Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Oct. 10, 2017 | Dec. 31, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AUTHENTIDATE HOLDING CORP | ||
Entity Central Index Key | 885,074 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 25,100,000 | ||
Trading Symbol | ADAT | ||
Entity Common Stock, Shares Outstanding | 7,249,370 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,121,763 | $ 1,414,706 |
Restricted cash | 120,695 | 120,695 |
Accounts receivable, net | 1,020,988 | 2,142,514 |
Inventory, net | 347,750 | 337,907 |
Prepaid expenses and other current assets | 58,711 | 170,944 |
Total current assets | 2,669,907 | 4,186,766 |
Property and equipment, net | 2,203,543 | 3,476,670 |
Other assets | ||
Intangibles | 0 | 2,188,682 |
Security deposits | 10,211 | 10,211 |
Deferred tax asset | 11,848,017 | 38,493,000 |
Goodwill | 0 | 3,318,000 |
Total assets | 16,731,678 | 51,673,329 |
Current liabilities | ||
Accounts payable | 2,177,722 | 4,329,187 |
Accrued expenses | 2,168,090 | 1,751,234 |
Accrued commissions | 427,627 | 1,106,555 |
Accrued dividends | 644,979 | 402,000 |
Deferred rent | 141,833 | 0 |
Related party notes payable | 2,545,199 | 2,977,811 |
Derivative liabilities | 551,040 | 1,051,000 |
Total current liabilities | 8,656,490 | 11,617,787 |
Deferred rent | 45,000 | 114,379 |
Total liabilities | 8,701,490 | 11,732,166 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Convertible Preferred stock, $.10 par value; 5,000,000 shares authorized, Series B, 0 and 28,000 shares, Series D, 605,000 and 605,000 shares and Series E 25,000 and 0 shares issued and outstanding at June 30, 2017, and June 30, 2016 , respectively | 63,000 | 63,300 |
Common stock, $.001 par value; 190,000,000 shares authorized, 7,249,370 and 5,772,258 shares issued and outstanding on June 30, 2017, and June 30, 2016, respectively | 8,938 | 5,772 |
Additional paid-in capital | 44,307,479 | 38,316,376 |
(Accumulated deficit) retained earnings | (36,349,229) | 1,555,715 |
Total shareholders’ equity | 8,030,188 | 39,941,163 |
Total liabilities and shareholders’ equity | $ 16,731,678 | $ 51,673,329 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 7,249,370 | 5,772,258 |
Common stock, shares outstanding | 7,249,370 | 5,772,258 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 28,000 |
Preferred stock, shares outstanding | 0 | 28,000 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 605,000 | 605,000 |
Preferred stock, shares outstanding | 605,000 | 605,000 |
Series E Convertible 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 ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net revenues | ||
Fees for services | $ 18,912,074 | $ 33,952,712 |
Hosted software services | 1,259,951 | 601,368 |
Telehealth products and services | 26,746 | 22,836 |
Total net revenues | 20,198,771 | 34,576,916 |
Operating expenses | ||
Cost of revenues | 4,200,445 | 6,877,119 |
Selling, general and administrative | 14,288,727 | 19,168,979 |
Share based compensation | 286,984 | 1,584,502 |
Depreciation and amortization | 1,667,237 | 1,149,695 |
Goodwill impairment | 3,318,000 | 0 |
Impairment of intangibles | 1,816,676 | 0 |
Total operating expenses | 25,578,069 | 28,780,295 |
Operating income (loss) | (5,379,298) | 5,796,621 |
Other (expense) income | ||
Interest | (456,646) | (221,889) |
Change in fair value of derivative liabilities | 828,382 | 15,000 |
Loss on extinguishment of debt | (258,037) | 0 |
Other | (160,134) | 0 |
Total other (expense) income | (46,435) | (206,889) |
(Loss) income before provision for income taxes | (5,425,733) | 5,589,732 |
Provision for income taxes | (26,647,781) | (324,704) |
Net income (loss) | (32,073,514) | 5,265,028 |
Less: preferred dividends | (358,832) | (160,205) |
Net income (loss) available to common shareholders | $ (32,432,346) | $ 5,104,823 |
Earnings (loss) per share | ||
Basic earnings (loss) per common share | $ (4.51) | $ 1.72 |
Diluted earnings (loss) per common share | $ (4.51) | $ 1.32 |
Weighted average number of common shares outstanding | ||
Basic | 7,188,900 | 2,976,049 |
Diluted | 7,188,900 | 4,017,210 |
Consolidated Statement of Share
Consolidated Statement of Shareholders’ Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] |
Balance at Jun. 30, 2015 | $ 5,398,873 | $ 0 | $ 958 | $ 0 | $ 5,397,915 |
Balance (in shares) at Jun. 30, 2015 | 0 | 958,030 | |||
Members' distribution | (8,947,023) | (8,947,023) | |||
Contributed membership interest | 0 | $ (96) | 96 | ||
Contributed membership interest (in shares) | (95,803) | ||||
Share-based compensation expense - member units | 1,418,000 | $ 96 | 1,417,904 | ||
Share-based compensation expense - member units (in shares) | 95,803 | ||||
Reverse merger | 36,799,988 | $ 63,300 | $ 4,814 | 36,731,874 | |
Reverse merger (in shares) | 633,000 | 4,814,228 | |||
Share-based compensation expense - options | 166,502 | 166,502 | |||
Preferred dividends | (160,205) | (160,205) | |||
Net income (loss) | 5,265,028 | 5,265,028 | |||
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 | |||
Net income (loss) | 95,833 | ||||
Balance at Sep. 30, 2016 | 34,553,300 | ||||
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 | |||
Net income (loss) | (532,945) | ||||
Balance at Dec. 31, 2016 | 39,715,486 | ||||
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 | |||
Net income (loss) | 245,154 | ||||
Balance at Mar. 31, 2017 | 40,146,959 | ||||
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 | |||
Preferred dividends | 0 | ||||
Share-based compensation expense | 256,884 | 256,884 | |||
Common dividends for earn-out | 0 | $ 1,396 | 5,471,202 | (5,472,598) | |
Common dividends for earn-out (in shares) | 1,395,901 | ||||
Preferred dividend accrual | (358,832) | (358,832) | |||
Issuance of common stock per severance agreements | 184,387 | $ 56 | 184,331 | ||
Issuance of common stock per severance agreements (In Shares) | 81,211 | ||||
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) | ||||
Issuance of Restricted Stock Units | 30,100 | $ 1,714 | 28,386 | ||
Net income (loss) | (32,073,514) | (32,073,514) | |||
Balance at Jun. 30, 2017 | 8,030,188 | $ 63,000 | $ 8,938 | $ 44,307,479 | $ (36,349,229) |
Balance (in shares) at Jun. 30, 2017 | 630,000 | 7,249,370 | |||
Balance at Sep. 30, 2016 | 34,553,300 | ||||
Net income (loss) | (268,738) | ||||
Balance at Dec. 31, 2016 | 39,715,486 | ||||
Net income (loss) | 418,059 | ||||
Balance at Mar. 31, 2017 | $ 40,146,959 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flow - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flow from operating activities | ||
Net (loss) income | $ (32,073,514) | $ 5,265,028 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Change in fair value of derivative liabilities | (828,382) | (15,000) |
Loss on debt extinguishment | 258,037 | 0 |
Bad debt expense | 0 | 768,972 |
Depreciation and amortization | 1,667,237 | 1,149,695 |
Deferred taxes | 26,644,983 | 311,000 |
Share based compensation | 286,984 | 1,584,502 |
Goodwill impairment | 3,318,000 | 0 |
Impairment of intangibles | 1,816,676 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | 1,121,526 | (2,737,486) |
Inventory | (9,843) | 56,757 |
Prepaid expenses and other current assets | 112,232 | 295,741 |
Deposits | 0 | (10,211) |
Accounts payable | (2,146,934) | 1,088 |
Accrued expenses | 976,443 | 753,234 |
Accrued commissions | (678,928) | 416,300 |
Deferred rent | 72,454 | 82,129 |
Net cash provided by operating activities | 536,971 | 7,921,749 |
Cash flows from investing activities | ||
Purchases of property and equipment | (22,103) | (1,730,664) |
Collections from notes receivable | 0 | 50,000 |
Cash acquired in reverse acquisition | 0 | 30,104 |
Net cash provided by (used in) investing activities | (22,103) | (1,650,560) |
Cash flows from financing activities | ||
Proceeds from note payable - related party | 250,000 | |
Members' distribution | 0 | (8,947,023) |
Repayments of notes payable | (1,057,811) | (1,100,000) |
Net cash used in financing activities | (807,811) | (10,047,023) |
Net decrease in cash | (292,943) | (3,775,834) |
Cash beginning of period | 1,414,706 | 5,190,540 |
Cash end of period | 1,121,763 | 1,414,706 |
Supplemental disclosure of cash paid for: | ||
Interest paid | 742 | 97,507 |
Income taxes paid | 223,358 | 8,000 |
Non-cash investing and financing activities | ||
Non-cash preferred dividends | (358,832) | $ 160,205 |
Earn-out common dividends paid in stock | 5,472,598 | |
Conversion of accrued interest to notes payable | 375,199 | |
Derivative liability resulting from issuance of convertible notes | 328,422 | |
Other non-cash financing activities | $ 65,853 |
Description of Business, Revers
Description of Business, Reverse Merger and Liquidity | 12 Months Ended |
Jun. 30, 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 provide 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 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 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 (collectively the “Merger Agreement”) and December 15, 2016 (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 contracts with 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 Biology. 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 4). The 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 June 30, 2017 totaled approximately $ 1,122,000 5,986,583 431,000 1,300,000 As of the filing date of this Annual Report on Form 10-K, and after giving effect to the recent note exchange transaction described in Note 9 to these financial statements, there is outstanding an aggregate principal amount of $ 2,545,199 March 20, 2018 270,000 We are exploring potential transactions to improve our capital position to ensure we are able to meet our financing and working capital requirements. We would expect to raise additional funds through obtaining a credit facility from an institutional lender or undertaking private debt financings. Raising additional funds by issuing equity or convertible debt securities may cause our stockholders to experience substantial dilution in their ownership interests and new investors may have rights superior to the rights of our other stockholders. Raising additional funds through debt financing or preferred stock, if available, may involve covenants that restrict our business activities and options and such additional securities may have powers, designations, preferences or rights senior to our currently outstanding securities. We may also enter into financing transactions which involve the granting of liens on our assets or which grant preferences of payment from our revenue streams, all of which could adversely impact our ability to rely on our revenue from operations to support our ongoing operating costs. Alternatively, we may seek to obtain new financing from existing security holders, which may include reducing the exercise or conversion prices of outstanding securities, or the issuance of additional equity securities. Currently, the Company does not have any definitive agreements with any third parties for such transactions and there can be no assurance that we will be successful in raising additional capital or securing financing when needed or on terms satisfactory to the Company. If we are unable to raise additional capital when required, or on acceptable terms, we will need to reduce costs and operations substantially or potentially suspend operations, any of which would have a material adverse effect on our business, financial condition and results of operations. Our future capital requirements will depend on, and could increase substantially as a result of many factors including (i) our need to utilize cash to support research and development activities and to make incremental investments in our organization; (ii) our ability to achieve targeted revenue, gross profit margins and cost management objectives; (iii) the success of our sales and marketing efforts; (iv) our need to repay indebtedness; (v) the extent and terms of any development, marketing or other arrangements; and (vi) changes in economic, regulatory or reimbursement rates or claim adjudication processes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recently Issued Accounting Standards | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards 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, commitments and contingencies and measurement of derivative liabilities. 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 the 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 $ 923,000 769,000 Inventory amounts are stated at the lower of cost or market using the first in, first out basis. Management reviews inventory at least annually for excess and obsolete inventory. Inventory write-downs are included in “Cost of revenues” in the Consolidated Statements of Income. 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. 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 Company’s Level 1 assets consist of a certificate of deposit. Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The Company’s warrant liabilities and certain conversion features underlying the convertible debt are categorized as Level 3. Intangible assets consist primarily of trademarks and acquired technologies. Intangible assets are tested for impairment periodically. Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the assets acquired. Goodwill is reviewed for impairment each year-end. 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 payors net of allowances for differences between amounts billed and the cash receipts from such payors. 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 payor 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 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 fiscal 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: (i) the delivered item has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered items in the arrangement, (3) if the arrangement includes a general right of return relative to the delivered items, (iv) and delivery or performance of the undelivered item is considered probable and substantially in the Company’s 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. The Company had approximately $ 871,000 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. At June 30, 2017, the Company concluded that a significant portion of the deferred tax assets would not be realized. Approximately $ 26,764,000 11,848,017 38,493,000 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, 2016. The return will include the operating results of AHC from July 1, 2015 through June 30, 2016, and AEON’s results from January 27, 2016 through June 30, 2016. 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 previously filed 2015 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. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, “Revenue from Contracts with Customers" 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 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 reflected in this Form 10-K. In January 2016, the FASB issued an ASU on the recognition and measurement of financial assets and financial liabilities. This ASU requires that all equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) be measured at fair value with changes in fair value recognized in net income. However, companies may elect to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In addition, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. The ASU is effective for the Company in the first quarter of 2018. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issues ASU No. 2016-02, “ Leases In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, " CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued an ASU that changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU is effective for the Company in the first quarter of 2020 and must be adopted using a modified retrospective transition approach. The Company is currently assessing the impact of the adoption of this ASU on the Company’s results of operations, financial position and cash flows. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASSU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which clarifies how certain cash receipts and payments are to be presented in the statement of cash flows. The guidance is effective for the Company on July 1, 2018 and early adoption is permitted. This new guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. I n November 2016, the FASB issued an ASU that clarifies the presentation and classification of restricted cash in the statement of cash flows. The ASU requires that amounts generally described as restricted cash and restricted cash equivalents be presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for the Company in the first quarter of 2018 with early adoption permitted and must be applied retrospectively to all periods presented. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Restatement and Correction of E
Restatement and Correction of Error | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | 3. Restatement and Correction of Error As shown in the financial statements within this Form 10-K for the period ending June 30, 2017, the Company concluded that its results for the quarters ending September 30, 2016, December 31, 2016 and March 31, 2017 in the Consolidated Balance Sheets, Consolidated Statements of Income, and Statement of Cash Flow included errors resulting in the understatement of inventory and the understatement of certain accruals. The financial statements for these quarters have been restated. Management considered the impact to current and past financial statements under the SEC’s authoritative guidance on materiality and determined that the error was material, and a restatement of the prior quarters financial statements was the most appropriate recognition of the adjustment so as not to mislead readers of the financial statements. The following sections detail the impact of the error on the previously issued audited consolidated financial statement for the prior quarters. As As As Originally Reported As Restated Originally Reported As Restated Originally Reported As Restated Sept 30, Sept 30, Dec 31, Dec 31, Mar 31, Mar 31, 2016 Adj 2016 2016 Adj 2016 2017 Adj 2017 Assets Current assets Cash and cash equivalents $ 600,668 $ - $ 600,668 $ 356,077 $ - $ 356,077 $ 1,155,273 $ - $ 1,155,273 Restricted cash 120,695 - 120,695 120,695 - 120,695 120,695 - 120,695 Accounts receivable, net 2,567,418 - 2,567,418 1,074,660 - 1,074,660 1,731,859 - 1,731,859 Inventory 84,401 160,500 244,901 66,820 337,050 403,870 46,861 347,750 394,611 Prepaid expenses and other current assets 205,324 - 205,324 121,248 - 121,248 124,933 - 124,933 Total current assets 3,578,506 160,500 3,739,006 1,739,500 337,050 2,076,550 3,179,621 347,750 3,527,371 Property and equipment, net 3,182,735 - $ 3,182,735 2,881,518 - $ 2,881,518 2,581,287 - $ 2,581,287 Other assets Intangibles, net 2,095,492 - 2,095,492 2,002,790 - 2,002,790 1,909,733 - 1,909,733 Deferred tax asset 38,538,404 - 38,538,404 38,493,000 - 38,493,000 38,493,000 - 38,493,000 Goodwill 3,318,000 - 3,318,000 3,318,000 - 3,318,000 3,318,000 - 3,318,000 Deposits 10,211 - 10,211 10,211 - 10,211 10,211 - 10,211 Total assets $ 50,723,348 $ 160,500 $ 50,883,848 $ 48,445,019 $ 337,050 $ 48,782,069 $ 49,491,852 $ 347,750 $ 49,839,602 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 4,138,377 $ - $ 4,138,377 $ 3,198,604 $ - $ 3,198,604 $ 2,874,281 $ - $ 2,874,281 Accrued expenses 1,209,326 - 1,209,326 1,285,818 - 1,285,818 956,807 360,000 1,316,807 Accrued commissions 922,896 - 922,896 1,034,009 - 1,034,009 1,288,609 - 1,288,609 Accrued dividends 5,975,222 - 5,975,222 603,248 - 603,248 557,726 - 557,726 Notes payable 2,452,811 - 2,452,811 1,920,000 - 1,920,000 2,545,197 - 2,545,197 Warrant liability 1,537,219 - 1,537,219 915,399 - 915,399 987,015 - 987,015 Total current liabilities 16,235,851 - 16,235,851 8,957,078 - 8,957,078 9,209,635 360,000 9,569,635 Deferred rent 94,697 - 94,697 109,505 - 109,505 123,008 - 123,008 Total liabilities 16,330,548 - 16,330,548 9,066,583 - 9,066,583 9,332,643 360,000 9,692,643 Shareholders' equity Preferred stock 63,300 63,300 63,300 63,300 63,000 63,000 Common stock 5,772 5,772 7,168 7,168 7,168 7,168 Additional paid-in capital 38,405,902 - 38,405,902 43,936,054 - 43,936,054 44,024,631 - 44,024,631 Retained earnings (4,082,174) 160,500 (3,921,674) (4,628,086) 337,050 (4,291,036) (3,935,590) (12,250) (3,947,840) Total shareholders' equity 34,392,800 160,500 34,553,300 39,378,436 337,050 39,715,486 40,159,209 (12,250) 40,146,959 Total liabilities and shareholders' equity $ 50,723,348 $ 160,500 $ 50,883,848 $ 48,445,019 $ 337,050 $ 48,782,069 $ 49,491,852 $ 347,750 $ 49,839,602 The following adjustments were made to the September 30, 2016, December 31, 2016 and March 31, 2017 Restated Statement of Income (unaudited): As Originally As As Originally As As Originally As Reported Restated Reported Restated Reported Restated Three Months Three Months Three Months Three Months Three Months Three Months Ended Ended Ended Ended Ended Ended Sept 30, Sept 30, Dec 31, Dec 31, Mar 31, Mar 31, 2016 Adj 2016 2016 Adj 2016 2017 Adj 2017 Net revenues Fees for services $ 5,691,296 $ - $ 5,691,296 $ 4,565,435 $ - $ 4,565,435 $ 5,212,634 $ - $ 5,212,634 Hosted software services 346,934 - 346,934 311,671 - 311,671 314,812 - 314,812 Telehealth services 11,845 - 11,845 9,707 - 9,707 4,364 - 4,364 Total net revenues 6,050,075 - 6,050,075 4,886,813 - 4,886,813 5,531,810 - 5,531,810 Operating expenses Cost of revenues 1,166,996 (160,500) 1,006,496 1,128,218 (176,550) 951,668 908,290 (10,700) 897,590 Write-down of inventory 237,674 - 237,674 - - - - - - Selling, general and administrative 3,582,001 3,582,001 4,293,640 4,293,640 3,388,403 360,000 3,748,403 Depreciation and amortization 408,663 - 408,663 394,484 - 394,484 393,510 - 393,510 Total operating expenses 5,395,334 (160,500) 5,234,834 5,816,342 (176,550) 5,639,792 4,690,203 349,300 5,039,503 Operating income 654,741 160,500 815,241 (929,529) 176,550 (752,979) 841,607 (349,300) 492,307 Other expense, net 764,812 - 764,812 529,645 - 529,645 (74,248) - (74,248) Income before provision for income taxes (110,071) 160,500 50,429 (399,884) 176,550 (223,334) 767,359 (349,300) 418,059 Income tax provision 45,404 - 45,404 45,404 - 45,404 - - - Net income $ (64,667) $ 160,500 $ 95,833 $ (445,288) $ 176,550 $ (268,738) $ 767,359 $ (349,300) $ 418,059 Earnings per share Basic earnings per common share $ (0.03) $ 0.03 $ - $ (0.09) $ 0.03 $ (0.06) $ 0.10 $ - $ 0.10 Diluted earnings per common share $ (0.03) $ 0.03 $ - $ (0.09) $ 0.03 $ (0.06) $ 0.04 $ - $ 0.04 The following adjustments were made to the September 30, 2016, December 31, 2016 and March 31, 2017 Restated Statement of Cash Flow (unaudited): As As As Originally As Originally As Originally As Reported Restated Reported Restated Reported Restated Three Months Three Months Six Months Six Months Nine Months Nine Months Ended Ended Ended Ended Ended Ended Sept 30, Sept 30, Dec 31, Dec 31, Mar 31, Mar 31, 2016 Adj 2016 2016 Adj 2016 2017 Adj 2017 Cash Flows from Operating Activities Net Income $ (64,667) $ 160,500 $ 95,833 $ (509,995) $ 337,050 $ (532,945) $ 257,404 $ (12,250) $ 245,154 Adjustments to reconcile net income to cash provided by operating activities Write off of inventory 237,674 - 237,674 237,674 - 237,674 237,674 - 237,674 Loss on debt extinguishment - - - - - - 258,037 - 258,037 Change in fair value of derivative liabilities 486,219 - 486,219 (135,601) - (135,601) (392,407) - (392,407) Deferred taxes (45,404) - (45,404) - - - - - - Depreciation and amortization 402,574 - 402,574 803,147 - 803,147 1,196,435 - 1,196,435 Share based compensation 89,526 - 89,526 148,476 - 148,476 186,753 - 186,753 Deferred rent (19,682) - (19,682) (4,874) - (4,874) - - - Changes in assets and liabilities Accounts receivable (424,904) - (424,904) 1,067,894 - 1,067,894 410,655 - 410,655 Inventory 15,832 (160,500) (144,668) 33,413 (337,050) (303,637) 53,372 (347,750) (294,378) Prepaid expenses and other current assets (34,380) - (34,380) 49,696 - 49,696 46,011 - 46,011 Accounts payable (190,810) - (190,810) (1,130,583) - (1,130,583) (1,454,907) - (1,454,907) Accrued expenses (541,908) - (541,908) (465,416) - (465,416) (419,229) 360,000 (59,229) Accrued commissions (183,659) - (183,659) (72,546) - (72,546) 182,054 - 182,054 Deferred rent - - - - - - 8,629 - 8,629 Net cash provided by (used by) operating activities (273,589) - (273,589) 21,285 - 21,285 570,481 - 570,481 Cash flows from investing activities Purchases of property and equipment (15,449) - (15,449) (22,103) - (22,103) (22,103) - (22,103) Net cash used in investing activities (15,449) - (15,449) (22,103) - (22,103) (22,103) - (22,103) Cash flows from financing activities Proceeds from note payable - related party - - - - - - 250,000 - 250,000 Repayment of notes payable (525,000) - (525,000) (1,057,811) - (1,057,811) (1,057,811) - (1,057,811) Net cash used in financing activities (525,000) - (525,000) (1,057,811) - (1,057,811) (807,811) - (807,811) Net decrease in cash and cash equivalents (814,038) - (814,038) (1,058,629) - (1,058,629) (259,433) - (259,433) Cash and cash equivalents beginning of year 1,414,706 - 1,414,706 1,414,706 - 1,414,706 1,414,706 - 1,414,706 Cash and cash equivalents end of year $ 600,668 $ - $ 600,668 $ 356,077 $ - $ 356,077 $ 1,155,273 $ - $ 1,155,273 |
Reverse Merger
Reverse Merger | 12 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 4. 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 1,155,415 100,000,000 10 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 36,800,000 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 Shares outstanding and vested 613,245 4,150,535 Weighted average exercise price $1.75-$4.46 2.07 Volatility 62.33%-85.10% 50% Risk-free interest rate 1.63%-2.21% 1.70%-1.78% Expected dividend rate 0% 0% Expected life (years) 4.00-6.96 3.94-4.47 Share price $4.35-$12.92 $1.60 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 Warrant liability 1,066,000 Total liabilities assumed 9,004,000 Net assets acquired 33,482,000 Goodwill 3,318,000 Total purchase consideration $ 36,800,000 Year Ended (unaudited) Net revenues $ 35,361,000 Net loss $ (4,366,000) The Company deemed the entire amount of goodwill, trademarks and acquired technology arising from the Reverse Merger to be impaired as of June 30, 2017. See Note 7 for the discussion of the impairment. |
Inventory
Inventory | 12 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory [Text Block] | 5. Inventory June 30, 2017 2016 Laboratory testing supplies $ 347,750 $ 100,233 Purchased components - $ 31,068 Finished goods - 206,606 Total inventory $ 347,750 $ 337,907 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property, Plant and Equipment Estimated June 30, Useful Life In 2017 2016 Years Machinery and equipment $ 5,397,737 $ 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) 5,964,961 6,153,713 Less: Accumulated depreciation and amortization (3,761,418) (2,677,043) Property and equipment, net $ 2,203,543 $ 3,476,670 (1) Lesser of lease terms or estimated useful life Depreciation on property and equipment was approximately $ 1,295,000 994,000 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 7. Intangible Assets June 30, 2017 June 30, 2016 Gross Accumulated Impairment Net Book Gross Accumulated Net Book Value Useful Life In Trademarks $ 550,000 $ 111,310 $ 438,690 $ - $ 550,000 $ 32,738 $ 517,262 7 Acquired tech 1,794,000 416,014 1,377,986 - 1,794,000 122,580 1,671,420 7 Total $ 2,344,000 $ 527,324 $ 1,816,676 $ - $ 2,344,000 $ 155,318 $ 2,188,682 Goodwill $ 3,318,000 $ 3,318,000 $ - $ 3,318,000 $ - $ 3,318,000 In the year ending June 30, 2017, the Company concluded these Authentidate intangible assets were impaired. The Company recorded $ 5,134,676 The techniques used in the Company’s impairment test have incorporated a number of assumptions that the Company believes to be reasonable and reflect known market conditions at the measurement date. Assumptions in estimating future cash flows are subject to a degree of judgement. The goodwill, acquired technologies and trademarks all relate to the Authentidate software unit where the discounted cash flow methodology is applied using a discount rate of 14.1 2.6 14.4 4.4 |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 8. Income Taxes Year Ended June 30, 2017 2016 Current: Federal $ - $ - State 4,000 13,704 Total current 4,000 13,704 Deferred: Federal 26,613,369 273,000 State 30,412 38,000 Total deferred 26,643,781 311,000 Income tax provision $ 26,647,781 $ 324,704 Year Ended June 30, 2017 2016 Income taxes at the federal statutory rate $ (1,894,749) $ 1,901,000 34.00 % State income taxes, net of federal income tax effect (143,944) 51,704 0.92 % Permanent tax differences 1,135,075 (2,914,000) 52.13 % 481(a) adjustments - 1,287,000 23.03 % Change in valuation allowance 27,500,720 - 0.00 % Other 679 (1,000) -0.01 % $ 26,647,781 $ 324,704 5.81 % Year Ended June 30, 2017 2016 Deferred tax assets: Accrued compensation $ 615,000 $ 395,000 Accounts receivable allowance 367,000 292,000 Intangible assets 287,000 352,000 Other liabilities 237,000 43,000 Net operating loss and other carryforwards 60,996,000 60,357,000 Total gross deferred assets 62,502,000 61,439,000 Less: Valuation Allowance (49,247,000) (21,745,000) Deferred tax asset after valuation allowance 13,255,000 39,694,000 Deferred tax liabilities: Depreciation (705,000) (644,000) Warrant derivative (331,000) - Change in accounting method (371,000) (557,000) Total deferred tax liability (1,407,000) (1,201,000) Net Deferred Tax Asset $ 11,848,000 $ 38,493,000 In connection with the reverse merger, AEON elected to change from a cash basis tax payer to an accrual basis tax payer. This resulted in a change of accounting methodology which resulted in a built in gain that resulted in a deferred tax liability of approximately $ 1,498,000 Permanent tax differences for the year ended June 30, 2017 in the above reconciliation table primarily consist of goodwill impairment charges. Permanent tax differences for the year ended June 30, 2016 primarily consist of pre-acquisition income which is allocated to the former shareholders of AEON. As of June 30, 2017, the Company has net operating loss carryforwards of approximately $ 239,700,000 166,600,000 2019 2037 5,300,000 73,100,000 2018 2037 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Based on the results of current year operations and future income statement projections, the Company’s valuation allowance increased during the year ended June 30, 2017 by approximately $ 27,500,000 The Company adopted the guidance in ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, during the fourth quarter of fiscal year June 30, 2016, and all deferred tax assets and liabilities are classified as long-term. |
Related Party Notes Payable
Related Party Notes Payable | 12 Months Ended |
Jun. 30, 2017 | |
Notes Payable [Member] | |
Notes Payable [Text Block] | Note 9. Related Party Notes Payable June 30, 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 At June 30, 2016, 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 At June 30, 2016, the Company had outstanding a promissory note in the aggregate principal amount of $ 320,000 10 4.86 5 3.00 106,667 this note was combined with the $ 200,000 641,294 5 2.03 Unsecured At June 30, 2016, the Company had outstanding a promissory note in the aggregate principal amount of $ 200,000 20 (i) August 26, 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. December 1, 2016 3.00 173,333 320,000 641,294 5 2.03 At June 30, 2016, the Company had a promissory note in the aggregate principal amount of $ 450,000 20 (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. 591,613 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 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 1,253,792 328,422 950,000 2.25 520,000 3.00 700,000 In the year ended June 30, 2017, in connection with the exchange of the Original Notes for the New Notes, the Company also agreed with the holder of all of 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 bear interest at the rate of 5 110 Loss on Extinguishment of Debt In accordance with ASC 470-50, “ Debt Modifications and Extinguishments 258,037 328,422 50,000 120,385 |
Equity
Equity | 12 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Equity Preferred Stock As of June 30, 2017, there were 25,000 187,500 4.00 30.00 5 9,375 As of June 30, 2017, there are 605,000 619,154 9.77139 10.00 5 635,604 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 4 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 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 4. Earnings per Share Year Ended June 30, 2017 2016 Basic earnings (loss) per share Net income (loss) $ (32,073,514) $ 5,265,028 Preferred stock dividends (358,832) 160,205 Net income (loss) available\to common shareholders after preferred stock dividends $ (32,432,346) $ 5,104,823 Weighted average shares used in the computation of basic earnings per share 7,188,900 2,976,049 Earnings (loss) per share - basic $ (4.51) $ 1.72 Dilutive earnings per share Income available to common shareholders $ (32,432,346) $ 5,104,823 Interest on convertible debt - 45,879 Preferred stock dividends - 160,205 Change in fair value of derivative liability - (9,060) Net income applicable to common shareholders plus assumed conversions $ (32,432,346) $ 5,301,847 Weighted average shares used in the computation of basic earnings per share 7,188,900 2,976,049 Dilutive effect of options, warrants, convertible debt and convertible preferred stock - 1,041,161 Shares used in the computation of diluted earnings per share 7,188,900 4,017,210 Earnings per share - diluted $ (4.51) $ 1.32 Anti-Dilutive Options Excluded 5,627,516 - Common Stock Warrants Warrant Activity Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Warrants assumed in reverse merger 4,313,180 5.24 - - Expired/forfeited (107,645) 18.00 - - Outstanding June 30, 2016 4,205,535 $ 4.91 4.68 $ 1,992,535 Issued 0 Expired/forfeited (55,000) 14.4 Outstanding June 30, 2017 4,150,535 $ 4.67 3.87 $ 42,582 Exercisable, June 30, 2017 4,094,979 $ 4.56 3.91 $ 42,582 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation [Text Block] | 11. Share-Based Compensation Employee Options Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Options assumed in reverse merger 182,259 12.45 - - Expired/forfeited (22,442) 12.35 - - Outstanding June 30, 2016 159,817 $ 12.46 6.30 $ 11,864 Issued 71,429 1.75 9.93 Expired/forfeited (4,344) 15.35 Outstanding June 30, 2017 226,902 $ 9.04 6.97 $ - Exercisable, June 30, 2017 142,147 $ 12.16 5.18 $ - Weighted Average Weighted Remaining Average Contractual Aggregate Director Options Number of Exercise Price Life Intrinsic Outstanding July 1, 2015 - $ - - $ - Options assumed in reverse merger 433,887 4.46 - - Granted 51,645 3.42 - - Outstanding June 30, 2016 485,532 $ 4.35 4.87 $ 198,346 Granted 154,866 2.92 10.01 Expired/forfeited (38,087) 9.61 - Outstanding June 30, 2017 602,311 $ 3.57 6.11 $ - Employees Information Number of Weighted Average Weighted Aggregate Outstanding June 30, 2016 - $ - - - $ - Granted 411,429 1.75 - 1.92 Expired/Forfeited - - - - $ - Outstanding June 30, 2017 411,429 $ 1.75 - 1.92 $ - |
Fair Value Measurements and Oth
Fair Value Measurements and Other Financial Instruments | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements [Text Block] | Fair Value Measurements and Other Financial Instruments 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 9, 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 issued in 2011 to 2015. The Company valued the conversion features using the Black Scholes model prior to the three months ended September 30, 2016 and the Monte Carlo model for all periods thereafter. 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 decrease in the value of the conversion feature of convertible debt and warrants issued was primarily due to the decrease in the stock price during 2017 compared to prior years. Exercise Price $ 2.03 2.07 Risk free interest rate 1.23% - 1.78% Expected volatility 50% - 60% Remaining term 0.72 4.47 years Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis The fair value of AHC financial instruments, using the fair value hierarchy under U.S. GAAP detailed in “Fair Value Measurements” in Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” of the Notes to the Consolidated Financial Statements are included in the table below. 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 tables provide a summary of the changes in fair value, including net transfers in and/or out, of all financial assets / (liabilities) measured at fair value on a recurring basis using significant unobservable inputs during the year ended June 30, 2017. Total Balance - June 30, 2016 $ 1,051,000 Embedded conversion feature in March 2017 convertible notes 328,422 Change in fair value of derivative liabilities (828,382) Balance - June 30, 2017 $ 551,040 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 market to fair value at the conversion date and then that fair value is reclassified to equity. For the year ended June 30, 2017, the Company recorded non-cash income of approximately $ 828,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 13. 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. The Company believes the contractor was overpaid and has asserted a counter claim and has asserted and has asserted a counter claim for reimbursement of such overpayments. The Company intends to vigorously defend the claim and pursue the counter claim. 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 a former sales director and an independent contractor for their improper use of a Company customer list. The complaint alleges the defendant used the Company’s customer list to improperly solicit business for their personal benefit. The complaint against the independent contractor has 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 June 30, 2017 related to the past terminations. The former CEO and CFO of AHC commenced arbitration proceedings against AHC before the American Arbitration Association (“AAA”). A demand for arbitration was filed with the AAA on or about June 22, 2016 by the former CEO, O’Connell Benjamin, requesting payment of severance compensation of $ 341,620 Further, a demand for arbitration was filed with the AAA on or about August 12, 2016 by the 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 resolving the proceeding. Pursuant to a separation agreement and general release, the Company agreed to provide the following: (i) cash payments totaling $ 170,000 160,000 12,835 27,388 The Company is a defendant in an action captioned Cogmedix, Inc. v. Authentidate Holding Corp. 227,061 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 that the OCR is 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 enforcing the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and the privacy, security and date 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, issue penalties, or reach a monetary settlement. The Company continues to work on a resolution with the OCR. The Company does not expect a material adverse determination on its consolidated financial position, results of operations and cash flows. On August 24, 2017, the Company commenced suit against Mr. Richard G. Hersperger, a former company director and officer, to recover 38,321 The Company is the plaintiff in a case captioned Peachstate Health Management, LLC d/b/a Aeon Clinical Laboratories v. Radius Foundation, Inc. and William Bramlett, Ph.D, 116,650 The Company is also subject to claims and litigation arising in the ordinary course of business. 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 the consolidated financial position, results of operations or cash flows. The Company has entered into various agreements by which it 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 the Company under such indemnification clauses are generally condition on the other party making a claim. Such claims are generally subject to challenge by the Company and to dispute resolution procedures specified in the particular contract. Further, obligations under these arrangements may be limited in terms of time and/or amount and, the Company may have recourse against third parties for certain payments made by the Company. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of these obligations and the unique facts of each particular agreement. Historically, the Company has not made any payments under these agreements that have been material individually or in the aggregate. As of June 30, 2017, the Company is not aware of any obligations under such indemnification agreements that would require material payments. |
Related Party
Related Party | 12 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Except as disclosed herein, the Company has 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 2032 46,500 60,000 562,500 446,000 The Company holds certain related parties notes payables with shareholders and affiliates of board members of the Company, as described in Note 9. Interest expense relating to these notes amounted to approximately zero and $ 115,000 Effective as of January 31, 2017, the Company accepted a short-term loan in the aggregate principal amount of $ 250,000 12 AHC entered into a lease agreement with Hanif A. (“Sonny”) Roshan (the “landlord”) for a residential premises at 5455 Golf View Drive, Braselton, Georgia 30517 for a term of one year beginning on January 1, 2017 and ending on December 31, 2017 7,500 3 |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Information The Company is operated as two segments: (i) laboratory testing services (AEON), and (ii) web-based software (AHC). 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 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. Management currently runs each segment separately and measures profitability and operational performance based on the financial records independently maintained by two separate systems. Authentidate AEON Total Year ended June 30, 2017 Net revenues 1,286,697 18,912,074 20,198,771 Cost of revenues 1,178,586 3,021,859 4,200,445 Operating expenses 8,048,426 17,529,642 25,578,068 Operating income (loss) (6,761,730) 1,382,432 (5,379,298) Year ended June 30, 2016 Net revenues 624,204 33,952,712 34,576,916 Cost of revenues 219,798 6,657,321 6,877,119 Operating expenses 1,980,782 26,799,513 28,780,295 Operating income (loss) (1,356,578) 7,153,199 5,796,621 June 30, 2017 Total assets 11,772,871 4,958,807 16,731,678 June 30, 2016 Total Assets 44,895,538 6,777,791 51,673,329 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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, commitments and contingencies and measurement of derivative liabilities. |
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, Net Accounts receivable represent customer obligations due under normal trade terms, net of allowance for doubtful accounts. The allowance for doubtful accounts reflects the 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 $ 923,000 769,000 |
Inventory, Policy [Policy Text Block] | Inventory Inventory amounts are stated at the lower of cost or market using the first in, first out basis. Management reviews inventory at least annually for excess and obsolete inventory. Inventory write-downs are included in “Cost of revenues” in the Consolidated Statements of Income. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements 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. 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 Company’s Level 1 assets consist of a certificate of deposit. Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The Company’s warrant liabilities and certain conversion features underlying the convertible debt are categorized as Level 3. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and acquired technologies. Intangible assets are tested for impairment periodically. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the assets acquired. Goodwill is reviewed for impairment each year-end. |
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 payors net of allowances for differences between amounts billed and the cash receipts from such payors. 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 payor 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 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 fiscal 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: (i) the delivered item has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered items in the arrangement, (3) if the arrangement includes a general right of return relative to the delivered items, (iv) and delivery or performance of the undelivered item is considered probable and substantially in the Company’s 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. The Company had approximately $ 871,000 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. At June 30, 2017, the Company concluded that a significant portion of the deferred tax assets would not be realized. Approximately $ 26,764,000 11,848,017 38,493,000 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, 2016. The return will include the operating results of AHC from July 1, 2015 through June 30, 2016, and AEON’s results from January 27, 2016 through June 30, 2016. 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 previously filed 2015 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. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, “Revenue from Contracts with Customers" 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 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 reflected in this Form 10-K. In January 2016, the FASB issued an ASU on the recognition and measurement of financial assets and financial liabilities. This ASU requires that all equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) be measured at fair value with changes in fair value recognized in net income. However, companies may elect to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In addition, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. The ASU is effective for the Company in the first quarter of 2018. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issues ASU No. 2016-02, “ Leases In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, " CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued an ASU that changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU is effective for the Company in the first quarter of 2020 and must be adopted using a modified retrospective transition approach. The Company is currently assessing the impact of the adoption of this ASU on the Company’s results of operations, financial position and cash flows. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASSU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which clarifies how certain cash receipts and payments are to be presented in the statement of cash flows. The guidance is effective for the Company on July 1, 2018 and early adoption is permitted. This new guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. I n November 2016, the FASB issued an ASU that clarifies the presentation and classification of restricted cash in the statement of cash flows. The ASU requires that amounts generally described as restricted cash and restricted cash equivalents be presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for the Company in the first quarter of 2018 with early adoption permitted and must be applied retrospectively to all periods presented. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Restatement and Correction of23
Restatement and Correction of Error (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The following adjustments were made to the September 30, 2016, December 31, 2016 and March 31, 2017 Restated Balance Sheet (unaudited): As As As Originally Reported As Restated Originally Reported As Restated Originally Reported As Restated Sept 30, Sept 30, Dec 31, Dec 31, Mar 31, Mar 31, 2016 Adj 2016 2016 Adj 2016 2017 Adj 2017 Assets Current assets Cash and cash equivalents $ 600,668 $ - $ 600,668 $ 356,077 $ - $ 356,077 $ 1,155,273 $ - $ 1,155,273 Restricted cash 120,695 - 120,695 120,695 - 120,695 120,695 - 120,695 Accounts receivable, net 2,567,418 - 2,567,418 1,074,660 - 1,074,660 1,731,859 - 1,731,859 Inventory 84,401 160,500 244,901 66,820 337,050 403,870 46,861 347,750 394,611 Prepaid expenses and other current assets 205,324 - 205,324 121,248 - 121,248 124,933 - 124,933 Total current assets 3,578,506 160,500 3,739,006 1,739,500 337,050 2,076,550 3,179,621 347,750 3,527,371 Property and equipment, net 3,182,735 - $ 3,182,735 2,881,518 - $ 2,881,518 2,581,287 - $ 2,581,287 Other assets Intangibles, net 2,095,492 - 2,095,492 2,002,790 - 2,002,790 1,909,733 - 1,909,733 Deferred tax asset 38,538,404 - 38,538,404 38,493,000 - 38,493,000 38,493,000 - 38,493,000 Goodwill 3,318,000 - 3,318,000 3,318,000 - 3,318,000 3,318,000 - 3,318,000 Deposits 10,211 - 10,211 10,211 - 10,211 10,211 - 10,211 Total assets $ 50,723,348 $ 160,500 $ 50,883,848 $ 48,445,019 $ 337,050 $ 48,782,069 $ 49,491,852 $ 347,750 $ 49,839,602 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 4,138,377 $ - $ 4,138,377 $ 3,198,604 $ - $ 3,198,604 $ 2,874,281 $ - $ 2,874,281 Accrued expenses 1,209,326 - 1,209,326 1,285,818 - 1,285,818 956,807 360,000 1,316,807 Accrued commissions 922,896 - 922,896 1,034,009 - 1,034,009 1,288,609 - 1,288,609 Accrued dividends 5,975,222 - 5,975,222 603,248 - 603,248 557,726 - 557,726 Notes payable 2,452,811 - 2,452,811 1,920,000 - 1,920,000 2,545,197 - 2,545,197 Warrant liability 1,537,219 - 1,537,219 915,399 - 915,399 987,015 - 987,015 Total current liabilities 16,235,851 - 16,235,851 8,957,078 - 8,957,078 9,209,635 360,000 9,569,635 Deferred rent 94,697 - 94,697 109,505 - 109,505 123,008 - 123,008 Total liabilities 16,330,548 - 16,330,548 9,066,583 - 9,066,583 9,332,643 360,000 9,692,643 Shareholders' equity Preferred stock 63,300 63,300 63,300 63,300 63,000 63,000 Common stock 5,772 5,772 7,168 7,168 7,168 7,168 Additional paid-in capital 38,405,902 - 38,405,902 43,936,054 - 43,936,054 44,024,631 - 44,024,631 Retained earnings (4,082,174) 160,500 (3,921,674) (4,628,086) 337,050 (4,291,036) (3,935,590) (12,250) (3,947,840) Total shareholders' equity 34,392,800 160,500 34,553,300 39,378,436 337,050 39,715,486 40,159,209 (12,250) 40,146,959 Total liabilities and shareholders' equity $ 50,723,348 $ 160,500 $ 50,883,848 $ 48,445,019 $ 337,050 $ 48,782,069 $ 49,491,852 $ 347,750 $ 49,839,602 The following adjustments were made to the September 30, 2016, December 31, 2016 and March 31, 2017 Restated Statement of Income (unaudited): As Originally As As Originally As As Originally As Reported Restated Reported Restated Reported Restated Three Months Three Months Three Months Three Months Three Months Three Months Ended Ended Ended Ended Ended Ended Sept 30, Sept 30, Dec 31, Dec 31, Mar 31, Mar 31, 2016 Adj 2016 2016 Adj 2016 2017 Adj 2017 Net revenues Fees for services $ 5,691,296 $ - $ 5,691,296 $ 4,565,435 $ - $ 4,565,435 $ 5,212,634 $ - $ 5,212,634 Hosted software services 346,934 - 346,934 311,671 - 311,671 314,812 - 314,812 Telehealth services 11,845 - 11,845 9,707 - 9,707 4,364 - 4,364 Total net revenues 6,050,075 - 6,050,075 4,886,813 - 4,886,813 5,531,810 - 5,531,810 Operating expenses Cost of revenues 1,166,996 (160,500) 1,006,496 1,128,218 (176,550) 951,668 908,290 (10,700) 897,590 Write-down of inventory 237,674 - 237,674 - - - - - - Selling, general and administrative 3,582,001 3,582,001 4,293,640 4,293,640 3,388,403 360,000 3,748,403 Depreciation and amortization 408,663 - 408,663 394,484 - 394,484 393,510 - 393,510 Total operating expenses 5,395,334 (160,500) 5,234,834 5,816,342 (176,550) 5,639,792 4,690,203 349,300 5,039,503 Operating income 654,741 160,500 815,241 (929,529) 176,550 (752,979) 841,607 (349,300) 492,307 Other expense, net 764,812 - 764,812 529,645 - 529,645 (74,248) - (74,248) Income before provision for income taxes (110,071) 160,500 50,429 (399,884) 176,550 (223,334) 767,359 (349,300) 418,059 Income tax provision 45,404 - 45,404 45,404 - 45,404 - - - Net income $ (64,667) $ 160,500 $ 95,833 $ (445,288) $ 176,550 $ (268,738) $ 767,359 $ (349,300) $ 418,059 Earnings per share Basic earnings per common share $ (0.03) $ 0.03 $ - $ (0.09) $ 0.03 $ (0.06) $ 0.10 $ - $ 0.10 Diluted earnings per common share $ (0.03) $ 0.03 $ - $ (0.09) $ 0.03 $ (0.06) $ 0.04 $ - $ 0.04 The following adjustments were made to the September 30, 2016, December 31, 2016 and March 31, 2017 Restated Statement of Cash Flow (unaudited): As As As Originally As Originally As Originally As Reported Restated Reported Restated Reported Restated Three Months Three Months Six Months Six Months Nine Months Nine Months Ended Ended Ended Ended Ended Ended Sept 30, Sept 30, Dec 31, Dec 31, Mar 31, Mar 31, 2016 Adj 2016 2016 Adj 2016 2017 Adj 2017 Cash Flows from Operating Activities Net Income $ (64,667) $ 160,500 $ 95,833 $ (509,995) $ 337,050 $ (532,945) $ 257,404 $ (12,250) $ 245,154 Adjustments to reconcile net income to cash provided by operating activities Write off of inventory 237,674 - 237,674 237,674 - 237,674 237,674 - 237,674 Loss on debt extinguishment - - - - - - 258,037 - 258,037 Change in fair value of derivative liabilities 486,219 - 486,219 (135,601) - (135,601) (392,407) - (392,407) Deferred taxes (45,404) - (45,404) - - - - - - Depreciation and amortization 402,574 - 402,574 803,147 - 803,147 1,196,435 - 1,196,435 Share based compensation 89,526 - 89,526 148,476 - 148,476 186,753 - 186,753 Deferred rent (19,682) - (19,682) (4,874) - (4,874) - - - Changes in assets and liabilities Accounts receivable (424,904) - (424,904) 1,067,894 - 1,067,894 410,655 - 410,655 Inventory 15,832 (160,500) (144,668) 33,413 (337,050) (303,637) 53,372 (347,750) (294,378) Prepaid expenses and other current assets (34,380) - (34,380) 49,696 - 49,696 46,011 - 46,011 Accounts payable (190,810) - (190,810) (1,130,583) - (1,130,583) (1,454,907) - (1,454,907) Accrued expenses (541,908) - (541,908) (465,416) - (465,416) (419,229) 360,000 (59,229) Accrued commissions (183,659) - (183,659) (72,546) - (72,546) 182,054 - 182,054 Deferred rent - - - - - - 8,629 - 8,629 Net cash provided by (used by) operating activities (273,589) - (273,589) 21,285 - 21,285 570,481 - 570,481 Cash flows from investing activities Purchases of property and equipment (15,449) - (15,449) (22,103) - (22,103) (22,103) - (22,103) Net cash used in investing activities (15,449) - (15,449) (22,103) - (22,103) (22,103) - (22,103) Cash flows from financing activities Proceeds from note payable - related party - - - - - - 250,000 - 250,000 Repayment of notes payable (525,000) - (525,000) (1,057,811) - (1,057,811) (1,057,811) - (1,057,811) Net cash used in financing activities (525,000) - (525,000) (1,057,811) - (1,057,811) (807,811) - (807,811) Net decrease in cash and cash equivalents (814,038) - (814,038) (1,058,629) - (1,058,629) (259,433) - (259,433) Cash and cash equivalents beginning of year 1,414,706 - 1,414,706 1,414,706 - 1,414,706 1,414,706 - 1,414,706 Cash and cash equivalents end of year $ 600,668 $ - $ 600,668 $ 356,077 $ - $ 356,077 $ 1,155,273 $ - $ 1,155,273 |
Reverse Merger (Tables)
Reverse Merger (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | The effective consideration transferred of $ 36,800,000 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 Shares outstanding and vested 613,245 4,150,535 Weighted average exercise price $1.75-$4.46 2.07 Volatility 62.33%-85.10% 50% Risk-free interest rate 1.63%-2.21% 1.70%-1.78% Expected dividend rate 0% 0% Expected life (years) 4.00-6.96 3.94-4.47 Share price $4.35-$12.92 $1.60 |
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 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 Warrant liability 1,066,000 Total liabilities assumed 9,004,000 Net assets acquired 33,482,000 Goodwill 3,318,000 Total purchase consideration $ 36,800,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma results for the year ended June 30, 2016 summarizes the consolidated results of the operations of the Company, assuming the reverse merger had occurred on July 1, 2015 and after giving effect to the reverse acquisition adjustments, including amortization of tangible and intangible assets acquired in the transaction: Year Ended (unaudited) Net revenues $ 35,361,000 Net loss $ (4,366,000) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists of the following: June 30, 2017 2016 Laboratory testing supplies $ 347,750 $ 100,233 Purchased components - $ 31,068 Finished goods - 206,606 Total inventory $ 347,750 $ 337,907 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Estimated June 30, Useful Life In 2017 2016 Years Machinery and equipment $ 5,397,737 $ 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) 5,964,961 6,153,713 Less: Accumulated depreciation and amortization (3,761,418) (2,677,043) Property and equipment, net $ 2,203,543 $ 3,476,670 (1) Lesser of lease terms or estimated useful life |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following table sets forth intangible assets as follows: June 30, 2017 June 30, 2016 Gross Accumulated Impairment Net Book Gross Accumulated Net Book Value Useful Life In Trademarks $ 550,000 $ 111,310 $ 438,690 $ - $ 550,000 $ 32,738 $ 517,262 7 Acquired tech 1,794,000 416,014 1,377,986 - 1,794,000 122,580 1,671,420 7 Total $ 2,344,000 $ 527,324 $ 1,816,676 $ - $ 2,344,000 $ 155,318 $ 2,188,682 Goodwill $ 3,318,000 $ 3,318,000 $ - $ 3,318,000 $ - $ 3,318,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s provision for income taxes consists of the following: Year Ended June 30, 2017 2016 Current: Federal $ - $ - State 4,000 13,704 Total current 4,000 13,704 Deferred: Federal 26,613,369 273,000 State 30,412 38,000 Total deferred 26,643,781 311,000 Income tax provision $ 26,647,781 $ 324,704 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended June 30, 2017 and 2016 are as follows: Year Ended June 30, 2017 2016 Income taxes at the federal statutory rate $ (1,894,749) $ 1,901,000 34.00 % State income taxes, net of federal income tax effect (143,944) 51,704 0.92 % Permanent tax differences 1,135,075 (2,914,000) 52.13 % 481(a) adjustments - 1,287,000 23.03 % Change in valuation allowance 27,500,720 - 0.00 % Other 679 (1,000) -0.01 % $ 26,647,781 $ 324,704 5.81 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s deferred tax assets and liabilities as of June 30, 2017 and 2016 are as follows: Year Ended June 30, 2017 2016 Deferred tax assets: Accrued compensation $ 615,000 $ 395,000 Accounts receivable allowance 367,000 292,000 Intangible assets 287,000 352,000 Other liabilities 237,000 43,000 Net operating loss and other carryforwards 60,996,000 60,357,000 Total gross deferred assets 62,502,000 61,439,000 Less: Valuation Allowance (49,247,000) (21,745,000) Deferred tax asset after valuation allowance 13,255,000 39,694,000 Deferred tax liabilities: Depreciation (705,000) (644,000) Warrant derivative (331,000) - Change in accounting method (371,000) (557,000) Total deferred tax liability (1,407,000) (1,201,000) Net Deferred Tax Asset $ 11,848,000 $ 38,493,000 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | June 30, 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) | 12 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended June 30, 2017 2016 Basic earnings (loss) per share Net income (loss) $ (32,073,514) $ 5,265,028 Preferred stock dividends (358,832) 160,205 Net income (loss) available\to common shareholders after preferred stock dividends $ (32,432,346) $ 5,104,823 Weighted average shares used in the computation of basic earnings per share 7,188,900 2,976,049 Earnings (loss) per share - basic $ (4.51) $ 1.72 Dilutive earnings per share Income available to common shareholders $ (32,432,346) $ 5,104,823 Interest on convertible debt - 45,879 Preferred stock dividends - 160,205 Change in fair value of derivative liability - (9,060) Net income applicable to common shareholders plus assumed conversions $ (32,432,346) $ 5,301,847 Weighted average shares used in the computation of basic earnings per share 7,188,900 2,976,049 Dilutive effect of options, warrants, convertible debt and convertible preferred stock - 1,041,161 Shares used in the computation of diluted earnings per share 7,188,900 4,017,210 Earnings per share - diluted $ (4.51) $ 1.32 Anti-Dilutive Options Excluded 5,627,516 - |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A schedule of common stock warrant activity is as follows: Warrant Activity Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Warrants assumed in reverse merger 4,313,180 5.24 - - Expired/forfeited (107,645) 18.00 - - Outstanding June 30, 2016 4,205,535 $ 4.91 4.68 $ 1,992,535 Issued 0 Expired/forfeited (55,000) 14.4 Outstanding June 30, 2017 4,150,535 $ 4.67 3.87 $ 42,582 Exercisable, June 30, 2017 4,094,979 $ 4.56 3.91 $ 42,582 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Employee Options Number of Weighted Weighted Aggregate Outstanding July 1, 2015 - $ - - $ - Options assumed in reverse merger 182,259 12.45 - - Expired/forfeited (22,442) 12.35 - - Outstanding June 30, 2016 159,817 $ 12.46 6.30 $ 11,864 Issued 71,429 1.75 9.93 Expired/forfeited (4,344) 15.35 Outstanding June 30, 2017 226,902 $ 9.04 6.97 $ - Exercisable, June 30, 2017 142,147 $ 12.16 5.18 $ - Weighted Average Weighted Remaining Average Contractual Aggregate Director Options Number of Exercise Price Life Intrinsic Outstanding July 1, 2015 - $ - - $ - Options assumed in reverse merger 433,887 4.46 - - Granted 51,645 3.42 - - Outstanding June 30, 2016 485,532 $ 4.35 4.87 $ 198,346 Granted 154,866 2.92 10.01 Expired/forfeited (38,087) 9.61 - Outstanding June 30, 2017 602,311 $ 3.57 6.11 $ - |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | Restricted Stock unit activity under the Company’s restricted stock unit plans for employees and non-executive directors for the year ended June 30, 2017 is as follows: Employees Information Number of Weighted Average Weighted Aggregate Outstanding June 30, 2016 - $ - - - $ - Granted 411,429 1.75 - 1.92 Expired/Forfeited - - - - $ - Outstanding June 30, 2017 411,429 $ 1.75 - 1.92 $ - |
Fair Value Measurements and O32
Fair Value Measurements and Other Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 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: Exercise Price $ 2.03 2.07 Risk free interest rate 1.23% - 1.78% Expected volatility 50% - 60% Remaining term 0.72 4.47 years |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following tables provide a summary of the changes in fair value, including net transfers in and/or out, of all financial assets / (liabilities) measured at fair value on a recurring basis using significant unobservable inputs during the year ended June 30, 2017. Total Balance - June 30, 2016 $ 1,051,000 Embedded conversion feature in March 2017 convertible notes 328,422 Change in fair value of derivative liabilities (828,382) Balance - June 30, 2017 $ 551,040 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Select financial information related to the Company’s segments is presented below: Authentidate AEON Total Year ended June 30, 2017 Net revenues 1,286,697 18,912,074 20,198,771 Cost of revenues 1,178,586 3,021,859 4,200,445 Operating expenses 8,048,426 17,529,642 25,578,068 Operating income (loss) (6,761,730) 1,382,432 (5,379,298) Year ended June 30, 2016 Net revenues 624,204 33,952,712 34,576,916 Cost of revenues 219,798 6,657,321 6,877,119 Operating expenses 1,980,782 26,799,513 28,780,295 Operating income (loss) (1,356,578) 7,153,199 5,796,621 June 30, 2017 Total assets 11,772,871 4,958,807 16,731,678 June 30, 2016 Total Assets 44,895,538 6,777,791 51,673,329 |
Description of Business, Reve34
Description of Business, Reverse Merger and Liquidity (Details Textual) - USD ($) | 12 Months Ended | ||||||
Jun. 30, 2017 | Mar. 20, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Working Capital Deficit | $ 5,986,583 | ||||||
Cash and Cash Equivalents, at Carrying Value | 1,121,763 | $ 1,155,273 | $ 356,077 | $ 600,668 | $ 1,414,706 | $ 5,190,540 | |
Long-term Debt | 2,545,199 | $ 2,977,811 | |||||
Monthly Operational Requirement | 1,300,000 | ||||||
Senior Subordinated Notes [Member] | |||||||
Long-term Debt | 270,000 | $ 2,545,199 | |||||
Senior Secured Convertible Notes [Member] | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,122,000 | ||||||
Debt Instrument, Maturity Date | Mar. 20, 2018 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Details Textual) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | |
Accounting Policies [Line Items] | |||||
Allowance for Doubtful Accounts Receivable, Current | $ 923,000 | $ 769,000 | |||
Cash, Uninsured Amount | 871,000 | 1,165,000 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 26,764,000 | ||||
Deferred Tax Assets, Net, Noncurrent | $ 11,848,017 | $ 38,493,000 | $ 38,493,000 | $ 38,538,404 | $ 38,493,000 |
Restatement and Correction of36
Restatement and Correction of Error (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Current assets | ||||||
Cash and cash equivalents | $ 1,121,763 | $ 1,155,273 | $ 356,077 | $ 600,668 | $ 1,414,706 | $ 5,190,540 |
Restricted cash | 120,695 | 120,695 | 120,695 | 120,695 | 120,695 | |
Accounts receivable, net | 1,020,988 | 1,731,859 | 1,074,660 | 2,567,418 | 2,142,514 | |
Inventory | 347,750 | 394,611 | 403,870 | 244,901 | 337,907 | |
Prepaid expenses and other current assets | 58,711 | 124,933 | 121,248 | 205,324 | 170,944 | |
Total current assets | 2,669,907 | 3,527,371 | 2,076,550 | 3,739,006 | 4,186,766 | |
Property and equipment, net | 2,203,543 | 2,581,287 | 2,881,518 | 3,182,735 | 3,476,670 | |
Other assets | ||||||
Intangibles, net | 0 | 1,909,733 | 2,002,790 | 2,095,492 | 2,188,682 | |
Deferred tax asset | 11,848,017 | 38,493,000 | 38,493,000 | 38,538,404 | 38,493,000 | |
Goodwill | 0 | 3,318,000 | 3,318,000 | 3,318,000 | 3,318,000 | |
Deposits | 10,211 | 10,211 | 10,211 | 10,211 | 10,211 | |
Total assets | 16,731,678 | 49,839,602 | 48,782,069 | 50,883,848 | 51,673,329 | |
Current liabilities | ||||||
Accounts payable | 2,177,722 | 2,874,281 | 3,198,604 | 4,138,377 | 4,329,187 | |
Accrued expenses | 2,168,090 | 1,316,807 | 1,285,818 | 1,209,326 | 1,751,234 | |
Accrued commissions | 427,627 | 1,288,609 | 1,034,009 | 922,896 | 1,106,555 | |
Accrued dividends | 644,979 | 557,726 | 603,248 | 5,975,222 | 402,000 | |
Notes payable | 2,545,197 | 1,920,000 | 2,452,811 | |||
Warrant liability | 551,040 | 987,015 | 915,399 | 1,537,219 | 1,051,000 | |
Total current liabilities | 8,656,490 | 9,569,635 | 8,957,078 | 16,235,851 | 11,617,787 | |
Deferred rent | 45,000 | 123,008 | 109,505 | 94,697 | 114,379 | |
Total liabilities | 8,701,490 | 9,692,643 | 9,066,583 | 16,330,548 | 11,732,166 | |
Shareholders' equity | ||||||
Preferred stock | 63,000 | 63,000 | 63,300 | 63,300 | 63,300 | |
Common stock | 8,938 | 7,168 | 7,168 | 5,772 | 5,772 | |
Additional paid-in capital | 44,307,479 | 44,024,631 | 43,936,054 | 38,405,902 | 38,316,376 | |
Retained earnings | (36,349,229) | (3,947,840) | (4,291,036) | (3,921,674) | 1,555,715 | |
Total shareholders' equity | 8,030,188 | 40,146,959 | 39,715,486 | 34,553,300 | 39,941,163 | $ 5,398,873 |
Total liabilities and shareholders' equity | $ 16,731,678 | 49,839,602 | 48,782,069 | 50,883,848 | 51,673,329 | |
Scenario, Previously Reported [Member] | ||||||
Current assets | ||||||
Cash and cash equivalents | 1,155,273 | 356,077 | 600,668 | 1,414,706 | ||
Restricted cash | 120,695 | 120,695 | 120,695 | |||
Accounts receivable, net | 1,731,859 | 1,074,660 | 2,567,418 | |||
Inventory | 46,861 | 66,820 | 84,401 | |||
Prepaid expenses and other current assets | 124,933 | 121,248 | 205,324 | |||
Total current assets | 3,179,621 | 1,739,500 | 3,578,506 | |||
Property and equipment, net | 2,581,287 | 2,881,518 | 3,182,735 | |||
Other assets | ||||||
Intangibles, net | 1,909,733 | 2,002,790 | 2,095,492 | |||
Deferred tax asset | 38,493,000 | 38,493,000 | 38,538,404 | |||
Goodwill | 3,318,000 | 3,318,000 | 3,318,000 | |||
Deposits | 10,211 | 10,211 | 10,211 | |||
Total assets | 49,491,852 | 48,445,019 | 50,723,348 | |||
Current liabilities | ||||||
Accounts payable | 2,874,281 | 3,198,604 | 4,138,377 | |||
Accrued expenses | 956,807 | 1,285,818 | 1,209,326 | |||
Accrued commissions | 1,288,609 | 1,034,009 | 922,896 | |||
Accrued dividends | 557,726 | 603,248 | 5,975,222 | |||
Notes payable | 2,545,197 | 1,920,000 | 2,452,811 | |||
Warrant liability | 987,015 | 915,399 | 1,537,219 | |||
Total current liabilities | 9,209,635 | 8,957,078 | 16,235,851 | |||
Deferred rent | 123,008 | 109,505 | 94,697 | |||
Total liabilities | 9,332,643 | 9,066,583 | 16,330,548 | |||
Shareholders' equity | ||||||
Preferred stock | 63,000 | 63,300 | 63,300 | |||
Common stock | 7,168 | 7,168 | 5,772 | |||
Additional paid-in capital | 44,024,631 | 43,936,054 | 38,405,902 | |||
Retained earnings | (3,935,590) | (4,628,086) | (4,082,174) | |||
Total shareholders' equity | 40,159,209 | 39,378,436 | 34,392,800 | |||
Total liabilities and shareholders' equity | 49,491,852 | 48,445,019 | 50,723,348 | |||
Restatement Adjustment [Member] | ||||||
Current assets | ||||||
Cash and cash equivalents | 0 | 0 | 0 | $ 0 | ||
Restricted cash | 0 | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | 0 | |||
Inventory | 347,750 | 337,050 | 160,500 | |||
Prepaid expenses and other current assets | 0 | 0 | 0 | |||
Total current assets | 347,750 | 337,050 | 160,500 | |||
Property and equipment, net | 0 | 0 | 0 | |||
Other assets | ||||||
Intangibles, net | 0 | 0 | 0 | |||
Deferred tax asset | 0 | 0 | 0 | |||
Goodwill | 0 | 0 | 0 | |||
Deposits | 0 | 0 | 0 | |||
Total assets | 347,750 | 337,050 | 160,500 | |||
Current liabilities | ||||||
Accounts payable | 0 | 0 | 0 | |||
Accrued expenses | 360,000 | 0 | 0 | |||
Accrued commissions | 0 | 0 | 0 | |||
Accrued dividends | 0 | 0 | 0 | |||
Notes payable | 0 | 0 | 0 | |||
Warrant liability | 0 | 0 | 0 | |||
Total current liabilities | 360,000 | 0 | 0 | |||
Deferred rent | 0 | 0 | 0 | |||
Total liabilities | 360,000 | 0 | 0 | |||
Shareholders' equity | ||||||
Preferred stock | 0 | |||||
Common stock | 0 | |||||
Additional paid-in capital | 0 | 0 | 0 | |||
Retained earnings | (12,250) | 337,050 | 160,500 | |||
Total shareholders' equity | (12,250) | 337,050 | 160,500 | |||
Total liabilities and shareholders' equity | $ 347,750 | $ 337,050 | $ 160,500 |
Restatement and Correction of37
Restatement and Correction of Error (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net revenues | |||||||
Fees for services | $ 5,212,634 | $ 4,565,435 | $ 5,691,296 | $ 18,912,074 | $ 33,952,712 | ||
Hosted software services | 314,812 | 311,671 | 346,934 | 1,259,951 | 601,368 | ||
Telehealth services | 4,364 | 9,707 | 11,845 | 26,746 | 22,836 | ||
Total net revenues | 5,531,810 | 4,886,813 | 6,050,075 | 20,198,771 | 34,576,916 | ||
Operating expenses | |||||||
Cost of revenues | 897,590 | 951,668 | 1,006,496 | 4,200,445 | 6,877,119 | ||
Write-down of inventory | 0 | 0 | 237,674 | $ 237,674 | $ 237,674 | ||
Selling, general and administrative | 3,748,403 | 4,293,640 | 3,582,001 | 14,288,727 | 19,168,979 | ||
Depreciation and amortization | 393,510 | 394,484 | 408,663 | 803,147 | 1,196,435 | 1,667,237 | 1,149,695 |
Total operating expenses | 5,039,503 | 5,639,792 | 5,234,834 | 25,578,069 | 28,780,295 | ||
Operating income | 492,307 | (752,979) | 815,241 | (5,379,298) | 5,796,621 | ||
Other expense, net | (74,248) | 529,645 | 764,812 | ||||
Income before provision for income taxes | 418,059 | (223,334) | 50,429 | (5,425,733) | 5,589,732 | ||
Income tax provision | 0 | 45,404 | 45,404 | 26,647,781 | 324,704 | ||
Net income | $ 418,059 | $ (268,738) | $ 95,833 | (532,945) | 245,154 | $ (32,073,514) | $ 5,265,028 |
Earnings per share | |||||||
Basic earnings (loss) per common share | $ 0.10 | $ (0.06) | $ 0 | $ (4.51) | $ 1.72 | ||
Diluted earnings (loss) per common share | $ 0.04 | $ (0.06) | $ 0 | $ (4.51) | $ 1.32 | ||
Scenario, Previously Reported [Member] | |||||||
Net revenues | |||||||
Fees for services | $ 5,212,634 | $ 4,565,435 | $ 5,691,296 | ||||
Hosted software services | 314,812 | 311,671 | 346,934 | ||||
Telehealth services | 4,364 | 9,707 | 11,845 | ||||
Total net revenues | 5,531,810 | 4,886,813 | 6,050,075 | ||||
Operating expenses | |||||||
Cost of revenues | 908,290 | 1,128,218 | 1,166,996 | ||||
Write-down of inventory | 0 | 0 | 237,674 | 237,674 | 237,674 | ||
Selling, general and administrative | 3,388,403 | 4,293,640 | 3,582,001 | ||||
Depreciation and amortization | 393,510 | 394,484 | 408,663 | 803,147 | 1,196,435 | ||
Total operating expenses | 4,690,203 | 5,816,342 | 5,395,334 | ||||
Operating income | 841,607 | (929,529) | 654,741 | ||||
Other expense, net | (74,248) | 529,645 | 764,812 | ||||
Income before provision for income taxes | 767,359 | (399,884) | (110,071) | ||||
Income tax provision | 0 | 45,404 | 45,404 | ||||
Net income | $ 767,359 | $ (445,288) | $ (64,667) | (509,995) | 257,404 | ||
Earnings per share | |||||||
Basic earnings (loss) per common share | $ 0.10 | $ (0.09) | $ (0.03) | ||||
Diluted earnings (loss) per common share | $ 0.04 | $ (0.09) | $ (0.03) | ||||
Restatement Adjustment [Member] | |||||||
Net revenues | |||||||
Fees for services | $ 0 | $ 0 | $ 0 | ||||
Hosted software services | 0 | 0 | 0 | ||||
Telehealth services | 0 | 0 | 0 | ||||
Total net revenues | 0 | 0 | 0 | ||||
Operating expenses | |||||||
Cost of revenues | (10,700) | (176,550) | (160,500) | ||||
Write-down of inventory | 0 | 0 | 0 | 0 | 0 | ||
Selling, general and administrative | 360,000 | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | 0 | ||
Total operating expenses | 349,300 | (176,550) | (160,500) | ||||
Operating income | (349,300) | 176,550 | 160,500 | ||||
Other expense, net | 0 | 0 | 0 | ||||
Income before provision for income taxes | (349,300) | 176,550 | 160,500 | ||||
Income tax provision | 0 | 0 | 0 | ||||
Net income | $ (349,300) | $ 176,550 | $ 160,500 | $ 337,050 | $ (12,250) | ||
Earnings per share | |||||||
Basic earnings (loss) per common share | $ 0 | $ 0.03 | $ 0.03 | ||||
Diluted earnings (loss) per common share | $ 0 | $ 0.03 | $ 0.03 |
Restatement and Correction of38
Restatement and Correction of Error (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | |||||||
Net Income | $ 418,059 | $ (268,738) | $ 95,833 | $ (532,945) | $ 245,154 | $ (32,073,514) | $ 5,265,028 |
Adjustments to reconcile net income to cash provided by operating activities | |||||||
Write off of inventory | 0 | 0 | 237,674 | 237,674 | 237,674 | ||
Loss on debt extinguishment | 0 | 0 | 258,037 | (258,037) | 0 | ||
Change in fair value of derivative liabilities | 486,219 | (135,601) | (392,407) | (828,382) | (15,000) | ||
Deferred taxes | (45,404) | 0 | 0 | 26,644,983 | 311,000 | ||
Depreciation and amortization | 393,510 | 394,484 | 408,663 | 803,147 | 1,196,435 | 1,667,237 | 1,149,695 |
Share based compensation | 89,526 | 148,476 | 186,753 | 286,984 | 1,584,502 | ||
Deferred rent | (19,682) | (4,874) | 0 | ||||
Changes in assets and liabilities | |||||||
Accounts receivable | (424,904) | 1,067,894 | 410,655 | (1,121,526) | 2,737,486 | ||
Inventory | (144,668) | (303,637) | (294,378) | 9,843 | (56,757) | ||
Prepaid expenses and other current assets | (34,380) | 49,696 | 46,011 | (112,232) | (295,741) | ||
Accounts payable | (190,810) | (1,130,583) | (1,454,907) | ||||
Accrued expenses | (541,908) | (465,416) | (59,229) | 976,443 | 753,234 | ||
Accrued commissions | (183,659) | (72,546) | 182,054 | (678,928) | 416,300 | ||
Deferred rent | 0 | 0 | 8,629 | (72,454) | (82,129) | ||
Net cash provided by (used by) operating activities | (273,589) | 21,285 | 570,481 | 536,971 | 7,921,749 | ||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (15,449) | (22,103) | (22,103) | (22,103) | (1,730,664) | ||
Net cash used in investing activities | (15,449) | (22,103) | (22,103) | (22,103) | (1,650,560) | ||
Cash flows from financing activities | |||||||
Proceeds from note payable - related party | 0 | 0 | 250,000 | ||||
Repayment of notes payable | (525,000) | (1,057,811) | (1,057,811) | (1,057,811) | (1,100,000) | ||
Net cash used in financing activities | (525,000) | (1,057,811) | (807,811) | (807,811) | (10,047,023) | ||
Net decrease in cash and cash equivalents | (814,038) | (1,058,629) | (259,433) | (292,943) | (3,775,834) | ||
Cash beginning of period | 356,077 | 600,668 | 1,414,706 | 1,414,706 | 1,414,706 | 1,414,706 | 5,190,540 |
Cash end of period | 1,155,273 | 356,077 | 600,668 | 356,077 | 1,155,273 | 1,121,763 | 1,414,706 |
Scenario, Previously Reported [Member] | |||||||
Cash Flows from Operating Activities | |||||||
Net Income | 767,359 | (445,288) | (64,667) | (509,995) | 257,404 | ||
Adjustments to reconcile net income to cash provided by operating activities | |||||||
Write off of inventory | 0 | 0 | 237,674 | 237,674 | 237,674 | ||
Loss on debt extinguishment | 0 | 0 | 258,037 | ||||
Change in fair value of derivative liabilities | 486,219 | (135,601) | (392,407) | ||||
Deferred taxes | (45,404) | 0 | 0 | ||||
Depreciation and amortization | 393,510 | 394,484 | 408,663 | 803,147 | 1,196,435 | ||
Share based compensation | 89,526 | 148,476 | 186,753 | ||||
Deferred rent | (19,682) | (4,874) | 0 | ||||
Changes in assets and liabilities | |||||||
Accounts receivable | (424,904) | 1,067,894 | 410,655 | ||||
Inventory | 15,832 | 33,413 | 53,372 | ||||
Prepaid expenses and other current assets | (34,380) | 49,696 | 46,011 | ||||
Accounts payable | (190,810) | (1,130,583) | (1,454,907) | ||||
Accrued expenses | (541,908) | (465,416) | (419,229) | ||||
Accrued commissions | (183,659) | (72,546) | 182,054 | ||||
Deferred rent | 0 | 0 | 8,629 | ||||
Net cash provided by (used by) operating activities | (273,589) | 21,285 | 570,481 | ||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (15,449) | (22,103) | (22,103) | ||||
Net cash used in investing activities | (15,449) | (22,103) | (22,103) | ||||
Cash flows from financing activities | |||||||
Proceeds from note payable - related party | 0 | 0 | 250,000 | ||||
Repayment of notes payable | (525,000) | (1,057,811) | (1,057,811) | ||||
Net cash used in financing activities | (525,000) | (1,057,811) | (807,811) | ||||
Net decrease in cash and cash equivalents | (814,038) | (1,058,629) | (259,433) | ||||
Cash beginning of period | 356,077 | 600,668 | 1,414,706 | 1,414,706 | 1,414,706 | 1,414,706 | |
Cash end of period | 1,155,273 | 356,077 | 600,668 | 356,077 | 1,155,273 | 1,414,706 | |
Restatement Adjustment [Member] | |||||||
Cash Flows from Operating Activities | |||||||
Net Income | (349,300) | 176,550 | 160,500 | 337,050 | (12,250) | ||
Adjustments to reconcile net income to cash provided by operating activities | |||||||
Write off of inventory | 0 | 0 | 0 | 0 | 0 | ||
Loss on debt extinguishment | 0 | 0 | 0 | ||||
Change in fair value of derivative liabilities | 0 | 0 | 0 | ||||
Deferred taxes | 0 | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 | 0 | ||
Share based compensation | 0 | 0 | 0 | ||||
Deferred rent | 0 | 0 | 0 | ||||
Changes in assets and liabilities | |||||||
Accounts receivable | 0 | 0 | 0 | ||||
Inventory | (160,500) | (337,050) | (347,750) | ||||
Prepaid expenses and other current assets | 0 | 0 | 0 | ||||
Accounts payable | 0 | 0 | 0 | ||||
Accrued expenses | 0 | 0 | 360,000 | ||||
Accrued commissions | 0 | 0 | 0 | ||||
Deferred rent | 0 | 0 | 0 | ||||
Net cash provided by (used by) operating activities | 0 | 0 | 0 | ||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | 0 | 0 | 0 | ||||
Net cash used in investing activities | 0 | 0 | 0 | ||||
Cash flows from financing activities | |||||||
Proceeds from note payable - related party | 0 | 0 | 0 | ||||
Repayment of notes payable | 0 | 0 | 0 | ||||
Net cash used in financing activities | 0 | 0 | 0 | ||||
Net decrease in cash and cash equivalents | 0 | 0 | 0 | ||||
Cash beginning of period | 0 | 0 | 0 | 0 | 0 | $ 0 | |
Cash end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Reverse Merger (Details)
Reverse Merger (Details) | Jun. 30, 2017USD ($) | |
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 $4.71 per share, which was the closing price of AHC common shares on the effective date of the merger. | |
[3] | Represents outstanding and vested AHC stock options and warrants acquired in connection with the reverse merger. |
Reverse Merger (Details 1)
Reverse Merger (Details 1) | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Employee Stock Option [Member] | |
Reverse Merger [Line Items] | |
Shares outstanding and vested | shares | 613,245 |
Expected dividend rate | 0.00% |
Employee Stock Option [Member] | Minimum [Member] | |
Reverse Merger [Line Items] | |
Weighted average exercise price | $ 1.75 |
Volatility | 62.33% |
Risk-free interest rate | 1.63% |
Expected life (years) | 4 years |
Share price | $ 4.35 |
Employee Stock Option [Member] | Maximum [Member] | |
Reverse Merger [Line Items] | |
Weighted average exercise price | $ 4.46 |
Volatility | 85.10% |
Risk-free interest rate | 2.21% |
Expected life (years) | 6 years 11 months 16 days |
Share price | $ 12.92 |
Warrant [Member] | |
Reverse Merger [Line Items] | |
Shares outstanding and vested | shares | 4,150,535 |
Weighted average exercise price | $ 2.07 |
Volatility | 50.00% |
Expected dividend rate | 0.00% |
Share price | $ 1.60 |
Warrant [Member] | Minimum [Member] | |
Reverse Merger [Line Items] | |
Risk-free interest rate | 1.70% |
Expected life (years) | 3 years 11 months 8 days |
Warrant [Member] | Maximum [Member] | |
Reverse Merger [Line Items] | |
Risk-free interest rate | 1.78% |
Expected life (years) | 4 years 5 months 19 days |
Reverse Merger (Details 2)
Reverse Merger (Details 2) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | 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 | ||||
Warrant liability | 1,066,000 | ||||
Total liabilities assumed | 9,004,000 | ||||
Net assets acquired | 33,482,000 | ||||
Goodwill | 0 | $ 3,318,000 | $ 3,318,000 | $ 3,318,000 | $ 3,318,000 |
Total purchase consideration | $ 36,800,000 |
Reverse Merger (Details 3)
Reverse Merger (Details 3) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Reverse Merger [Line Items] | |
Net revenues | $ 35,361,000 |
Net loss | $ 4,366,000 |
Reverse Merger (Details Textual
Reverse Merger (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 11, 2016 | Jan. 27, 2016 | Jun. 30, 2017 | |
Reverse Merger [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 36,800,000 | ||
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 | ||
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 | 1,155,415 | ||
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% |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 |
Inventory [Line Items] | |||||
Laboratory testing supplies | $ 347,750 | $ 100,233 | |||
Purchased components | 0 | 31,068 | |||
Finished goods | 0 | 206,606 | |||
Total inventory | $ 347,750 | $ 394,611 | $ 403,870 | $ 244,901 | $ 337,907 |
Property, Plant and Equipment45
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | ||
Property, Plant and Equipment [Line Items] | ||||||
Machinery and equipment | $ 5,397,737 | $ 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 | 5,964,961 | 6,153,713 | ||||
Less: Accumulated depreciation and amortization | (3,761,418) | (2,677,043) | ||||
Property and equipment, net | $ 2,203,543 | $ 2,581,287 | $ 2,881,518 | $ 3,182,735 | $ 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 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 2,344,000 | $ 2,344,000 | |||
Accumulated Amortization | 527,324 | 155,318 | |||
Impairment | 1,816,676 | 0 | |||
Net Book Value | 0 | 2,188,682 | |||
Goodwill, Gross | 3,318,000 | 3,318,000 | |||
Goodwill, Impaired, Accumulated Impairment Loss | 3,318,000 | ||||
Goodwill | 0 | 3,318,000 | $ 3,318,000 | $ 3,318,000 | $ 3,318,000 |
Trademarks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 550,000 | 550,000 | |||
Accumulated Amortization | 111,310 | 32,738 | |||
Impairment | 438,690 | ||||
Net Book Value | $ 0 | 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 | 416,014 | 122,580 | |||
Impairment | 1,377,986 | ||||
Net Book Value | $ 0 | $ 1,671,420 | |||
Useful Life In Years | 7 years |
Intangible Assets (Details Text
Intangible Assets (Details Textual) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill and Intangible Asset Impairment | $ 5,134,676 |
Cost Of Equity Rate | 14.40% |
Long-term Debt [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost Of Equity Rate | 4.40% |
Finite-Lived Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value Assumptions, Risk Free Interest Rate | 2.60% |
Fair Value Inputs, Discount Rate | 14.10% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Current: | |||||||
Federal | $ 0 | $ 0 | |||||
State | 4,000 | 13,704 | |||||
Total current | 4,000 | 13,704 | |||||
Deferred: | |||||||
Federal | 26,613,369 | 273,000 | |||||
State | 30,412 | 38,000 | |||||
Total deferred | $ (45,404) | $ 0 | $ 0 | 26,644,983 | 311,000 | ||
Income tax provision | $ 0 | $ 45,404 | $ 45,404 | $ 26,647,781 | $ 324,704 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income taxes at the federal statutory rate | $ (1,894,749) | $ 1,901,000 | |||
State income taxes, net of federal income tax effect | (143,944) | 51,704 | |||
Permanent tax differences | 1,135,075 | (2,914,000) | |||
481(a) adjustments | 0 | 1,287,000 | |||
Change in valuation allowance | 27,500,720 | 0 | |||
Other | 679 | (1,000) | |||
Provision for income taxes | $ 0 | $ 45,404 | $ 45,404 | $ 26,647,781 | $ 324,704 |
Income taxes at the federal statutory rate | 34.00% | ||||
State income taxes, net of federal income tax effect | 0.92% | ||||
Permanent tax differences | 52.13% | ||||
481(a) adjustments | 23.03% | ||||
Change in valuation allowance | 0.00% | ||||
Other | (0.01%) | ||||
Effective Income Tax Rate Reconciliation, Percent | 5.81% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Deferred tax assets: | ||
Accrued compensation | $ 615,000 | $ 395,000 |
Accounts receivable allowance | 367,000 | 292,000 |
Intangible assets | 287,000 | 352,000 |
Other liabilities | 237,000 | 43,000 |
Net operating loss and other carryforwards | 60,996,000 | 60,357,000 |
Total gross deferred assets | 62,502,000 | 61,439,000 |
Less: Valuation Allowance | (49,247,000) | (21,745,000) |
Deferred tax asset after valuation allowance | 13,255,000 | 39,694,000 |
Deferred tax liabilities: | ||
Depreciation | (705,000) | (644,000) |
Warrant derivative | (331,000) | 0 |
Change in accounting method | (371,000) | (557,000) |
Total deferred tax liability | (1,407,000) | (1,201,000) |
Net Deferred Tax Asset | $ 11,848,000 | $ 38,493,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Taxes [Line Items] | ||
Deferred Tax Assets, Tax Deferred Expense | $ 1,498,000 | |
Operating Loss Carryforwards | 239,700,000 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 27,500,720 | $ 0 |
Allowance for Promotions [Member] | ||
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 27,500,000 | |
Separate Return Limitation Year SRLY [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | 5,300,000 | |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $ 166,600,000 | |
Federal [Member] | Earliest Tax Year [Member] | ||
Income Taxes [Line Items] | ||
Net Operating Loss Carryforwards Expiration Period | 2,019 | |
Federal [Member] | Latest Tax Year [Member] | ||
Income Taxes [Line Items] | ||
Net Operating Loss Carryforwards Expiration Period | 2,037 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $ 73,100,000 | |
State [Member] | Earliest Tax Year [Member] | ||
Income Taxes [Line Items] | ||
Net Operating Loss Carryforwards Expiration Period | 2,018 | |
State [Member] | Latest Tax Year [Member] | ||
Income Taxes [Line Items] | ||
Net Operating Loss Carryforwards Expiration Period | 2,037 |
Related Party Notes Payable (De
Related Party Notes Payable (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Note payable | ||
Secured | $ 1,270,000 | |
Unsecured | 1,707,811 | |
Total | $ 2,545,199 | 2,977,811 |
Secured Note One [Member] | ||
Note payable | ||
Secured | $ 1,056,875 | $ 950,000 |
Interest Terms | 5.00% | 9.00% |
Secured Note Two [Member] | ||
Note payable | ||
Secured | $ 641,294 | $ 320,000 |
Interest Terms | 5.00% | 10.00% |
Secured Note Three [Member] | ||
Note payable | ||
Secured | $ 255,417 | |
Interest Terms | 5.00% | |
Secured Note Four [Member] | ||
Note payable | ||
Secured | $ 591,613 | |
Interest Terms | 5.00% | |
Unsecured Debt One [Member] | ||
Note payable | ||
Unsecured | $ 532,811 | |
Interest Terms | 20.00% | |
Unsecured Debt Two [Member] | ||
Note payable | ||
Unsecured | $ 200,000 | |
Interest Terms | 20.00% | |
Unsecured Debt Three [Member] | ||
Note payable | ||
Unsecured | $ 525,000 | |
Interest Terms | 20.00% | |
Unsecured Debt Four [Member] | ||
Note payable | ||
Unsecured | $ 450,000 | |
Interest Terms | 20.00% |
Related Party Notes Payable (53
Related Party Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 20, 2017 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 31, 2017 | |
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of promissory notes | $ 320,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 4.86 | |||||||
Liabilities and Equity | $ 50,883,848 | $ 50,883,848 | $ 48,782,069 | $ 49,839,602 | $ 16,731,678 | $ 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 | ||||||
Gains (Losses) on Extinguishment of Debt | $ 0 | $ 0 | $ 258,037 | $ (258,037) | $ 0 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | 50,000 | |||||||
Dividends, Preferred Stock | $ 0 | $ 160,205 | ||||||
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 | |||||||
Optimum Ventures, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date, description | (i)October28, 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. | |||||||
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 | |||||||
J.DavidLuce [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
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. | |||||||
Senior Secured Promissory Note 10.0% Interest Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | $ 3 | ||||||
Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | $ 3 | $ 2.03 | |||||
Long-term Debt, Gross | $ 641,294 | |||||||
Unsecured Debt, Current | $ 320,000 | |||||||
Promissory Notes [Member] | Optimum Ventures, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of promissory notes | $ 450,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 2.03 | |||||||
Effective interest rate of notes | 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] | J.DavidLuce [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | |||||||
Aggregate principal amount of promissory notes | $ 200,000 | |||||||
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% | |||||||
Convertible Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 9.00% | ||||||
Aggregate principal amount of promissory notes | $ 950,000 | |||||||
Issuance of warrants | 422,222 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 2.03 | $ 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% | 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic earnings (loss) per share | |||||||
Net income (loss) | $ 418,059 | $ (268,738) | $ 95,833 | $ (532,945) | $ 245,154 | $ (32,073,514) | $ 5,265,028 |
Preferred stock dividends | (358,832) | 160,205 | |||||
Net income (loss) available\to common shareholders after preferred stock dividends | $ (32,432,346) | $ 5,104,823 | |||||
Weighted average shares used in the computation of basic earnings per share | 7,188,900 | 2,976,049 | |||||
Earnings (loss) per share - basic | $ 0.10 | $ (0.06) | $ 0 | $ (4.51) | $ 1.72 | ||
Dilutive earnings per share | |||||||
Income available to common shareholders | $ (32,432,346) | $ 5,104,823 | |||||
Interest on convertible debt | 0 | 45,879 | |||||
Preferred stock dividends | 0 | 160,205 | |||||
Change in fair value of derivative liability | 0 | (9,060) | |||||
Net income applicable to common shareholders plus assumed conversions | $ (32,432,346) | $ 5,301,847 | |||||
Weighted average shares used in the computation of basic earnings per share | 7,188,900 | 2,976,049 | |||||
Dilutive effect of options, warrants, convertible debt and convertible preferred stock | 0 | 1,041,161 | |||||
Shares used in the computation of diluted earnings per share | 7,188,900 | 4,017,210 | |||||
Earnings per share - diluted | $ 0.04 | $ (0.06) | $ 0 | $ (4.51) | $ 1.32 | ||
Employee Stock Option [Member] | |||||||
Dilutive earnings per share | |||||||
Anti-Dilutive Options Excluded | 5,627,516 | 0 |
Equity (Details 1)
Equity (Details 1) - Warrants [Member] - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Number of Shares | |||
Outstanding, Beginning balance | 4,205,535 | 0 | |
Warrants assumed in reverse merger | 4,313,180 | ||
Expired/forfeited | (55,000) | (107,645) | |
Warrants issued | 0 | ||
Outstanding, Ending balance | 4,150,535 | 4,205,535 | 0 |
Exercisable, June 30, 2017 | 4,094,979 | ||
Weighted Average Exercise Price Per Share | |||
Outstanding, Beginning balance | $ 4.91 | $ 0 | |
Warrants assumed in reverse merger | 5.24 | ||
Expired/forfeited | 14.4 | 18 | |
Outstanding, Ending balance | 4.67 | $ 4.91 | $ 0 |
Exercisable, June 30, 2017 | $ 4.56 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding | 3 years 10 months 13 days | 4 years 8 months 5 days | 0 years |
Exercisable, June 30, 2017 | 3 years 10 months 28 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 42,582 | $ 1,992,535 | $ 0 |
Exercisable, June 30, 2017 | $ 42,582 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 20, 2017 | Jun. 30, 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 | $ 635,604 | ||
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 | |
Dividends Payable | $ 9,375 | ||
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 Preferred Stock [Member] | Restatement Adjustment [Member] | |||
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 ($) | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employees Information [Member] | |||
Number of Shares | |||
Outstanding, Balance | 159,817 | 0 | |
Options assumed in reverse merger | 182,259 | ||
Issued | 71,429 | ||
Expired/forfeited | (4,344) | (22,442) | |
Outstanding, Balance | 226,902 | 159,817 | 0 |
Exercisable, Balance | 142,147 | ||
Weighted Average Exercise Price Per Share | |||
Outstanding, Balance | $ 12.46 | $ 0 | |
Options assumed in reverse merger | 12.45 | ||
Issued | 1.75 | ||
Expired/forfeited | 15.35 | 12.35 | |
Outstanding, Balance | 9.04 | $ 12.46 | $ 0 |
Exercisable, Balance | $ 12.16 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding, Balance | 6 years 11 months 19 days | 6 years 3 months 18 days | 0 years |
Issued, Balance | 9 years 11 months 5 days | ||
Exercisable, Balance | 5 years 2 months 5 days | ||
Aggregate Intrinsic Value | |||
Outstanding Balance | $ 0 | $ 11,864 | $ 0 |
Expired/Forfeited | $ 0 | ||
Exercisable Balance | $ 0 | ||
Director [Member] | |||
Number of Shares | |||
Outstanding, Balance | 485,532 | 0 | |
Options assumed in reverse merger | 433,887 | ||
Issued | 154,866 | 51,645 | |
Expired/forfeited | (38,087) | ||
Outstanding, Balance | 602,311 | 485,532 | 0 |
Weighted Average Exercise Price Per Share | |||
Outstanding, Balance | $ 4.35 | $ 0 | |
Options assumed in reverse merger | 4.46 | ||
Issued | 2.92 | 3.42 | |
Expired/forfeited | 9.61 | ||
Outstanding, Balance | $ 3.57 | $ 4.35 | $ 0 |
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding, Balance | 6 years 1 month 10 days | 4 years 10 months 13 days | 0 years |
Issued, Balance | 10 years 4 days | ||
Aggregate Intrinsic Value | |||
Outstanding Balance | $ 0 | $ 198,346 | $ 0 |
Share-Based Compensation (Det58
Share-Based Compensation (Details 1) - Restricted Stock Units (RSUs) [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Number of RSUs, Balance | 0 | |
Number of RSUs, Granted | 411,429 | |
Number of RSUs, Expired/Forfeited | 0 | |
Number of RSUs, Balance | 411,429 | 0 |
Weighted Average Exercise Price, Balance | $ 0 | |
Weighted Average Exercise Price, Granted | 1.75 | |
Weighted Average Exercise Price, Expired/Forfeited | 0 | |
Weighted Average Exercise Price, Balance | $ 1.75 | $ 0 |
Weighted Average Remaining Contractual Life (Years), Outstanding Balance | 1 year 11 months 1 day | 0 years |
Weighted Average Remaining Contractual Life (Years), Granted | 1 year 11 months 1 day | |
Aggregate Intrinsic Value, Outstanding Balance | $ 0 | |
Aggregate Intrinsic Value, Expired/Forfeited | 0 | |
Aggregate Intrinsic Value, Outstanding Balance | $ 0 | $ 0 |
Fair Value Measurements and O59
Fair Value Measurements and Other Financial Instruments (Details) | 12 Months Ended |
Jun. 30, 2017$ / shares | |
Maximum [Member] | |
Exercise Price | $ 2.07 |
Risk free interest rate | 1.78% |
Expected volatility | 60.00% |
Remaining term | 4 years 5 months 19 days |
Minimum [Member] | |
Exercise Price | $ 2.03 |
Risk free interest rate | 1.23% |
Expected volatility | 50.00% |
Remaining term | 8 months 19 days |
Fair Value Measurements and O60
Fair Value Measurements and Other Financial Instruments (Details 1) | 12 Months Ended |
Jun. 30, 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 | (828,382) |
Balance - June 30, 2017 | $ 551,040 |
Fair Value Measurements and O61
Fair Value Measurements and Other Financial Instruments (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 828,382 | $ 15,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 25, 2017 | Jun. 30, 2017 | Jun. 15, 2018 | May 15, 2018 | Oct. 10, 2017 | Sep. 06, 2016 | |
Contingencies And Commitments [Line Items] | ||||||
Loss Contingency Accrual | $ 227,061 | |||||
Severance Costs | $ 341,620 | |||||
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 | |||||
Mr. Richard G. Hersperger [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 38,321 | |||||
Subsequent Event [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Gain Contingency, Unrecorded Amount | $ 116,650 |
Related Party (Details Textual)
Related Party (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | 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 2,032 | |||||
Interest Expense, Related Party | $ 0 | $ 115,000 | ||||
Hanif A [Member] | ||||||
Lease Term | 1 year | |||||
Lease Expiration Date | Dec. 31, 2017 | |||||
Operating Leases, Rent Expense, Minimum Rentals | $ 7,500 | |||||
Lease Renewable Percentage | 3.00% | |||||
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 | $ 562,500 | $ 446,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 5,531,810 | $ 4,886,813 | $ 6,050,075 | $ 20,198,771 | $ 34,576,916 |
Cost of revenues | 897,590 | 951,668 | 1,006,496 | 4,200,445 | 6,877,119 |
Operating expenses | 25,578,068 | 28,780,295 | |||
Operating income (loss) | $ 492,307 | $ (752,979) | $ 815,241 | (5,379,298) | 5,796,621 |
Total assets | 16,731,678 | 51,673,329 | |||
Authentidate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 1,286,697 | 624,204 | |||
Cost of revenues | 1,178,586 | 219,798 | |||
Operating expenses | 8,048,426 | 1,980,782 | |||
Operating income (loss) | (6,761,730) | (1,356,578) | |||
Total assets | 11,772,871 | 44,895,538 | |||
AEON [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 18,912,074 | 33,952,712 | |||
Cost of revenues | 3,021,859 | 6,657,321 | |||
Operating expenses | 17,529,642 | 26,799,513 | |||
Operating income (loss) | 1,382,432 | 7,153,199 | |||
Total assets | $ 4,958,807 | $ 6,777,791 |