Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | Jul. 20, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | AUTHENTIDATE HOLDING CORP | |
Entity Central Index Key | 885,074 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ADAT | |
Entity Common Stock, Shares Outstanding | 7,249,370 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,155,273 | $ 1,414,706 |
Restricted cash | 120,695 | 120,695 |
Accounts receivable, net | 1,731,859 | 2,142,514 |
Inventory, net | 46,861 | 337,907 |
Prepaid expenses and other current assets | 124,933 | 170,944 |
Total current assets | 3,179,621 | 4,186,766 |
Property and equipment, net | 2,581,287 | 3,476,670 |
Other assets | ||
Intangibles | 1,909,733 | 2,188,682 |
Security deposits | 10,211 | 10,211 |
Deferred tax asset | 38,493,000 | 38,493,000 |
Goodwill | 3,318,000 | 3,318,000 |
Total assets | 49,491,852 | 51,673,329 |
Current liabilities | ||
Accounts payable | 2,874,281 | 4,329,187 |
Accrued expenses | 956,807 | 1,751,234 |
Accrued commissions | 1,288,609 | 1,106,555 |
Accrued dividends | 557,726 | 402,000 |
Notes payable | 2,545,197 | 2,977,811 |
Derivative liabilities | 987,015 | 1,051,000 |
Total current liabilities | 9,209,635 | 11,617,787 |
Deferred Rent | 123,008 | 114,379 |
Total liabilities | 9,332,643 | 11,732,166 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Preferred stock, $.10 par value; 5,000,000 shares authorized, Series B, 0 and 28,000 shares,Series D, 605,000 shares and Series E 25,000 and 0 shares issued and outstanding at March 31, 2017, and June 30, 2016 , respectively | 63,000 | 63,300 |
Common stock, $.001 par value; 190,000,000 shares authorized, 7,168,384 and 5,772,258 shares issued and outstanding on March 31, 2017, and June 30, 2016 , respectively | 7,168 | 5,772 |
Additional paid-in capital | 44,024,631 | 38,316,376 |
(Accumulated deficit) retained earnings | (3,935,590) | 1,555,715 |
Total shareholders’ equity | 40,159,209 | 39,941,163 |
Total liabilities and shareholders’ equity | $ 49,491,852 | $ 51,673,329 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Jun. 30, 2016 |
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 7,168,384 | 5,772,258 |
Common stock, shares outstanding | 7,168,384 | 5,772,258 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 28,000 |
Preferred stock, shares outstanding | 0 | 28,000 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 605,000 | 605,000 |
Preferred stock, shares outstanding | 605,000 | 605,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares issued | 25,000 | 0 |
Preferred stock, shares outstanding | 25,000 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net revenues | ||||
Fees for services | $ 5,212,634 | $ 5,244,059 | $ 15,469,366 | $ 27,841,500 |
Hosted software services | 314,812 | 249,104 | 973,417 | 249,104 |
Telehealth products and services | 4,364 | 10,105 | 25,916 | 10,105 |
Total net revenues | 5,531,810 | 5,503,268 | 16,468,699 | 28,100,709 |
Operating expenses | ||||
Cost of revenues | 908,290 | 2,266,891 | 3,203,504 | 5,333,436 |
Write-down of inventory | 0 | 0 | 237,674 | 0 |
Selling, general and administrative | 3,388,403 | 4,098,396 | 11,264,267 | 14,091,897 |
Depreciation and amortization | 393,510 | 400,110 | 1,196,435 | 876,112 |
Total operating expenses | 4,690,203 | 6,765,397 | 15,901,880 | 20,301,445 |
Operating income (loss) | 841,607 | (1,262,129) | 566,819 | 7,799,264 |
Other (expenses) income | ||||
Interest | (73,017) | (93,734) | (443,785) | (93,734) |
Change in fair value of derivative liabilities | 256,806 | (340,000) | 392,407 | (340,000) |
Loss on extinguishment of debt | (258,037) | 0 | (258,037) | 0 |
Other | 0 | (25,710) | 0 | (16,618) |
Total Other (expenses) income | (74,248) | (459,444) | (309,415) | (450,352) |
Income (loss) before provision for income taxes | 767,359 | (1,721,573) | 257,404 | 7,348,912 |
Provision for income taxss | 0 | (1,017,600) | 0 | (1,009,940) |
Net income (loss) | 767,359 | (2,739,173) | 257,404 | 6,338,972 |
Less: preferred dividends | (74,863) | (67,082) | (276,111) | (67,082) |
Net income (loss) available to common shareholders | $ 692,496 | $ (2,806,255) | $ (18,707) | $ 6,271,890 |
Earnings (loss) per share | ||||
Basic earnings (loss) per common share | $ 0.1 | $ (0.65) | $ 0 | $ 3.04 |
Diluted earnings (loss) per common share | $ 0.04 | $ (0.65) | $ 0 | $ 2.44 |
Weighted average number of common shares outstanding | ||||
Basic | 7,168,329 | 4,327,990 | 6,312,344 | 2,064,951 |
Diluted | 8,765,657 | 4,327,990 | 6,312,344 | 2,694,990 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY - 9 months ended Mar. 31, 2017 - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Balance at Jun. 30, 2016 | $ 39,941,163 | $ 63,300 | $ 5,772 | $ 38,316,376 | $ 1,555,715 |
Balance (in shares) at Jun. 30, 2016 | 633,000 | 5,772,258 | |||
Share-based compensation expense | 186,753 | 186,753 | |||
Common dividends for earn-out | 0 | $ 1,396 | 5,471,202 | (5,472,598) | |
Common dividends for earn-out (in shares) | 1,396,071 | ||||
Preferred dividends | 0 | ||||
Series E Preferred dividend accrual | (276,111) | (276,111) | |||
Conversion of Preferred Series B to Series E | 50,000 | $ (300) | 50,300 | ||
Conversion of Preferred Series B to Series E (in shares) | (3,000) | ||||
Net income | 257,404 | 257,404 | |||
Balance at Mar. 31, 2017 | $ 40,159,209 | $ 63,000 | $ 7,168 | $ 44,024,631 | $ (3,935,590) |
Balance (in shares) at Mar. 31, 2017 | 630,000 | 7,168,329 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flow from operating activities | ||
Net income | $ 257,404 | $ 6,338,972 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Change in fair value of derivative liabilities | (392,407) | 340,000 |
Loss on debt extinguishment | 258,037 | 0 |
Bad debt expense | 0 | 109,358 |
Depreciation and amortization | 1,196,435 | 876,112 |
Deferred taxes | 0 | 1,010,000 |
Share based compensation | 186,753 | 1,476,000 |
Write-off of inventory | 237,674 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | 410,655 | (2,371,274) |
Inventory | 53,372 | 74,880 |
Prepaid expenses and other current assets | 46,011 | 59,528 |
Accounts payable and other liabilities | (1,454,907) | (314,738) |
Accrued expenses | (419,229) | 0 |
Accrued commissions | 182,054 | 150,260 |
Deferred rent | 8,629 | 57,049 |
Net cash provided by operating activities | 570,481 | 7,806,147 |
Cash flows from investing activities | ||
Purchases of property and equipment | (22,103) | (1,136,196) |
Collections from notes receivable | 0 | 50,000 |
Net cash used in investing activities | (22,103) | (1,086,196) |
Cash flows from financing activities | ||
Proceeds from note payable - related party | 250,000 | (8,947,023) |
Repayments of notes payable | (1,057,811) | (200,000) |
Net cash used in financing activities | (807,811) | (9,147,023) |
Net decrease in cash | (259,433) | (2,427,072) |
Cash beginning of period | 1,414,706 | 5,190,540 |
Cash end of period | 1,155,273 | 2,763,468 |
Supplemental disclosure of cash paid for: | ||
Interest paid | 0 | 94,000 |
Income taxes paid | 0 | 8,000 |
Non-cash investing and financing activities | ||
Non-cash preferred dividends | 276,111 | 67,082 |
Earn-out common dividends paid in stock | 5,472,598 | 0 |
Conversion of accrued interest to notes payable | 375,199 | 0 |
Derivative liability resulting from issuance of convertible notes | $ 328,422 | $ 0 |
Description of Business, Revers
Description of Business, Reverse Merger and Liquidity | 9 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Description of Business, Reverse Merger and Liquidity Business Authentidate Holding Corp. (“AHC”) and its subsidiaries primarily provides an array of clinical testing services to health care professionals through its wholly owned subsidiary, Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories (“AEON”). AHC also continues to provide its legacy secure web-based revenue cycle management applications and telehealth products and services that enable healthcare clinical testing, organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. Web-based services are delivered as Software as a Service (SaaS) to our customers interfacing seamlessly with billing, information and records management systems. Reverse Merger On January 27, 2016, AEON merged into a newly formed acquisition subsidiary of AHC pursuant to a definitive Amended and Restated Agreement and Plan of Merger dated January 26, 2016, as amended on May 31, 2016 and December 15, 2016 (collectively the “Merger Agreement”) (the “AEON Acquisition”). The merger certificate was filed with the Secretary of State of Georgia on January 27, 2016. AEON survived the merger as a wholly-owned subsidiary of AHC (collectively the “Company”). AEON markets to health care professionals to provide urine and oral fluid testing to patients. The four primary tests provided by AEON are Medical Toxicology, Pharmacogenomics, Cancer Genetic Testing and Molecular Microbiology. Following the completion of the reverse merger, the business conducted by AEON became primarily the business conducted by the Company. Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the merger is treated as a “reverse merger” under the purchase method of accounting (see Note 3). The condensed consolidated financial statements reflect the historical results of AEON prior to the completion of the reverse merger since it was determined to be the accounting acquirer, and do not include historical results of AHC prior to the completion of the merger. Going Concern The Company’s capital requirements have been and will continue to be significant and it is expending significant amounts of capital to develop, promote and market its services. The Company’s available cash and cash equivalents as of March 31, 2017 totaled approximately $ 1,155,000 6,030,000 1,300,000 As of the filing date of this Quarterly Report on Form 10-Q, and after giving effect to the recent note exchange transaction described in Note 8 to these financial statements, there is outstanding an aggregate principal amount of $ 2,545,199 March 20, 2018 330,000 June 15, 2018 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending June 30, 2017 or any other interim period or for any other future year. The balance sheet as of June 30, 2016 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2016 and the corresponding Management’s Discussion and Analysis of Financial Condition and Results of Operations. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most sensitive accounting estimates affecting the financial statements are revenue recognition, the allowance for doubtful accounts, depreciation of long-lived assets, fair value of intangible assets and goodwill, amortization of intangible assets, income taxes and associated deferrals and valuation allowances, and commitments and contingencies. Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less. Accounts receivable represent customer obligations due under normal trade terms, net of allowance for doubtful accounts. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. The allowance for doubtful accounts was approximately $ 543,000 769,000 Inventory amounts are stated at the lower of cost or market using the first-in, first-out basis. Intangible assets consist primarily of trademarks and acquired technologies. The Company acquired approximately $ 2,344,000 Goodwill is not amortized, but is assessed annually for impairment. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized. The Company provides laboratory testing services, web-based hosted software services, telehealth products and post contract customer support services. Billings for laboratory testing services are reimbursed by third-party payers net of allowances for differences between amounts billed and the cash receipts from such payers. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC-605 “ Revenue Recognition Historically, the Company had recognized revenue for these services upon cash receipt because the criteria to recognize revenues under ASC-605 had not been met at the time test results were delivered since the fee was not fixed and determinable until the third payer remitted payment given the limited experience and history to develop a reliable estimate of the provision for contractual adjustments (that is, the difference between established rates and expected third-party payments) and discounts (that is, the difference between established rates and the amount billable). The Company has continuously reassessed its ability to develop reliable estimates of the provision for contractual adjustments and discounts and over the past year and has made investments in its systems and process around its billing system to improve the quality of information generated by the system. Given these ongoing investments and improvements and based upon the financial framework the Company uses for estimating the provision for contractual adjustments and discounts, in the second quarter of 2016, the Company concluded that it was able to reasonably estimate its provision for contractual adjustments and discounts and began recognizing revenue at the time test results are delivered, net of estimated contractual allowances. Revenue for hosted software services, telehealth products, and customer support services are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and collectability is reasonably assured. Multiple-element arrangements are assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met: the delivered item has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered items in the arrangement; if the arrangement includes a general right of return relative to the delivered items, and delivery or performance of the undelivered item is considered probable and substantially in our control. If these criteria are not met, then revenue is deferred until such criteria are met or until the period over which the last undelivered element is delivered, which is typically the life of the contract agreement. If these criteria are met, we allocate total revenue among the elements based on the sales price of each element when sold separately which is referred to as vendor specific objective evidence or VSOE. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At March 31, 2017 and June 30, 2016, the Company had approximately $ 948,000 1,165,000 The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Prior to the reverse merger, AEON elected to be taxed as an S Corporation for federal and certain state income tax purposes. Under this election substantially all of the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. Therefore prior to the reverse merger no provision or liability for income taxes has been included in these consolidated financial statements except for state and localities where the S Corporation status has not been recognized. Prior to the reverse merger, AHC tax benefits were fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. As a result of the reverse merger a deferred tax asset was recorded since it was determined the realization of some of these assets is more likely than not, due to consolidated earnings resulting in the expected usage of net operating loss carryforwards. Under income tax regulations in the United States AHC is the acquirer of AEON. As such the Company must file a consolidated return for both AHC and AEON for the year ending June 30, 2017. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “ Revenues from Contracts with Customers” (Topic 606) In August 2014, the FASB issued ASU No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. In July 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-11, “ Inventory Topic 330 Simplifying the Measurement of Inventory In November 2015, the FASB issued a new accounting standard that requires that the deferred tax liabilities and assets be classified as noncurrent on the consolidated balance sheet. The standard will be effective for the Company beginning July 1, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-2, “ Leases In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contract with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (topic 230): Classification of Certain Cash Receipts and Cash Payments” ⋅ Debt Prepayment of Debt Extinguishment Costs ⋅ Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing ⋅ Contingent Consideration Payments Made after a Business Combination ⋅ Proceeds from the Settlement of Corporate-Owned Life Insurance Policies ⋅ Distributions Received from Equity Method Investees ⋅ Beneficial Interests in Securitization Transactions ⋅ Separately Identifiable Cash Flows and Application of the Predominance Principle. This standard is effective beginning with our fiscal year ending June 30, 2018. We are currently evaluating the effect of adoption of this ASU and will report on its effect on the Company when available. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment |
Reverse Merger
Reverse Merger | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. Reverse Merger On January 27, 2016, AHC completed the reverse merger with AEON, an expanding clinical laboratory based in Gainesville, GA. The transaction was structured as a tax-free exchange, with the former AEON members receiving shares of common stock of AHC at the closing, and potential further issuances of common stock tied primarily to the earnings of AEON during the five calendar years ending December 2019. The AEON members received an aggregate of 19.9 958,030 5 240,711 90 16,000,000 1,155,414 100,000,000 10 Business Combinations Reverse Acquisitions The effective consideration transferred is determined based upon the amount of shares that AEON would have had to issue to AHC shareholders in order to provide the same ownership ratios as previously discussed. The fair value of the consideration effectively transferred by AEON should be based on the most reliable measure. In this case, the quoted market price of AHC shares provide a more reliable basis for measuring the consideration effectively transferred than the estimated fair value of the shares of AEON. The fair value of AHC common stock is based upon the closing stock price on January 27, 2016, the effective date of the merger, of $ 4.71 Fair value of AHC common shares (A) $ 22,675,000 Preferred stock outstanding (B) 3,047,000 Stock options vested and outstanding (C) 1,296,000 Warrants vested and outstanding (C) 9,782,000 Consideration effectively transferred $ 36,800,000 (A) Based upon 4,814,226 4.71 (B) Represents 28,000 605,000 646,933 (C) Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. Options Warrants Number of shares 616,141 4,313,180 Weighted average exercise price $ 4.46 $ 5.24 Volatility 85.10 % 85.10 % Risk-free interest rate 1.63 % 1.63 % Expected dividend rate 0 % 0 % Expected life (years) 4.00 4.16 Stock price $ 4.71 $ 4.71 Cash and cash equivalents $ 30,000 Restricted cash 121,000 Accounts receivable 174,000 Inventory 360,000 Prepaid expenses and other current assets 464,000 Property and equipment 189,000 Trade names and licensed technology 2,344,000 Deferred tax assets 38,804,000 Total assets acquired at fair value 42,486,000 Accounts payable and accrued expenses 3,860,000 Notes payable 4,078,000 Derivative liabilities 1,066,000 Total liabilities assumed 9,004,000 Net assets acquired 33,482,000 Goodwill 3,318,000 Total preliminary purchase consideration $ 36,800,000 The purchase price exceeded the fair value of the net assets acquired by approximately $ 3,318,000 |
Inventory
Inventory | 9 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory [Text Block] | 4. Inventory March 31, June 30, 2017 2016 Laboratory testing supplies $ 46,861 $ 100,233 Purchased components, net - 31,068 Finished goods - 206,606 Total inventory $ 46,861 $ 337,907 Purchased components of approximately $ 32,000 207,000 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Property and Equipment Estimated March 31, June 30, Useful Life In 2017 2016 Years Machinery and equipment $ 5,608,592 $ 5,591,564 3-6 Software 392,913 392,913 5-7 Furniture and fixtures 105,043 105,043 5-7 Leasehold improvements 69,268 64,193 (1) 6,175,816 6,153,713 Less: Accumulated depreciation and amortization (3,594,529) (2,677,043) Property and equipment, net $ 2,581,287 $ 3,476,670 (1) Lesser of lease terms or estimated useful life Depreciation on property and equipment for three and the nine months ended March 31, 2017 was approximately $ 300,000 917,000 320,000 796,000 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 6. Intangible Assets March 31, 2017 June 30, 2016 Gross Accumulated Net Book Gross Accumulated Net Book Useful Life In Trademarks $ 550,000 $ 91,667 $ 458,333 $ 550,000 $ 32,738 $ 517,262 7 Acquired technologies 1,794,000 342,600 1,451,400 1,794,000 122,580 1,671,420 3-7 Total $ 2,344,000 $ 434,267 $ 1,909,733 $ 2,344,000 $ 155,318 $ 2,188,682 93,000 279,000 80,000 June 30, 2017 (remaining) $ 93,057 2018 372,229 2019 372,229 2020 372,229 2021 317,729 Thereafter 382,260 $ 1,909,733 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 7. Income Taxes The Company’s effective tax rate for the three and nine months ended March 31, 2017 was 41.4 41.5 35 At March 31, 2017, the Company’s net deferred tax assets amounted to approximately $ 38.5 22.0 |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2017 | |
Notes Payable [Member] | |
Notes Payable [Text Block] | 8. Notes Payable March 31, 2017 June 30, 2016 Note Interest rate Note Interest rate Payable per annum Payable per annum Secured Secured $ 1,056,875 5% interest paid annually $ 950,000 9% interest paid upon maturity of early redemption 641,294 5% interest paid annually 320,000 10% interest paid annually 255,417 5% interest paid annually 1,270,000 591,613 5% interest paid annually Unsecured 532,811 20% interest paid annually 200,000 20% interest paid annually Total $ 2,545,199 525,000 20% interest paid annually 450,000 20% interest paid annually 1,707,811 Total $ 2,977,811 Secured The Company had outstanding a convertible note payable in the aggregate principal amount of $ 950,000 2.25 422,222 85 9 1,056,875 5 2.03 The Company had outstanding a promissory note in the aggregate principal amount of $ 320,000 10.0 4.86 5 3.00 106,667 this note was combined with the $ 200,000 641,294 5 2.03 Unsecured The Company had outstanding a promissory note in the aggregate principal amount of $ 200,000 20 December 1, 2016 173,333 320,000 641,294 5 2.03 The Company had a promissory note in the aggregate principal amount of $ 450,000 20 5,000,000 591,613 5 2.03 Effective as of January 31, 2017, the Company accepted a short term loan in the aggregate principal amount of $250,000 from Hanif A. Roshan, the Company’s Chief Executive Officer and Chairman of the Board. To evidence the loan, the Company issued Mr. Roshan a promissory note (the “Note”) in the aggregate principal amount of $ 250,000 12.0 Exchange Transaction On March 20, 2017, the Company entered into a note exchange agreement with the holders of an aggregate principal amount of $ 2,170,000 2,545,199 2.03 1,253,792 If the Company issues or sells shares of its common stock, rights to purchase shares of its common stock, or securities convertible into shares of its common stock for a price per share that is less than the conversion price then in effect, such conversion price will be decreased to equal 85% of such lower price. The foregoing adjustments to the conversion price will not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans. In addition, the conversion price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. These conversion options resulted in a derivative liability valued at $ 328,422 950,000 2.25 520,000 3.00 700,000 In connection with the exchange of the Original Notes for the New Notes, the Company also agreed with the holder of all of our outstanding shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) to exchange all of its outstanding shares of Series B Preferred Stock for shares of a new series of convertible preferred stock designated as Series E Convertible Preferred Stock (the “Series E Preferred Stock”). Accordingly, on March 20, 2017, the Company also entered into a separate exchange agreement with the holder of the shares of Series B Preferred Stock, to exchange such shares for a total of 25,000 30.00 187,500 4.00 4.99 9.99 The New Notes will bear interest at the rate of 5 110 Subject to certain exceptions, the New Notes contain customary covenants against incurring additional indebtedness and granting additional liens and contains customary events of default. Upon the occurrence of an event of default under the New Notes, the holders may require the Company to repay all or a portion of the note in cash, at a price equal to 110% of the principal, plus accrued and unpaid interest. In accordance with ASC 470-50, “Debt Modifications and Extinguishments” 258,037 328,422 50,000 120,385 |
Equity
Equity | 9 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Equity Preferred Stock As of March 31, 2017, there were 25,000 187,500 4.00 30.00 5 As of March 31, 2017, there are 605,000 619,154 9.77139 10.00 5 557,000 The Company’s preferred stock takes precedence over common stock but ranks below debt in the event of liquidation. In addition the Series D convertible preferred stock ranks above the Series E convertible preferred stock. Common Stock As discussed in Notes 1 and 3 the AEON Acquisition on January 27, 2016 has been accounted for as a reverse merger under U.S. GAAP. As such, AEON is considered the acquiring entity for accounting purposes; and therefore, legacy AEON’s historical results of operations replaced legacy AHC’s historical results of operations for all periods prior to the reverse merger. Additionally, the legacy AEON equity accounts at June 30, 2015 were retroactively restated to reflect the number of shares received in the business combination as defined by Note 3. Earnings per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Basic earnings per share Net (loss) income $ 767,359 $ (2,739,173) $ 257,404 $ 6,338,972 Preferred stock dividends (74,863) (67,082) (276,111) (67,082) Net income available\to common shareholders after preferred stock dividends $ 692,496 $ (2,806,255) $ (18,707) $ 6,271,890 Weighted average shares used in the computation of basic earnings per share 7,168,384 4,327,990 6,312,344 2,064,951 Earnings per share - basic $ 0.10 $ (0.65) $ (0.00) $ 3.04 Dilutive earnings per share Income available to common shareholders $ 692,496 $ (2,806,255) $ (18,707) $ 6,271,890 Change in fair value of derivative liability (392,407) 205,360 Interest on convertible debt 29,267 - - 19,982 Preferred stock dividends - - - 67,082 Net income applicable to common shareholders plus assumed conversions $ 329,356 $ (2,806,255) $ (18,707) $ 6,358,954 Weighted average shares used in the computation of basic earnings per share 7,168,329 4,327,990 6,312,344 2,064,951 Dilutive effect of options, warrants, convertible debt and convertible preferred stock 1,597,328 - - 630,039 Shares used in the computation of diluted earnings per share 8,765,657 4,327,990 6,312,344 2,694,990 Earnings per share - diluted $ 0.04 $ (0.65) $ (0.00) $ 2.36 Anti-Dilutive Options Excluded $ 3,545,077 $ 6,919,034 Common Stock Warrants Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding June 30, 2016 4,205,535 $ 4.91 4.68 $ 1,992,535 Issued - Expired - Outstanding March 31, 2017 4,205,535 $ 4.79 4.07 $ 751,173 Exercisable, March 31, 2017 4,149,979 $ 4.70 4.10 $ 751,173 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation [Text Block] | 10. Share-Based Compensation On December 22, 2015, the Company and its owners approved a 10 1,418,000 On July 11, 2016, at the Special Meeting of Shareholders (the “Special Meeting”) of the Company’s shareholders approved, among other things (i) the issuance of shares of Common Stock in connection with earn-out payments that may become payable in the future to former members of AEON, (ii) an amendment to the Company’s certificate of incorporation, as amended, to change its name to “Aeon Global Health Corp.” and (iii) an amendment to the Authentidate Holding Corp. 2011 Omnibus Equity Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 1,000,000 As a result of the July 2016 approval of the issuance of shares of common stock in connection with earn-out payments that may become payable in the future to former members of AEON, on December 15, 2016, the Company issued to the former members of AEON an aggregate of 240,711 1,155,415 5,742,598 Employees Information Number of Weighted Weighted Aggregate Outstanding June 30, 2016 159,817 $ 12.46 $ 6.30 $ 11,864 Granted - Expired/Forfeited (222) $ 2.16 $ - $ - Outstanding March 31, 2017 159,595 $ 12.48 $ 5.27 $ - Exercisable March 31, 2017 147,158 $ 12.51 $ 5.35 $ - Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Non-Executive Director Information Options Price Life (Years) Value Outstanding June 30, 2016 485,532 $ 4.35 6.96 $ 198,346 Granted 102,065 3.07 Expired/forfeited (38,087) 9.61 Outstanding and exercisable March 31, 2017 549,510 $ 3.76 7.16 $ 54,265 Employee options are granted at the closing price on the day of issuance and typically vest over a three-year period and non-executive director options are granted at market price and vest on the grant date. Stock based compensation was approximately $ 27,000 90,000 186,753 As of March 31, 2017, there was approximately $ 750 3 As of March 31, 2017 there were approximately 35,800 In December 2012, the board of directors agreed that all non-employee directors would receive all of their cash director compensation, including amounts payable for committee service, service as a committee chair and per meeting fees, in restricted shares of our common stock or stock options issued at fair value in accordance with the terms of the 2011 Plan for periods ending after December 2012. During the nine months ended March 31, 2017, the company issued 102,065 313,000 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements [Text Block] | 11. Fair Value Measurements Fair Value of Financial Instruments The Company follows ASC 820-10 “Fair Value Measurements and Disclosures” Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable input and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lower priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. In connection with the issuance of a convertible promissory note as discussed in Note 8, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the convertible note agreement that potentially could result in a settlement in the event of a fundamental transaction, requiring the Company to classify the conversion feature as a derivative liability. The Company’s Level 3 financial liabilities consist of the derivative conversion features of underlying convertible debt and warrants. The Company valued the conversion features using the Black Sholes model prior to the three months ended September 30, 2016 and the Monte Carlo model for the three and nine months ended March 31, 2017. These models incorporate transaction details such as the Company’s stock price, contractual terms maturity, risk free rates and volatility as of the date of issuance and each balance sheet date. The Company utilized the following assumptions in valuing the derivative conversion features during the three months ended March 31, 2017: Exercise price $ 2.03 2.07 Risk free interest rate 1.00% - 1.85% Expected volatility 40% - 50% Remaining term 0.97 4.72 years Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liabilities at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative liabilities. The following table provides a summary of the changes in fair value, including net transfers in and /or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the nine months ended March 31, 2017. Convertible Warrants Notes Total Balance - June 30, 2016 $ 683,858 $ 367,142 $ 1,051,000 Embedded conversion feature in March 2017 convertible notes - 328,422 328,422 Change in fair value of derivative liabilities (119,609) (272,798) (392,407) Balance - March 31, 2017 $ 564,249 $ 422,766 $ 987,015 Changes in the unobservable input values could potentially cause material changes in the fair value of the Company Level 3 financial instruments. The significant unobservable inputs used in the fair value measurements are the expected volatility assumption. As significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement. Derivative Instruments The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-15. The result of this accounting treatment is that the fair value of the embedded derivative is market-to-market each balance sheet date and recorded as a liability, the change in fair value is recorded in the statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 12. Commitments and Contingencies A complaint was filed by a former independent contractor in the State of Louisiana who was involved in the sales and marketing of the Company’s products and services. Plaintiff alleges certain commissions had not been paid in full, and the Company believes the contractor was overpaid and has asserted a counterclaim for reimbursement of such overpayments. The Company intends to vigorously defend the claim and pursue the counterclaim. The parties have completed initial discovery and the matter remains pending. The Company believes the resolution of this matter will not have a material effect on its financial statements. The Company filed a complaint in the state of Georgia in November 2015 against its former sales director as well as an independent contractor for their improper use of a Company customer list. The complaint alleges the defendants utilized the Company’s customer list to improperly solicit business for their personal benefit. The complaint against the independent contractor has since been dismissed, and the action against the former sales director is pending. The Company believes the resolution of this matter will not have a material effect on its financial statements. In connection with the termination of the Company’s employment relationship with certain executives, including the former Chief Executive and Chief Financial Officers of AHC, the Company has been reviewing its severance obligations to them and the vesting of other post-termination provisions. The Company believes that it has accrued all related severance costs as of March 31, 2017 related to past terminations. Both the former CEO and CFO of AHC have commenced arbitration proceedings against AHC before the American Arbitration Association ("AAA") . 341,620 Further, a demand for arbitration was filed with the AAA by the Company’s former CFO, William A. Marshall. The demand involved a request for severance compensation and other benefits, including the vesting of certain stock options, pursuant to the terms of an employment agreement. A hearing was held on March 27, 2017, and on April 24, 2017, the parties entered into a binding settlement agreement and mutual release. Pursuant to the separation agreement and general release, the Company agreed to provide the following to the former CFO: (i) cash payments totaling $ 170,000 160,000 12,835 The Company is a defendant in an action captioned Cogmedix, Inc. v. Authentidate Holding Corp , 227,061 Management believes that these legal matters, individually or in aggregate, will not have a material adverse effect on our financial position, results of operations, or cash flows. However, litigation such as described above, is subject to inherent uncertainties and there can be no assurance that management’s opinion of the anticipated effect of these matters will be correct or that it will not change in the future. On May 3, 2017 the Company received notice from the Office for Civil Rights (“OCR”) of the U.S. Department of Health and Human Services (“HHS”) informing the Company of the OCR conducting a review of the Company’s compliance with applicable Federal Standards for Privacy of Individually Identifiable Health Information and/or Security Standards for the Protection of Electronic Protected Health Information. The OCR is the division of HHS charged with enforcement of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and the privacy, security and data breach rules which implement HIPAA (HIPAA Rules). The OCR reviewed the Company’s premises and conducted interviews on May 23, 2017. The OCR may, among other things, require a corrective action plan and impose civil monetary penalties. While the Company does not believe a loss is probable by reason of the OCR’s compliance review, the Company believes a loss is reasonably possible; however, at this time Company cannot estimate a range of probable losses because the OCR's review is at an early stage and the Company does not know if the OCR will find a violation(s) and, if so, what violation(s) and whether the OCR will with a corrective action, issue penalties, or reach a monetary settlement. Any adverse determination by the OCR that results in significant monetary penalties could have a material adverse effect on the Company's consolidated financial position, results of operations, and cash flows. We are also subject to claims and litigation arising in the ordinary course of business. Our management considers that any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. We have entered into various agreements by which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of March 31, 2017, we are not aware of any obligations under such indemnification agreements that would require material payments. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. Related Party Transactions Except as disclosed herein, we have not entered into any material transactions or series of similar transactions with any director, executive officer or any security holder owning 5 Aeon leases its facilities from Centennial Properties of Georgia, LLC under a lease agreement commencing April 2014, as amended January 20, 2016. The lease provides for a term of 12 March 2026 46,500 60,000 139,500 418,500 On February 27, 2017, the Company entered into a separation agreement and general release with William P. Henry, the Company’s former Chief Operating Officer, addressing post-employment compensation arrangements. The separation agreement provides that Mr. Henry will receive the following in consideration of the general release granted by him to the Company: (i) a severance payment in the amount of $160,000, payable in equal installments on each of the Company’s regular pay dates during the twelve months commencing on the first regular executive pay date after May 1, 2017; (ii) such number of shares of Common Stock of the Company which shall be determined by dividing $160,000 by the closing sales price of the Company’s Common Stock on the execution date of the separation agreement; (iii) stock option awards previously granted to Mr. Henry during his service as the chief strategy officer of the Company shall remain exercisable for the full duration of their original exercise periods; and (iv) Mr. Henry’s current health and insurance benefits will continue until February 1, 2018 and the Company shall promptly reimburse Mr. Henry for unreimbursed business expenses arising out of his service to the Company and for reasonable legal fees and costs of negotiating the Separation Agreement. Effective with the execution of the separation agreement, Mr. Henry resigned from the Company’s Board of Directors. The Company holds certain notes payables with shareholders and affiliates of board members of the Company, as described in Note 8. Interest expense relating to these notes amounted to approximately $ 87,000 286,000 Effective as of January 31, 2017, the Company accepted a short term loan in the aggregate principal amount of $250,000 from Hanif A. Roshan, the Company’s Chief Executive Officer and Chairman of the Board. To evidence the loan, the Company issued Mr. Roshan a promissory note (the “Note”) in the aggregate principal amount of $250,000. The Note was an unsecured obligation of the Company and was not convertible into equity securities of the Company. The Note was due and payable on the 30-day anniversary of the issue date and interest accrued on the Note at the rate of 12.0% per annum. The Note was exchanged for a new secured convertible note in the exchange transaction described above under the caption “Exchange Transaction”. |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 14. Segment Information The Company is operated as two segments: laboratory testing services (legacy AEON’s services), and web-based software and related products and offerings (legacy AHC products). Laboratory testing services includes the testing of an individual’s blood, urine or saliva for the presence of drugs or chemicals and the patient’s DNA profile. Web-based software and related products and offerings provide secure web-based revenue cycle management applications and telehealth products and services that enable healthcare organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. Our web-based services are delivered as Software as a Service (SaaS) to our customers interfacing seamlessly with billing, information and document management systems. Currently, management runs each segment separately and measures profitability and operational performance based on the financial records independently maintained by two separate systems. AEON Authentidate Total Three Months ended March 31, 2017 Net revenues $ 5,212,634 $ 319,176 $ 5,531,810 Cost of revenues 855,852 52,438 908,290 Operating expenses 4,296,693 393,510 4,690,203 Operating income (loss) 915,941 (74,334) 841,607 Nine Months ended March 31, 2017 Net revenues $ 15,469,366 $ 999,333 $ 16,468,699 Cost of revenues 2,999,813 203,691 3,203,504 Operating expenses 14,343,516 1,558,364 15,901,880 Operating income (loss) 1,125,850 (559,031) 566,819 Three Months ended March 31, 2016 Net revenues $ 5,244,268 $ 259,000 $ 5,503,268 Cost of revenues 2,132,891 134,000 2,266,891 Operating expenses 5,925,397 840,000 6,765,397 Operating loss (681,129) (581,000) (1,262,129) Nine Months ended March 31, 2016 Net revenues $ 27,841,709 $ 259,000 $ 28,100,709 Cost of revenues 5,199,436 134,000 5,333,436 Operating expenses 19,461,445 840,000 20,301,445 Operating income (loss) 8,380,264 (581,000) 7,799,264 March 31, 2017 Total assets $ 5,253,797 $ 44,238,055 $ 49,491,852 June 30, 2016 Total assets $ 6,777,791 $ 44,895,538 $ 51,673,329 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending June 30, 2017 or any other interim period or for any other future year. The balance sheet as of June 30, 2016 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2016 and the corresponding Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most sensitive accounting estimates affecting the financial statements are revenue recognition, the allowance for doubtful accounts, depreciation of long-lived assets, fair value of intangible assets and goodwill, amortization of intangible assets, income taxes and associated deferrals and valuation allowances, and commitments and contingencies. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts receivable represent customer obligations due under normal trade terms, net of allowance for doubtful accounts. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. The allowance for doubtful accounts was approximately $ 543,000 769,000 |
Inventory, Policy [Policy Text Block] | Inventory Inventory amounts are stated at the lower of cost or market using the first-in, first-out basis. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and acquired technologies. The Company acquired approximately $ 2,344,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not amortized, but is assessed annually for impairment. The Company evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company provides laboratory testing services, web-based hosted software services, telehealth products and post contract customer support services. Billings for laboratory testing services are reimbursed by third-party payers net of allowances for differences between amounts billed and the cash receipts from such payers. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC-605 “ Revenue Recognition Historically, the Company had recognized revenue for these services upon cash receipt because the criteria to recognize revenues under ASC-605 had not been met at the time test results were delivered since the fee was not fixed and determinable until the third payer remitted payment given the limited experience and history to develop a reliable estimate of the provision for contractual adjustments (that is, the difference between established rates and expected third-party payments) and discounts (that is, the difference between established rates and the amount billable). The Company has continuously reassessed its ability to develop reliable estimates of the provision for contractual adjustments and discounts and over the past year and has made investments in its systems and process around its billing system to improve the quality of information generated by the system. Given these ongoing investments and improvements and based upon the financial framework the Company uses for estimating the provision for contractual adjustments and discounts, in the second quarter of 2016, the Company concluded that it was able to reasonably estimate its provision for contractual adjustments and discounts and began recognizing revenue at the time test results are delivered, net of estimated contractual allowances. Revenue for hosted software services, telehealth products, and customer support services are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and collectability is reasonably assured. Multiple-element arrangements are assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met: the delivered item has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered items in the arrangement; if the arrangement includes a general right of return relative to the delivered items, and delivery or performance of the undelivered item is considered probable and substantially in our control. If these criteria are not met, then revenue is deferred until such criteria are met or until the period over which the last undelivered element is delivered, which is typically the life of the contract agreement. If these criteria are met, we allocate total revenue among the elements based on the sales price of each element when sold separately which is referred to as vendor specific objective evidence or VSOE. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At March 31, 2017 and June 30, 2016, the Company had approximately $ 948,000 1,165,000 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Prior to the reverse merger, AEON elected to be taxed as an S Corporation for federal and certain state income tax purposes. Under this election substantially all of the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. Therefore prior to the reverse merger no provision or liability for income taxes has been included in these consolidated financial statements except for state and localities where the S Corporation status has not been recognized. Prior to the reverse merger, AHC tax benefits were fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. As a result of the reverse merger a deferred tax asset was recorded since it was determined the realization of some of these assets is more likely than not, due to consolidated earnings resulting in the expected usage of net operating loss carryforwards. Under income tax regulations in the United States AHC is the acquirer of AEON. As such the Company must file a consolidated return for both AHC and AEON for the year ending June 30, 2017. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “ Revenues from Contracts with Customers” (Topic 606) In August 2014, the FASB issued ASU No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. In July 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-11, “ Inventory Topic 330 Simplifying the Measurement of Inventory In November 2015, the FASB issued a new accounting standard that requires that the deferred tax liabilities and assets be classified as noncurrent on the consolidated balance sheet. The standard will be effective for the Company beginning July 1, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-2, “ Leases In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contract with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (topic 230): Classification of Certain Cash Receipts and Cash Payments” ⋅ Debt Prepayment of Debt Extinguishment Costs ⋅ Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing ⋅ Contingent Consideration Payments Made after a Business Combination ⋅ Proceeds from the Settlement of Corporate-Owned Life Insurance Policies ⋅ Distributions Received from Equity Method Investees ⋅ Beneficial Interests in Securitization Transactions ⋅ Separately Identifiable Cash Flows and Application of the Predominance Principle. This standard is effective beginning with our fiscal year ending June 30, 2018. We are currently evaluating the effect of adoption of this ASU and will report on its effect on the Company when available. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment |
Reverse Merger (Tables)
Reverse Merger (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | Fair value of AHC common shares (A) $ 22,675,000 Preferred stock outstanding (B) 3,047,000 Stock options vested and outstanding (C) 1,296,000 Warrants vested and outstanding (C) 9,782,000 Consideration effectively transferred $ 36,800,000 (A) Based upon 4,814,226 4.71 (B) Represents 28,000 605,000 646,933 (C) Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. |
Schedule Of Share Based Payment Award Stock Options And Warrants Valuation Assumptions [Table Text Block] | The fair value of these stock options and warrants was determined using the Black Scholes model, with the following assumptions: Options Warrants Number of shares 616,141 4,313,180 Weighted average exercise price $ 4.46 $ 5.24 Volatility 85.10 % 85.10 % Risk-free interest rate 1.63 % 1.63 % Expected dividend rate 0 % 0 % Expected life (years) 4.00 4.16 Stock price $ 4.71 $ 4.71 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The fair value of the assets acquired and liabilities assumed were based on management estimates. Based upon the purchase price allocation, the following table summarizes the estimated provisional fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 30,000 Restricted cash 121,000 Accounts receivable 174,000 Inventory 360,000 Prepaid expenses and other current assets 464,000 Property and equipment 189,000 Trade names and licensed technology 2,344,000 Deferred tax assets 38,804,000 Total assets acquired at fair value 42,486,000 Accounts payable and accrued expenses 3,860,000 Notes payable 4,078,000 Derivative liabilities 1,066,000 Total liabilities assumed 9,004,000 Net assets acquired 33,482,000 Goodwill 3,318,000 Total preliminary purchase consideration $ 36,800,000 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | March 31, June 30, 2017 2016 Laboratory testing supplies $ 46,861 $ 100,233 Purchased components, net - 31,068 Finished goods - 206,606 Total inventory $ 46,861 $ 337,907 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Estimated March 31, June 30, Useful Life In 2017 2016 Years Machinery and equipment $ 5,608,592 $ 5,591,564 3-6 Software 392,913 392,913 5-7 Furniture and fixtures 105,043 105,043 5-7 Leasehold improvements 69,268 64,193 (1) 6,175,816 6,153,713 Less: Accumulated depreciation and amortization (3,594,529) (2,677,043) Property and equipment, net $ 2,581,287 $ 3,476,670 (1) Lesser of lease terms or estimated useful life |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table sets forth intangible assets as follows: March 31, 2017 June 30, 2016 Gross Accumulated Net Book Gross Accumulated Net Book Useful Life In Trademarks $ 550,000 $ 91,667 $ 458,333 $ 550,000 $ 32,738 $ 517,262 7 Acquired technologies 1,794,000 342,600 1,451,400 1,794,000 122,580 1,671,420 3-7 Total $ 2,344,000 $ 434,267 $ 1,909,733 $ 2,344,000 $ 155,318 $ 2,188,682 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization expense was approximately $ 93,000 279,000 80,000 June 30, 2017 (remaining) $ 93,057 2018 372,229 2019 372,229 2020 372,229 2021 317,729 Thereafter 382,260 $ 1,909,733 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table sets forth the secured and unsecured notes payable: March 31, 2017 June 30, 2016 Note Interest rate Note Interest rate Payable per annum Payable per annum Secured Secured $ 1,056,875 5% interest paid annually $ 950,000 9% interest paid upon maturity of early redemption 641,294 5% interest paid annually 320,000 10% interest paid annually 255,417 5% interest paid annually 1,270,000 591,613 5% interest paid annually Unsecured 532,811 20% interest paid annually 200,000 20% interest paid annually Total $ 2,545,199 525,000 20% interest paid annually 450,000 20% interest paid annually 1,707,811 Total $ 2,977,811 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Basic earnings per share Net (loss) income $ 767,359 $ (2,739,173) $ 257,404 $ 6,338,972 Preferred stock dividends (74,863) (67,082) (276,111) (67,082) Net income available\to common shareholders after preferred stock dividends $ 692,496 $ (2,806,255) $ (18,707) $ 6,271,890 Weighted average shares used in the computation of basic earnings per share 7,168,384 4,327,990 6,312,344 2,064,951 Earnings per share - basic $ 0.10 $ (0.65) $ (0.00) $ 3.04 Dilutive earnings per share Income available to common shareholders $ 692,496 $ (2,806,255) $ (18,707) $ 6,271,890 Change in fair value of derivative liability (392,407) 205,360 Interest on convertible debt 29,267 - - 19,982 Preferred stock dividends - - - 67,082 Net income applicable to common shareholders plus assumed conversions $ 329,356 $ (2,806,255) $ (18,707) $ 6,358,954 Weighted average shares used in the computation of basic earnings per share 7,168,329 4,327,990 6,312,344 2,064,951 Dilutive effect of options, warrants, convertible debt and convertible preferred stock 1,597,328 - - 630,039 Shares used in the computation of diluted earnings per share 8,765,657 4,327,990 6,312,344 2,694,990 Earnings per share - diluted $ 0.04 $ (0.65) $ (0.00) $ 2.36 Anti-Dilutive Options Excluded $ 3,545,077 $ 6,919,034 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A schedule of common stock warrant activity is as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding June 30, 2016 4,205,535 $ 4.91 4.68 $ 1,992,535 Issued - Expired - Outstanding March 31, 2017 4,205,535 $ 4.79 4.07 $ 751,173 Exercisable, March 31, 2017 4,149,979 $ 4.70 4.10 $ 751,173 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity under the Company’s stock option plans for employees and non-executive directors for the period ended March 31, 2017 is as follows: Employees Information Number of Weighted Weighted Aggregate Outstanding June 30, 2016 159,817 $ 12.46 $ 6.30 $ 11,864 Granted - Expired/Forfeited (222) $ 2.16 $ - $ - Outstanding March 31, 2017 159,595 $ 12.48 $ 5.27 $ - Exercisable March 31, 2017 147,158 $ 12.51 $ 5.35 $ - Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Non-Executive Director Information Options Price Life (Years) Value Outstanding June 30, 2016 485,532 $ 4.35 6.96 $ 198,346 Granted 102,065 3.07 Expired/forfeited (38,087) 9.61 Outstanding and exercisable March 31, 2017 549,510 $ 3.76 7.16 $ 54,265 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The Company utilized the following assumptions in valuing the derivative conversion features during the three months ended March 31, 2017: Exercise price $ 2.03 2.07 Risk free interest rate 1.00% - 1.85% Expected volatility 40% - 50% Remaining term 0.97 4.72 years |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table provides a summary of the changes in fair value, including net transfers in and /or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the nine months ended March 31, 2017. Convertible Warrants Notes Total Balance - June 30, 2016 $ 683,858 $ 367,142 $ 1,051,000 Embedded conversion feature in March 2017 convertible notes - 328,422 328,422 Change in fair value of derivative liabilities (119,609) (272,798) (392,407) Balance - March 31, 2017 $ 564,249 $ 422,766 $ 987,015 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Selected financial information related to the Company’s segments is presented below: AEON Authentidate Total Three Months ended March 31, 2017 Net revenues $ 5,212,634 $ 319,176 $ 5,531,810 Cost of revenues 855,852 52,438 908,290 Operating expenses 4,296,693 393,510 4,690,203 Operating income (loss) 915,941 (74,334) 841,607 Nine Months ended March 31, 2017 Net revenues $ 15,469,366 $ 999,333 $ 16,468,699 Cost of revenues 2,999,813 203,691 3,203,504 Operating expenses 14,343,516 1,558,364 15,901,880 Operating income (loss) 1,125,850 (559,031) 566,819 Three Months ended March 31, 2016 Net revenues $ 5,244,268 $ 259,000 $ 5,503,268 Cost of revenues 2,132,891 134,000 2,266,891 Operating expenses 5,925,397 840,000 6,765,397 Operating loss (681,129) (581,000) (1,262,129) Nine Months ended March 31, 2016 Net revenues $ 27,841,709 $ 259,000 $ 28,100,709 Cost of revenues 5,199,436 134,000 5,333,436 Operating expenses 19,461,445 840,000 20,301,445 Operating income (loss) 8,380,264 (581,000) 7,799,264 March 31, 2017 Total assets $ 5,253,797 $ 44,238,055 $ 49,491,852 June 30, 2016 Total assets $ 6,777,791 $ 44,895,538 $ 51,673,329 |
Description of Business, Reve31
Description of Business, Reverse Merger and Liquidity (Details Textual) - USD ($) | 9 Months Ended | |||
Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | |
Working Capital Deficit | $ 6,030,000 | |||
Cash and Cash Equivalents, at Carrying Value | 1,155,273 | $ 1,414,706 | $ 2,763,468 | $ 5,190,540 |
Long-term Debt | 2,545,199 | $ 2,977,811 | ||
Monthly Operational Requirement | 1,300,000 | |||
Debt Instrument, Face Amount | $ 320,000 | |||
Senior Subordinated Notes [Member] | ||||
Debt Instrument, Maturity Date | Jun. 15, 2018 | |||
Debt Instrument, Face Amount | $ 330,000 | |||
Senior Secured Convertible Notes [Member] | ||||
Long-term Debt | $ 2,545,199 | |||
Debt Instrument, Maturity Date | Mar. 20, 2018 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Accounting Policies [Line Items] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 543,000 | $ 769,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,344,000 | |
Cash, Uninsured Amount | $ 948,000 | $ 1,165,000 |
Reverse Merger (Details)
Reverse Merger (Details) | 9 Months Ended | |
Mar. 31, 2017shares | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 36,800,000 | |
Common Stock [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 22,675,000 | [1] |
Preferred Stock [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 3,047,000 | [2] |
Employee Stock Option [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 1,296,000 | [3] |
Warrant [Member] | ||
Reverse Merger [Line Items] | ||
Consideration effectively transferred | 9,782,000 | [3] |
[1] | Based upon 4,814,226 AHC common shares outstanding at a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | |
[2] | Represents 28,000 shares of Series B and 605,000 shares of Series D preferred stock as converted into 646,933 common shares with a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | |
[3] | Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. |
Reverse Merger (Details 1)
Reverse Merger (Details 1) | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Employee Stock Option [Member] | |
Reverse Merger [Line Items] | |
Number of shares | shares | 616,141 |
Weighted average exercise price | $ 4.46 |
Volatility | 85.10% |
Risk-free interest rate | 1.63% |
Expected dividend rate | 0.00% |
Expected life (years) | 4 years |
Stock price | $ 4.71 |
Warrant [Member] | |
Reverse Merger [Line Items] | |
Number of shares | shares | 4,313,180 |
Weighted average exercise price | $ 5.24 |
Volatility | 85.10% |
Risk-free interest rate | 1.63% |
Expected dividend rate | 0.00% |
Expected life (years) | 4 years 1 month 28 days |
Stock price | $ 4.71 |
Reverse Merger (Details 2)
Reverse Merger (Details 2) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Reverse Merger [Line Items] | ||
Cash and cash equivalents | $ 30,000 | |
Restricted cash | 121,000 | |
Accounts receivable | 174,000 | |
Inventory | 360,000 | |
Prepaid expenses and other current assets | 464,000 | |
Property and equipment | 189,000 | |
Trade names and licensed technology | 2,344,000 | |
Deferred tax assets | 38,804,000 | |
Total assets acquired at fair value | 42,486,000 | |
Accounts payable and accrued expenses | 3,860,000 | |
Notes payable | 4,078,000 | |
Derivative liabilities | 1,066,000 | |
Total liabilities assumed | 9,004,000 | |
Net assets acquired | 33,482,000 | |
Goodwill | 3,318,000 | $ 3,318,000 |
Total preliminary purchase consideration | $ 36,800,000 |
Reverse Merger (Details Textual
Reverse Merger (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jul. 11, 2016 | Jan. 27, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | ||
Reverse Merger [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 36,800,000 | ||||
Goodwill | $ 3,318,000 | $ 3,318,000 | |||
Common Stock [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 22,675,000 | |||
Preferred Stock [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [2] | 3,047,000 | |||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 28,000 | ||||
Preferred Stock [Member] | Series D Preferred Stock [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 605,000 | ||||
Aeon Global Health Corp [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Share Price | $ 4.71 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 240,711 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 646,933 | ||||
Goodwill | $ 3,318,000 | ||||
Common Stock Percentage Outstanding On Approval Of Merger Transaction | 5.00% | ||||
Additional Common Stock Percentage Outstanding On Approval Of Merger Transaction | 90.00% | ||||
Business Combination Earnings Before Interest Taxes Depreciation And Amortization Target | $ 16,000,000 | ||||
Business Acquisition Equity Interest Number Of Shares Approved For Issuance | 1,155,414 | ||||
Business Combination Earnings Before Interest Taxes Depreciation And Amortization Target For Next Four Fiscal Years | $ 100,000,000 | ||||
Common Stock Minimum Holding Percentage For Preferential Rights | 10.00% | ||||
Aeon Global Health Corp [Member] | Common Stock [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Share Price | $ 4.71 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,814,226 | ||||
AEON [Member] | |||||
Reverse Merger [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 958,030 | ||||
Common Stock Percentage On Closing Of Merger Transaction | 19.90% | ||||
[1] | Based upon 4,814,226 AHC common shares outstanding at a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | ||||
[2] | Represents 28,000 shares of Series B and 605,000 shares of Series D preferred stock as converted into 646,933 common shares with a fair value of $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Inventory [Line Items] | ||
Laboratory testing supplies | $ 46,861 | $ 100,233 |
Purchased components, net | 0 | 31,068 |
Finished goods | 0 | 206,606 |
Total inventory | $ 46,861 | $ 337,907 |
Inventory (Details Textual)
Inventory (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Inventory Write-down | $ 0 | $ 0 | $ 237,674 | $ 0 |
Purchased Components [Member] | ||||
Inventory Write-down | 32,000 | |||
Finished Goods [Member] | ||||
Inventory Write-down | $ 207,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2016 | ||
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | $ 5,608,592 | $ 5,591,564 | |
Software | 392,913 | 392,913 | |
Furniture and fixtures | 105,043 | 105,043 | |
Leasehold improvements | 69,268 | 64,193 | |
Property, Plant and Equipment, Gross | 6,175,816 | 6,153,713 | |
Less: Accumulated depreciation and amortization | (3,594,529) | (2,677,043) | |
Property and equipment, net | $ 2,581,287 | $ 3,476,670 | |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 6 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | [1] | 0 years | |
Software and Software Development Costs [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Software and Software Development Costs [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
[1] | Lesser of lease terms or estimated useful life |
Property and Equipment (Detai40
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 300,000 | $ 320,000 | $ 917,000 | $ 796,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,344,000 | $ 2,344,000 |
Accumulated Amortization | 434,267 | 155,318 |
Net Book Value | 1,909,733 | 2,188,682 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 550,000 | 550,000 |
Accumulated Amortization | 91,667 | 32,738 |
Net Book Value | $ 458,333 | 517,262 |
Useful Life In Years | 7 years | |
Acquired Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,794,000 | 1,794,000 |
Accumulated Amortization | 342,600 | 122,580 |
Net Book Value | $ 1,451,400 | $ 1,671,420 |
Minimum [Member] | Acquired Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life In Years | 3 years | |
Maximum [Member] | Acquired Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life In Years | 7 years |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2017 (remaining) | $ 93,057 | |
2,018 | 372,229 | |
2,019 | 372,229 | |
2,020 | 372,229 | |
2,021 | 317,729 | |
Thereafter | 382,260 | |
Net Book Value | $ 1,909,733 | $ 2,188,682 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 93,000 | $ 80,000 | $ 279,000 | $ 80,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | |
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 41.40% | 41.50% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 35.00% | |
Deferred Tax Assets, Net | $ 38.5 | $ 38.5 |
Deferred Tax Assets, Valuation Allowance | $ 22 | $ 22 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Notes payable | ||
Secured | $ 1,270,000 | |
Unsecured | 1,707,811 | |
Total | $ 2,545,199 | 2,977,811 |
Secured Note One [Member] | ||
Notes payable | ||
Secured | $ 1,056,875 | $ 950,000 |
Interest Terms | 5.00% | 9.00% |
Secured Note Two [Member] | ||
Notes payable | ||
Secured | $ 641,294 | $ 320,000 |
Interest Terms | 5.00% | 10.00% |
Secured Note Three [Member] | ||
Notes payable | ||
Secured | $ 255,417 | |
Interest Terms | 5.00% | |
Secured Note Four [Member] | ||
Notes payable | ||
Secured | $ 591,613 | |
Interest Terms | 5.00% | |
Unsecured Debt One [Member] | ||
Notes payable | ||
Unsecured | $ 532,811 | |
Interest Terms | 20.00% | |
Unsecured Debt Two [Member] | ||
Notes payable | ||
Unsecured | $ 200,000 | |
Interest Terms | 20.00% | |
Unsecured Debt Three [Member] | ||
Notes payable | ||
Unsecured | $ 525,000 | |
Interest Terms | 20.00% | |
Unsecured Debt Four [Member] | ||
Notes payable | ||
Unsecured | $ 450,000 | |
Interest Terms | 20.00% |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 20, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of promissory notes | $ 320,000 | $ 320,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 4.86 | $ 4.86 | ||||||
Liabilities and Equity | $ 49,491,852 | $ 49,491,852 | $ 51,673,329 | |||||
Embedded Derivative, Loss on Embedded Derivative | $ 328,422 | |||||||
Convertible Preferred Stock, Beneficial Ownership Limitation, Percentage | 4.99% | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | $ 0.10 | |||||
Gains (Losses) on Extinguishment of Debt | $ (258,037) | $ 0 | $ (258,037) | $ 0 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 50,000 | |||||||
Dividends, Preferred Stock | $ 0 | $ 0 | $ 0 | $ (67,082) | ||||
Series E Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Preferred Stock Exchanged From Series B To Series E Preferred Stock | 25,000 | |||||||
Preferred Stock Convertible Into Common Stock | 187,500 | 187,500 | ||||||
Preferred Stock Conversion Price Per Share | $ 4 | $ 4 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 30 | |||||||
Series B Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Dividends, Preferred Stock | $ 120,385 | |||||||
Senior Secured Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net proceeds from issuance of short term promissory notes | $ 106,667 | |||||||
Original Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 2,170,000 | |||||||
Original Notes One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.25 | |||||||
Long-term Debt, Gross | $ 950,000 | |||||||
Original Notes Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | |||||||
Long-term Debt, Gross | $ 520,000 | |||||||
Original Notes Three [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 700,000 | |||||||
Senior Secured Promissory Note 10.0% Interest Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | |||||||
Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | $ 2.03 | $ 2.03 | |||||
Long-term Debt, Gross | $ 641,294 | $ 641,294 | ||||||
Unsecured Debt, Current | 320,000 | 320,000 | ||||||
Promissory Notes [Member] | Optimum Ventures, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of promissory notes | $ 450,000 | $ 450,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 2.03 | |||||||
Effective interest rate of notes | 20.00% | 20.00% | ||||||
Long-term Debt, Gross | $ 591,613 | |||||||
Promissory Notes [Member] | J.DavidLuce [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date | Dec. 1, 2016 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 173,333 | |||||||
Exchange Agreement [Member] | Optimum Ventures, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date, description | (i) October 28, 2016, or (ii) within 30 days of the closing of a sale of equity or debt securities of the Company, or series of closings, as part of the same transaction, of equity or debt securities within a period of 90 days, in the gross amount of at least $5,000,000 in cash proceeds. | |||||||
Exchange Agreement [Member] | J.DavidLuce [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | 20.00% | ||||||
Aggregate principal amount of promissory notes | $ 200,000 | $ 200,000 | ||||||
Maturity date, description | (i)August26, 2016, or (ii)the closing of a sale of equity or debt securities of the Company, or series of closings, as part of the same transaction, of equity or debt securities within a period of 90 days, in the gross amount of at least $5,000,000 in cash proceeds. | |||||||
New Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 2.03 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,253,792 | |||||||
Long-term Debt, Gross | $ 2,545,199 | |||||||
Percentage of Accrued But Unpaid Interest Amount | 110.00% | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible Preferred Stock, Beneficial Ownership Limitation, Percentage | 9.99% | |||||||
Secured Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||
Convertible Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 9.00% | 9.00% | |||||
Aggregate principal amount of promissory notes | $ 950,000 | $ 950,000 | ||||||
Issuance of warrants | 422,222 | 422,222 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 2.03 | $ 2.25 | $ 2.25 | |||||
Debt instrument conversion price percentage decreased | 85.00% | |||||||
Long-term Debt, Gross | $ 1,056,875 | |||||||
Embedded Derivative, Loss on Embedded Derivative | $ 328,422 | |||||||
Notes Payable, Other Payables [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 2.03 | |||||||
Long-term Debt, Gross | $ 641,294 | |||||||
Liabilities and Equity | $ 200,000 | |||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer and Chairman of the Board [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||
Long-term Debt, Gross | $ 250,000 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Basic earnings per share | ||||
Net (loss) income | $ 767,359 | $ (2,739,173) | $ 257,404 | $ 6,338,972 |
Preferred stock dividends | (74,863) | (67,082) | (276,111) | (67,082) |
Net income available\to common shareholders after preferred stock dividends | $ 692,496 | $ (2,806,255) | $ (18,707) | $ 6,271,890 |
Weighted average shares used in the computation of basic earnings per share | 7,168,329 | 4,327,990 | 6,312,344 | 2,064,951 |
Earnings per share - basic | $ 0.1 | $ (0.65) | $ 0 | $ 3.04 |
Dilutive earnings per share | ||||
Income available to common shareholders | $ 692,496 | $ (2,806,255) | $ (18,707) | $ 6,271,890 |
Change in fair value of derivative liability | (392,407) | 205,360 | ||
Interest on convertible debt | 29,267 | 0 | 0 | 19,982 |
Preferred stock dividends | 0 | 0 | 0 | 67,082 |
Net income applicable to common shareholders plus assumed conversions | $ 329,356 | $ (2,806,255) | $ (18,707) | $ 6,358,954 |
Weighted average shares used in the computation of basic earnings per share | 7,168,329 | 4,327,990 | 6,312,344 | 2,064,951 |
Dilutive effect of options, warrants, convertible debt and convertible preferred stock | 1,597,328 | 0 | 0 | 630,039 |
Shares used in the computation of diluted earnings per share | 8,765,657 | 4,327,990 | 6,312,344 | 2,694,990 |
Earnings per share - diluted | $ 0.04 | $ (0.65) | $ 0 | $ 2.44 |
Employee Stock Option [Member] | ||||
Dilutive earnings per share | ||||
Anti-Dilutive Options Excluded | 3,545,077 | 6,919,034 |
Equity (Details 1)
Equity (Details 1) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Number of Shares | ||
Outstanding, Beginning balance | 4,205,535 | |
Warrants issued | 0 | |
Warrants expired | 0 | |
Outstanding, Ending balance | 4,205,535 | 4,205,535 |
Exercisable, March 31, 2017 | 4,149,979 | |
Weighted Average Exercise Price Per Share | ||
Outstanding, Beginning balance | $ 4.91 | |
Outstanding, Ending balance | 4.79 | $ 4.91 |
Exercisable, March 31, 2017 | $ 4.7 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 4 years 25 days | 4 years 8 months 5 days |
Exercisable, March 31, 2017 | 4 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 751,173 | $ 1,992,535 |
Exercisable, March 31, 2017 | $ 751,173 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 20, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | |
Series D Convertible Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 605,000 | ||
Preferred Stock, Redemption Price Per Share | $ 10 | ||
Dividends Payable | $ 557,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 619,154 | ||
Convertible Preferred Stock Conversion Price Per Share | $ 9.77139 | ||
Preferred Stock, Dividend Rate, Percentage | 5.00% | ||
Series E Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 25,000 | 0 | |
Preferred Stock, Dividend Rate, Percentage | 5.00% | ||
Preferred Stock Convertible Into Common Stock | 187,500 | 187,500 | |
Preferred Stock Conversion Price Per Share | $ 4 | $ 4 | |
Preferred Stock, Par or Stated Value Per Share | $ 30 | ||
Series E Convertible Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 25,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Number of Options | ||
Granted | 102,065 | |
Employees Information [Member] | ||
Number of Options | ||
Outstanding, Balance | 159,817 | |
Granted | 0 | |
Expired/forfeited | (222) | |
Outstanding, Balance | 159,595 | 159,817 |
Exercisable, Balance | 147,158 | |
Weighted Average Exercise Price | ||
Outstanding, Balance June 30, 2016 | $ 12.46 | |
Expired/forfeited | 2.16 | |
Outstanding, Balance March 31, 2017 | 12.48 | $ 12.46 |
Exercisable, Balance | $ 12.51 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding, Balance | 5 years 3 months 7 days | 6 years 3 months 18 days |
Exercisable, Balance | 5 years 4 months 6 days | |
Aggregate Intrinsic Value | ||
Outstanding June 30, 2016 | $ 11,864 | |
Expired/Forfeited | 0 | |
Outstanding March 31, 2017 | 0 | $ 11,864 |
Exercisable March 31, 2017 | $ 0 | |
Non-Executive Director Information [Member] | ||
Number of Options | ||
Outstanding, Balance | 485,532 | |
Granted | 102,065 | |
Expired/forfeited | (38,087) | |
Outstanding, Balance | 549,510 | 485,532 |
Exercisable, Balance | 549,510 | |
Weighted Average Exercise Price | ||
Outstanding, Balance June 30, 2016 | $ 4.35 | |
Granted | 3.07 | |
Expired/forfeited | 9.61 | |
Outstanding, Balance March 31, 2017 | $ 3.76 | $ 4.35 |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding, Balance | 6 years 11 months 16 days | |
Exercisable, Balance | 7 years 1 month 28 days | |
Aggregate Intrinsic Value | ||
Outstanding June 30, 2016 | $ 198,346 | |
Outstanding March 31, 2017 | 54,265 | $ 198,346 |
Exercisable March 31, 2017 | $ 54,265 |
Share-Based Compensation (Det51
Share-Based Compensation (Details Textual) - USD ($) | Dec. 15, 2016 | Jan. 12, 2016 | Dec. 22, 2015 | Mar. 31, 2017 | Mar. 31, 2017 | Jul. 11, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options issued | 102,065 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Pro-rata Donation, Percentage | 10.00% | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 750 | $ 750 | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,418,000 | ||||||
Stock or Unit Option Plan Expense | $ 27,000 | 90,000 | |||||
Issuance of Stock and Warrants for Services or Claims | 186,753 | ||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 313,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 36,800,000 | ||||||
AEON [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,155,415 | ||||||
Stock Issued During Period, Value, New Issues | $ 5,742,598 | ||||||
Aeon Global Health Corp [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 240,711 | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 months | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 1,296,000 | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 35,800 | 35,800 | |||||
2011 Omnibus Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares available for issuance | 1,000,000 | ||||||
[1] | Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended |
Mar. 31, 2017$ / shares | |
Maximum [Member] | |
Exercise Price | $ 2.07 |
Risk free interest rate | 1.85% |
Expected volatility | 50.00% |
Remaining term | 4 years 8 months 19 days |
Minimum [Member] | |
Exercise Price | $ 2.03 |
Risk free interest rate | 1.00% |
Expected volatility | 40.00% |
Remaining term | 11 months 19 days |
Fair Value Measurements (Deta53
Fair Value Measurements (Details 1) | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance - June 30, 2016 | $ 1,051,000 |
Embedded conversion feature in March 2017 convertible notes | 328,422 |
Change in fair value of derivative liabilities | (392,407) |
Balance - March 31, 2017 | 987,015 |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance - June 30, 2016 | 683,858 |
Embedded conversion feature in March 2017 convertible notes | 0 |
Change in fair value of derivative liabilities | (119,609) |
Balance - March 31, 2017 | 564,249 |
Convertible Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance - June 30, 2016 | 367,142 |
Embedded conversion feature in March 2017 convertible notes | 328,422 |
Change in fair value of derivative liabilities | (272,798) |
Balance - March 31, 2017 | $ 422,766 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Feb. 27, 2017 | Mar. 31, 2017 | Jun. 15, 2018 | May 15, 2018 | Sep. 06, 2016 | |
Contingencies And Commitments [Line Items] | |||||
Loss Contingency Accrual | $ 227,061 | ||||
Severance Costs | $ 160,000 | $ 341,620 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 102,065 | ||||
Scenario, Forecast [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Other Commitment | $ 160,000 | $ 170,000 | |||
Former CFO [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 27,388 | ||||
Former CFO [Member] | Restricted Stock [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 12,835 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 20, 2017 | Jan. 31, 2017 | Sep. 30, 2016 | |
Percentage of Owned Common Stock By Security Holder | 5.00% | 5.00% | ||||
Lease Term | 12 years | |||||
Lease Expiration Year | March 2,026 | |||||
Interest Expense, Related Party | $ 87,000 | $ 286,000 | ||||
Severance Costs | $ 160,000 | 341,620 | ||||
Notes Payable, Other Payables [Member] | ||||||
Long-term Debt, Gross | $ 641,294 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||
Chief Executive Officer and Chairman of the Board [Member] | Notes Payable, Other Payables [Member] | ||||||
Long-term Debt, Gross | $ 250,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Minimum [Member] | ||||||
Operating Leases, Future Minimum Payments Due | 46,500 | 46,500 | ||||
Maximum [Member] | ||||||
Operating Leases, Future Minimum Payments Due | 60,000 | 60,000 | ||||
Related Party [Member] | ||||||
Operating Leases, Rent Expense | $ 139,500 | $ 418,500 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||
Total assets | $ 49,491,852 | $ 49,491,852 | $ 51,673,329 | ||
Net revenues | 5,531,810 | $ 5,503,268 | 16,468,699 | $ 28,100,709 | |
Operating expenses | |||||
Cost of revenues | 908,290 | 2,266,891 | 3,203,504 | 5,333,436 | |
Operating expenses | 4,690,203 | 6,765,397 | 15,901,880 | 20,301,445 | |
Operating income (loss) | 841,607 | (1,262,129) | 566,819 | 7,799,264 | |
AEON [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 5,253,797 | 5,253,797 | 6,777,791 | ||
Net revenues | 5,212,634 | 5,244,268 | 15,469,366 | 27,841,709 | |
Operating expenses | |||||
Cost of revenues | 855,852 | 2,132,891 | 2,999,813 | 5,199,436 | |
Operating expenses | 4,296,693 | 5,925,397 | 14,343,516 | 19,461,445 | |
Operating income (loss) | 915,941 | (681,129) | 1,125,850 | 8,380,264 | |
Authentidate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 44,238,055 | 44,238,055 | $ 44,895,538 | ||
Net revenues | 319,176 | 259,000 | 999,333 | 259,000 | |
Operating expenses | |||||
Cost of revenues | 52,438 | 134,000 | 203,691 | 134,000 | |
Operating expenses | 393,510 | 840,000 | 1,558,364 | 840,000 | |
Operating income (loss) | $ (74,334) | $ (581,000) | $ (559,031) | $ (581,000) |