common Stock Purchase Agreement [Member] | ||||||||||||||||
Number of common shares purchased | 10,000,000 | 1,180,000 | ||||||||||||||
Agreement term | 30 months | |||||||||||||||
Common stock purchase price (in dollars per share) | $ 0.50 | $ 2 | ||||||||||||||
Description of purchase notice | Amount equal to 50,000 shares, and the closing sale price of its Common Stock is equal to or greater than $0.50 per share, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of Common Stock traded on its principal market on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such VWAP Purchase Notice is generally 95% of the volume-weighted average price for Common Stock traded on its principal market on the VWAP Purchase Date. | |||||||||||||||
Gross cash proceeds | $ 2,400,000 | |||||||||||||||
Aspire Capital Fund, LLC [Member] | First Common Stock Purchase Agreement [Member] | Commitment Shares [Member] | ||||||||||||||||
Number of common shares purchased | 80,000 | |||||||||||||||
Number of share not request purchase per day | 100,000 | |||||||||||||||
Aspire Capital Fund, LLC [Member] | First Common Stock Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Number of shares sold per day | 50,000 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details Narrative 1) - USD ($) | May 28, 2019 | Nov. 26, 2018 | Sep. 21, 2018 | Jun. 30, 2019 | Sep. 30, 2018 | |
Number of common stock issue | 12,701,266 | 7,407,254 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Warrant Six [Member] | ||||||
Warrant outstanding | [1] | 134,000 | ||||
Warrant exercise price (in dollars per share) | $ 6.04 | |||||
Warrant Five [Member] | ||||||
Warrant outstanding | [2] | 1,675,000 | ||||
Warrant exercise price (in dollars per share) | $ 5.25 | |||||
Warrant Four [Member] | ||||||
Warrant outstanding | 2,539,061 | |||||
Warrant exercise price (in dollars per share) | $ 5.25 | |||||
Warrant Three [Member] | ||||||
Warrant outstanding | [3] | 1,050,000 | ||||
Warrant exercise price (in dollars per share) | $ 2.34 | |||||
Warrant One [Member] | ||||||
Warrant outstanding | [4] | 194,354 | ||||
Warrant exercise price (in dollars per share) | $ 1.02 | |||||
Warrant Two [Member] | ||||||
Warrant outstanding | [5] | 459,458 | ||||
Warrant exercise price (in dollars per share) | $ 2 | |||||
Second Purchase Agreement [Member] | Aspire Capital [Member] | ||||||
Number of share issued or sold | 2,776,491 | 1,134,671 | ||||
Percentage of exercisable common stock | 7.00% | 20.00% | ||||
Amount of additional common stock issue | $ 8,100,000 | |||||
Maximum amount of common stock issue | 10,000,000 | |||||
Remaining availability common stock issue | $ 5,400,000 | |||||
Definitive Agreements [Member] | Private Placement [Member] | Directors And Management [Member] | ||||||
Number of share issued or sold | 459,458 | |||||
Unit price (in dollars per share) | $ 1.85 | |||||
Number of common stock issue | 459,458 | |||||
Description of stock unit term | Each unit consisting of one share of common stock and one common stock purchase warrant to purchase one share of Common Stock for $2.00 per share. | |||||
Common stock, par value (in dollars per share) | $ 2 | |||||
Closing price (in dollars per share) | $ 1.72 | |||||
[1] | As part of the underwritten public offering on July 19, 2017, the Company issued warrants to purchase 134,000 shares of common stock to the underwriters as part of the services performed by them in connection with the underwritten public offering. | |||||
[2] | On July 19, 2017, the Company issued 1,675,000 shares of Common Stock and accompanying Warrants to purchase up to 1,675,000 shares of Common Stock in connection with an underwritten public offering. | |||||
[3] | On March 29, 2018, the Company sold an aggregate of 1,050,000 units for $2.00 per Unit each consisting of one share of newly-designated Series A Preferred Stock, and one warrant in a private placement to three affiliates of the Company, for gross proceeds of $2.1 million. The private placement closed on March 29, 2018. The closing price per share of the Common Stock on the Nasdaq Stock Market on March 29, 2018 was $1.19 per share. | |||||
[4] | On May 28, 2019, the Company completed a direct offering of 2,776,491 shares of common stock to select investors. As part of the Fee Agreement, the Company agreed to pay the Placement Agent 194,354 warrants to purchase shares of common stock equal to 7.0% of the aggregate number of shares issued to Investors in the Offering. | |||||
[5] | On September 21, 2018, the Company entered into definitive agreements with George C. Carpenter IV, President and former Chief Executive Officer, Robin L. Smith, Chairman, as well as John Pappajohn, and Peter Unanue, each a director of the Company, and entities affiliated with Michal Votruba, a member of the Board of Directors of MYnd Analytics and Director of Life Sciences for the European-based RSJ-Gradus fund, relating to a private placement of an aggregate of 459,458 units for $1.85 per unit, with each unit consisting of one share of Common Stock and one Common Stock Purchase Warrant to purchase one share of Common Stock for $2.00 per share. The closing price per share of the Common Stock on the Nasdaq Stock Market on September 20, 2018 was $1.72 per share. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - $ / shares | Sep. 21, 2018 | Jun. 30, 2019 | Sep. 30, 2018 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Private Placement [Member] | Directors And Management [Member] | |||
Number of share issued or sold | 459,458 | ||
Unit price (in dollars per share) | $ 1.85 | ||
Common stock, par value (in dollars per share) | $ 2 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net loss for computation of basic and diluted net loss per share: | ||||
Net Loss attributable to MYnd Analytics, Inc. | $ (2,121,700) | $ (2,605,000) | $ (6,757,800) | $ (7,961,700) |
Preferred stock dividends | (24,600) | (73,800) | ||
Total | $ (2,146,300) | $ (2,605,000) | $ (6,831,600) | $ (7,961,700) |
Basic and diluted net loss per share: | ||||
Basic and diluted net loss per share (in dollars per share) | $ (0.20) | $ (0.46) | $ (0.76) | $ (1.66) |
Basic and diluted weighted average shares outstanding (in shares) | 10,722,152 | 5,698,523 | 8,880,214 | 4,793,273 |
Anti-dilutive common equivalent shares not included in the computation of dilutive net loss per share: | ||||
Total (in shares) | 8,061,837 | 6,504,719 | 8,061,837 | 6,504,719 |
Warrant [Member] | ||||
Anti-dilutive common equivalent shares not included in the computation of dilutive net loss per share: | ||||
Total (in shares) | 6,269,673 | 5,616,721 | 6,269,673 | 5,616,721 |
Employee Stock Option [Member] | ||||
Anti-dilutive common equivalent shares not included in the computation of dilutive net loss per share: | ||||
Total (in shares) | 1,792,164 | 887,998 | 1,792,164 | 887,998 |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 |
Operating Lease Obligations | $ 305,500 | ||||
Total | $ 305,500 | ||||
Payments Due By Period [Member] | |||||
Operating Lease Obligations | $ 53,900 | $ 71,900 | $ 89,100 | $ 90,600 | |
Total | $ 53,900 | $ 71,900 | $ 89,100 | $ 90,600 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Aug. 13, 2019 | Aug. 31, 2019 |
Subsequent Event [Line Items] | ||
Fine amount | $ 250,000 | |
Planitiff damages | $ 50,000 |