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Common Stock and Warrants
6 Months Ended
Dec. 31, 2023
Common Stock and Warrants [Abstract]  
COMMON STOCK AND WARRANTS

NOTE 10 – COMMON STOCK AND WARRANTS

 

Registered Direct Offering and Concurrent Private Placement in July 2021

 

On July 20, 2021, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell to such investors an aggregate of 2,436,904 shares (pre-reverse stock split) of the common stock of the Company at a purchase price of $3.48 per share. The offering of the common stock is pursuant to a shelf registration statement on Form S-3 (File No. 333-239183), which was declared effective by the SEC on June 25, 2020. 

 

Concurrently with the sale of the shares of the common stock, the Company also sold warrants to purchase 1,096,608 shares of common stock (pre-reverse stock split) to such investors. The Company sold the shares of the common stock and the warrants for aggregate gross proceeds of approximately $8,480,426, before commissions and expenses. Subject to certain beneficial ownership limitations, the warrants were immediately exercisable at an exercise price equal to $4.48 per share (pre-reverse stock split), and will terminate on the two- and one-half-year anniversary following the initial exercise date of the warrants. The warrants issued in this financing were classified as equity instruments. The Company accounted for the warrants issued in this financing based on the FV method under FASB ASC Topic 505, and the FV of the warrants was calculated using the Black-Scholes model under the following assumptions: life of 2.5 years, volatility of 150%, risk-free interest rate of 0.37% and dividend yield of 0%. The FV of the warrants issued at grant date was $1,986,880.

 

In addition, the Company has also agreed to issue to its placement agent for offering above warrants to purchase a number of shares of the common stock equal to 5.0% of the aggregate number of shares of the common stock sold in this offering (121,845 warrants), the warrants have an exercise price of $4.48 per share (pre-reverse stock split) and will terminate on the two and one-half-year anniversary of the closing of the offering. The Company accounted for the warrants issued based on the FV method under FASB ASC Topic 505, and the FV of the warrants was calculated using the Black-Scholes model under the following assumptions: life of 2.5 years, volatility of 150%, risk-free interest rate of 0.37% and dividend yield of 0%. The FV of the warrants issued at grant date was $225,964. The warrants issued in this financing were classified as equity instruments.

 

The closing of the sales of these securities under the securities purchase agreement took place on July 22, 2021. The net proceeds from the transactions were approximately $7,640,000, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and has been used for working capital and general corporate purposes, and for the repayment of debt.

 

Registered Direct Offering in August and September 2023

 

On August 1, 2023, the Company entered into two separate subscription agreements with a certain non-U.S. investor, pursuant to which the Company sold aggregate of 4,760,000 shares of common stock (pre-reverse stock split) at a $1.2 per share purchase price. On September 21, 2023, the Company received full payment of RMB 40,000,000 ($5.71 million) from the investor.

 

On August 15, 2023, the Company entered into a subscription agreement with another non-U.S. investor, pursuant to which the Company agreed to sell and the investor agreed to purchase an aggregate of 2,962,963 shares of common stock (pre-reverse stock split) at a $1.35 per share purchase price, with a total subscription price of $4,000,000. The investor paid the amount of $714,286 to the Company and the Company issued 529,101 shares (pre-reverse stock split) as of the date of this report, and promised to pay the remaining balance in full by March 2024.

 

On September 13, 2023, the Company closed an underwritten public offering of 5,000,000 shares of common stock (pre-reverse stock split) at a public offering price of $0.40 per share. The gross proceeds to the Company from this offering are approximately $2 million, before deducting any fees or expenses. The Company received $1.6 million net proceeds from this offering. 

 

Following is a summary of the activities of warrants (post stock split) for the period ended December 31, 2023:

 

   Number of
Warrants *
   Average
Exercise
Price *
   Weighted
Average
Remaining
Contractual
Term in
Years
 
Outstanding as of June 30, 2023   87,997   $69.00    0.63 
Exercisable as of June 30, 2023   87,997   $69.00    0.63 
Granted   
-
    
-
    
-
 
Exercised   
-
    
-
    
-
 
Forfeited   
-
    
-
    
-
 
Expired   
-
    
-
    
-
 
Outstanding as of September 30, 2023   87,997    69.00    0.31 
Exercisable as of September 30, 2023   87,997    69.00    0.31 
Granted   
-
    
-
    
-
 
Exercised   
-
    
-
    
-
 
Forfeited   
-
    
-
    
-
 
Expired   6,767    90.00    
-
 
Outstanding as of December 31, 2023   81,230   $67.20    0.06 
Exercisable as of December 31, 2023   81,230   $67.20    0.06 

 

*Retroactively reflect 1-for-15 reverse stock split effective on January 19, 2024

 

Shares to Independent Directors as Compensation

 

During the three months ended December 31, 2023 and 2022, the Company recorded $4,500 and $4,500 stock compensation expense to independent directors through the issuance of shares of the Company’s common stock at the market price of the stock issuance date, pursuant to the 2018 Equity Incentive Plan. During the six months ended December 31, 2023 and 2022, the Company recorded $9,000 and $9,000 stock compensation expense to independent directors through the issuance of shares of the Company’s common stock at the market price of the stock issuance date, pursuant to the 2018 Equity Incentive Plan.

 

Shares to Officers as Compensation

 

On September 24, 2021, under the 2018 Equity Inventive plan, the Company’s Board of Directors granted 15,000 shares of the Company’s common stock (pre-reverse stock split) to its CEO each month and 10,000 shares (pre-reverse stock split) to one of the board members each month starting from July 1, 2021, payable quarterly with the aggregate number of shares for each quarter being issued on the first day of the next quarter at a per share price of the closing price of the day prior to the issuance. During the three months ended December 31, 2023 and 2022, the Company recorded $17,603 and $111,750 stock compensation expense to the Company’s CEO and one of the board members for the quarter. During the six months ended December 31, 2023 and 2022, the Company recorded $33,203 and $111,750 stock compensation expense to the Company’s CEO and one of the board members for the quarter.   

 

Shares to Employee and consultants under the 2018 Equity Incentive Plan

 

During the year ended June 30, 2023, the Company issued 3,459,500 shares of the Company’s common stock (pre-reverse stock split) to the Company’s employees and consultants for the services that were provided, the share issuance was fully vested and approved by Compensation Committee (the “Committee”) of the Board of Directors under the 2018 Equity Incentive Plan. The fair value of 3,459,500 shares (pre-reverse stock split) at issuance date was $3,976,362 and was recorded as the Company’s stock compensation expense during the year ended June 30, 2023.