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Equity Transactions
6 Months Ended
Dec. 31, 2016
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
Note 8 - Equity Transactions
 
On July 21, 2015, the Board of Directors approved a new employment agreement with Dr. Anil Diwan, the Company’s president. Pursuant to the terms of the employment agreement, the Company’s Board of Directors authorized the issuance of 225,000 Series A preferred shares to Dr. Diwan. 75,000 shares vested on June 30, 2016 and the remainder of the shares will vest over the three years of the employment agreement and are subject to forfeiture. The Company recognized a noncash compensation expense related to the issuance of the Series A Preferred Shares for the three and six months ended December 31, 2016 of $74,317 and $148,633, respectively and for the three and six months ended December 31, 2015 of $77,336 and $154,672, respectively. The remaining balance of $415,777 will be recognized as the remaining shares are vested over the term of the contract.
 
On July 21, 2015, the Board of Directors approved a new employment agreement with Dr. Eugene Seymour, the Company’s Chief Executive Officer. Pursuant to the terms of the employment agreement, the Company’s Board of Directors authorized the issuance of 225,000 Series A preferred shares to Dr. Seymour. 75,000 shares vested on June 30, 2016 and the remainder of the shares will vest over the three years of the employment agreement and are subject to forfeiture. The Company recognized a noncash compensation expense related to the issuance of the Series A Preferred Shares for the three and six months ended December 31, 2016 of $74,317 and $148,633, respectively and for the three and six months ended December 31, 2015 of $77,336 and $154,672, respectively. The remaining balance of $415,777 will be recognized as the remaining shares are vested over the term of the contract.
 
For the three and six months ended December 31, 2016, the Company’s Board of Directors authorized the issuance of 7,716 and 15,432 respectively, fully vested shares of its Series A Convertible Preferred stock for employee compensation. The Company recorded expense of $23,804 and $58,069 respectively.
 
The fair value of the Series A Preferred stock was the following for the dates indicated:
 
Date
 
Shares
 
 
Value
 
7/31/2016
 
 
2,572
 
 
$
11,439
 
8/31/2016
 
 
2,572
 
 
 
11,978
 
9/30/2016
 
 
2,572
 
 
 
10,847
 
10/31/2016
 
 
2,572
 
 
 
9,591
 
11/30/2016
 
 
2,572
 
 
 
7,631
 
12/31/2016
 
 
2,572
 
 
 
6,583
 
 
 
 
 
 
 
 
 
 
 
 
 
15,432
 
 
$
58,069
 
 
There is currently no market for the shares of Series A Preferred Stock and they can only be converted into shares of common stock upon a Change of Control of the Company. A “Change of Control” is defined as an event in which the Company’s shareholders become 60% or less owners of a new entity as a result of a change of ownership, merger or acquisition of the Company or the Company’s intellectual property. In the absence of a Change of Control event, the Series A convertible Preferred Stock is not convertible into common stock, and does not carry any dividend rights or any other financial effects The Company, therefore, estimated the fair value of the Series A Preferred stock granted to various employees and others on the date of grant. The Series A Preferred stock fair value is based on the greater of i) the converted value to common at a ratio of 1:3.5; or ii) the value of the voting rights since the Holder would lose the voting rights upon conversion. The conversion of the shares is triggered by a Change of Control. The valuations of the Series A Preferred Stock at each issuance used the following inputs:
 
a.
The common stock price was in the range $1.69 to $1.12;
 
b.
The calculated weighted average number of shares of common stock in the period;
 
c.
A 26.63% premium over the common shares for the voting preferences;
 
d.
The calculated weighted average number of total voting shares and the monthly shares representing voting rights of 10.71% to 10.76% of the total;
 
e.
The conversion value is based on an assumption for calculation purposes only of a Change of Control in 4 years from October 31, 2016 and a remaining restricted term of 4.00 to 3.84 years;
 
f.
36.95% to 34.72% restricted stock discount (based on a restricted stock analysis and call-put analysis curve: 85.39% to 80.76% volatility, 0.45% to 0.60% risk free rate) applied to the converted common.
 
For the six months ended December 31, 2016, the Scientific Advisory Board (SAB) was granted fully vested warrants to purchase 17,148 shares of common stock with an exercise price of $2.04 per share expiring in August, 2020 and 17,148 shares of common stock with an exercise price of $1.75 per share expiring in November, 2020.  The fair value of the warrants was $9,997 for the three months and $27,145 for the six months ended December 31, 2016 and was recorded as consulting expense.
 
The Company estimated the fair value of the warrants granted to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions:
 
Expected life (year)
 
 
4
 
 
 
 
 
 
Expected volatility
 
 
57.36
%
 
 
 
 
 
Expected annual rate of quarterly dividends
 
 
0.00
%
 
 
 
 
 
Risk-free rate(s)
 
 
1.48
%
 
For the three and six months ended December 31, 2016, the Company’s Board of Directors authorized the issuance of 16,232 and 36,764 respectively, fully vested shares of its common stock with a restrictive legend for consulting services. The Company recorded an expense of $27,000 and $54,000, for the three and six months respectively, which was the fair values on the dates of issuance. 
 
For the three and six months ended December 31, 2016, the Company’s Board of Directors authorized the issuance of 8,406 and 15,183 respectively, fully vested shares of its common stock with a restrictive legend for Director Services. The Company recorded an expense of $11,250 and $22,500, for the three and six months respectively, which was the fair values on the dates of issuance. 
 
On December 31, 2016 two Holders of the Company’s Series B Debentures elected to receive the $80,000 quarterly interest payable in restricted common stock of the Company. For the three months ended December 31, 2016 the Company’s Board of Directors authorized the issuance of 73,733 shares of the Company’s restricted common stock for interest payable to the Holders. The Holders are entities controlled by Dr. Milton Boniuk, a Director of the Company.
 
On December 31, 2016 the Holder of the Company’s Series C Debentures elected to receive the $166,667 interest payable in restricted common stock of the Company. For the three months ended December 31, 2016 the Company’s Board of Directors authorized the issuance of 153,610 shares of the Company’s restricted common stock for interest payable to the Holder. The Holder is an entity controlled by Dr. Milton Boniuk, a Director of the Company.