Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Dec. 31, 2014 | Feb. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | OHR PHARMACEUTICAL INC | |
Entity Central Index Key | 1173281 | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 25,392,387 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash | $10,441,190 | $13,220,494 |
Prepaid expenses and other current assets | 579,050 | 133,527 |
Total Current Assets | 11,020,240 | 13,354,021 |
EQUIPMENT, net | 96,789 | 104,425 |
OTHER ASSETS | ||
Security deposit | 12,243 | 12,243 |
Investment in joint venture | 3,143 | |
Intangible assets, net | 17,512,414 | 17,810,400 |
Goodwill | 740,912 | 740,912 |
TOTAL ASSETS | 29,382,598 | 32,025,144 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,192,314 | 351,864 |
Due to Joint Venture | 23,507 | |
Notes payable | 43,899 | |
Contingent consideration | 5,560,745 | 4,877,359 |
Total Current Liabilities | 6,776,566 | 5,273,122 |
TOTAL LIABILITIES | 6,776,566 | 5,273,122 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, Series B; 6,000,000 shares authorized, $0.0001 par value, zero shares issued and outstanding | ||
Common stock; 180,000,000 shares authorized, $0.0001 par value, 25,266,142 and 25,254,190 shares issued and outstanding, respectively | 2,527 | 2,525 |
Additional paid-in capital | 70,515,390 | 70,063,045 |
Accumulated deficit | -47,911,885 | -43,313,548 |
Total Stockholders' Equity | 22,606,032 | 26,752,022 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $29,382,598 | $32,025,144 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 25,266,142 | 25,254,190 |
Common stock, shares outstanding | 25,266,142 | 25,254,190 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING EXPENSES | ||
General and administrative | $163,516 | $57,777 |
Professional fees | 175,243 | 384,215 |
Research and development | 2,839,801 | 1,352,356 |
Salaries and wages | 745,427 | 227,145 |
Total Operating Expenses | 3,923,987 | 2,021,493 |
OPERATING LOSS | -3,923,987 | -2,021,493 |
OTHER INCOME (EXPENSE) | ||
Interest expense | -433 | -513 |
Change in fair value of contingent consideration | -683,386 | |
Share in losses on investment in joint venture | -26,650 | |
Interest income | 306 | 81 |
Royalty income | 35,813 | |
Total Other Income (Expense) | -674,350 | -432 |
LOSS FROM OPERATIONS BEFORE INCOME TAXES | -4,598,337 | -2,021,925 |
NET LOSS | ($4,598,337) | ($2,021,925) |
BASIC AND DILUTED LOSS PER SHARE | ($0.18) | ($0.10) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||
BASIC AND DILUTED | 25,259,154 | 19,872,539 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES | ||
Net loss | ($4,598,337) | ($2,021,925) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Common stock issued for services | 28,760 | |
Warrants issued for services | 8,559 | 700,393 |
Stock option expense | 362,028 | 146,303 |
Change in fair value of contingent consideration | 683,386 | |
Share in losses on investment in joint venture | 26,650 | |
Depreciation | 7,636 | 2,921 |
Amortization of intangible assets | 297,986 | 19,608 |
Changes in operating assets and liabilities | ||
Prepaid expenses and deposits | -445,523 | 25,533 |
Accounts payable and accrued expenses | 890,450 | -165,455 |
Net Cash Used in Operating Activities | -2,738,405 | -1,292,622 |
FINANCING ACTIVITIES | ||
Proceeds from warrants exercised for cash | 3,000 | 200,002 |
Repayments of short-term notes payable | -43,899 | -14,051 |
Net Cash Provided by (Used in) Financing Activities | -40,899 | 185,951 |
NET CHANGE IN CASH | -2,779,304 | -1,106,671 |
CASH AT BEGINNING OF PERIOD | 13,220,494 | 5,122,895 |
CASH AT END OF PERIOD | 10,441,190 | 4,016,224 |
CASH PAID FOR: | ||
Interest | 433 | 513 |
NON CASH FINANCING ACTIVITIES: | ||
Conversion of preferred for common stock | 50 | |
Common stock issued to settle accounts payable | $50,000 | $50,000 |
CONDENSED_FINANCIAL_STATEMENTS
CONDENSED FINANCIAL STATEMENTS | 3 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED FINANCIAL STATEMENTS | NOTE 1 – CONDENSED FINANCIAL STATEMENTS |
The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2014, and for all periods presented herein, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s September 30, 2014 audited consolidated financial statements. The results of operations for the periods ended December 31, 2014 and 2013 are not necessarily indicative of the operating results for the full years. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates subject to change in the near term include impairment (if any) of long-lived assets and fair value of derivative liabilities. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, notes payable and contingent consideration approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||||||
Level 3-Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity's own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. | |||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2014 and September 30, 2014, on a recurring basis: | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent Stock Consideration | $ | — | $ | — | $ | 5,560,745 | $ | 5,560,745 | |||||||||
$ | — | $ | — | $ | 5,560,745 | $ | 5,560,745 | ||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent stock consideration | $ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | |||||||||
$ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | ||||||||||
The following tables present the change in fair value of financial instruments as of December 31, 2014, by caption on the balance sheet and by ASC 820 valuation hierarchy described above. | |||||||||||||||||
Level 3 Reconciliation: | Contingent | ||||||||||||||||
Stock | |||||||||||||||||
Contsideration | |||||||||||||||||
Total level 3 assets and liabilities at September 30, 2014 | 4,877,359 | ||||||||||||||||
Purchases, sales, issuances and settlements (net) | — | ||||||||||||||||
Mark to market adjustments | 683,386 | ||||||||||||||||
Total level 3 assets and liabilities at December 31, 2014 | $ | 5,560,745 | |||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
INTANGIBLE ASSETS | NOTE 3 – INTANGIBLE ASSETS | ||||||||
Intangible assets at December 31, 2014 and September 30, 2014, consist of: | |||||||||
December 31, | September 30, | ||||||||
2014 | 2014 | ||||||||
License Rights | $ | 17,712,991 | $ | 17,712,991 | |||||
Patent Costs | 800,000 | 800,000 | |||||||
18,512,991 | 18,512,991 | ||||||||
Accumulated Amortization | (1,000,577 | ) | (702,591 | ) | |||||
Total Intangible Assets | $ | 17,512,414 | $ | 17,810,400 | |||||
During the quarter ended December 31, 2014, the Company recognized $297,986 in amortization expense on the patent and license rights. The amortization expense has been included in research and development expense. |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE |
On February 28, 2014, the Company entered into a premium financing arrangement for its directors and officers insurance in the amount of $194,000. The financing arrangement was subject to annual interest of 6.75% and was fully repaid as of December 31, 2014. |
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 5 – CAPITAL STOCK |
On October 17, 2014, the Company issued 2,000 common shares in connection with the exercise of warrants at an exercise price of $1.50 for total proceeds of $3,000. | |
On October 29, 2014, the Company issued 4,000 common shares with a fair value of $7.19 per share for consulting services and recognized stock-based compensation expense of $28,760. | |
On December 23, 2014, the Company issued 5,952 common shares as settlement of accounts payable in the amount of $50,000. |
COMMON_STOCK_WARRANTS
COMMON STOCK WARRANTS | 3 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Common Stock Warrants | |||||||||||
COMMON STOCK WARRANTS | NOTE 6 – COMMON STOCK WARRANTS | ||||||||||
During the three months ended December 31, 2014, the Company has recorded $8,559 in consulting expense related to warrants that have vested to date including warrants granted in prior years. | |||||||||||
Below is a table summarizing the warrants issued and outstanding as of December 31, 2014: | |||||||||||
Number | Weighted-Average | ||||||||||
Outstanding | Exercise Price | ||||||||||
Outstanding at September 30, 2014 | 1,947,008 | $ | 3.64 | ||||||||
Granted | — | — | |||||||||
Exercised | (2,000 | ) | 1.5 | ||||||||
Forfeited | (32,834 | ) | 1.5 | ||||||||
Outstanding at December 31, 2014 | 1,912,174 | $ | 3.67 | ||||||||
The outstanding warrants as of December 31, 2014 have an intrinsic value of approximately $8.5 million. |
COMMON_STOCK_OPTIONS
COMMON STOCK OPTIONS | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
COMMON STOCK OPTIONS | NOTE 7 – COMMON STOCK OPTIONS | ||||||||
During the three months ended December 31, 2014, the Company recognized $362,028 of expense related to vested options that were granted in prior years. Unamortized option expense as of December 31, 2014 for all options outstanding amounted to approximately $2,542,130. | |||||||||
Below is a table summarizing the options issued and outstanding as of December 31, 2014: | |||||||||
Number | Weighted-Average | ||||||||
Outstanding | Exercise Price | ||||||||
Outstanding at September 30, 2014 | 2,048,335 | $ | 5.43 | ||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
Forfeited | (20,000 | ) | 8.39 | ||||||
Outstanding at December 31, 2014 | 2,028,335 | $ | 5.37 | ||||||
As of December 31, 2014, the outstanding options have an intrinsic value of approximately $6.9 million. |
OBLIGATION_TO_FUND_INVESTMENT
OBLIGATION TO FUND INVESTMENT | 3 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
OBLIGATION TO FUND INVESTMENT | NOTE 8 – OBLIGATION TO FUND INVESTMENT |
During 2014, the Company committed to fund DepYmed, Inc. As of December 31, 2014, the Company owed $23,507 to fulfill its commitment. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES |
Legal Proceedings | |
The Company may become involved in certain legal proceedings and claims which arise in the normal course of business. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the Company’s results of operations, prospects, cash flows, financial position and brand. To the best knowledge of the Company’s management, at December 31, 2014, there are no legal proceedings which the Company believes will have a material adverse effect on its business, results of operations, cash flows or financial condition. | |
In June 2012, the Company was named, along with other parties, as a defendant in a putative class action lawsuit brought, as amended, by Alan Schmidt, individually, and on behalf of Genaera Corporation and the Genaera Liquidating Trust. We purchased biotechnology assets from the Trust in 2009. On August 12, 2013, the court dismissed each of the plaintiff’s claims against the Company. The litigation has ended with respect to claims against the Company, and management believes that it is unlikely that the litigation continuing against other parties will have a material adverse impact on the Company’s financial condition. | |
Contingent Stock Consideration | |
On May 30, 2014, the Company completed the acquisition of certain assets of SKS Ocular, LLC (“SKS Parent”), and SKS Ocular 1, LLC (“SKS 1” and SKS Parent referred to herein as “SKS”), including licenses, patents and contracts relating to micro-fabrication polymer-based sustained delivery platforms related to ocular therapeutics and dry age-related macular degeneration animal models, together with biomarkers to support such models. | |
The purchase price consisted of: (a) Cash in the amount of $3,500,000; (b) 1,194,862 shares of the Company’s common stock (valued at $10,180,224 based on the trading price on May 30, 2014 of the Company’s common stock) and (c) an additional 1,493,577 shares (the “contingent shares”) that will be issued contingent to achievement of certain milestones. This contingent consideration has been recorded as a liability of the Company and is reviewed by management for probability and likelihood of the milestones being achieved at each reporting period. The fair value of the liability is adjusted in each reporting period according to management’s assessment (see Note 2). |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS |
In January 2015, the Company issued 34,548 common shares in connection with the exercise of warrants for total proceeds of $77,005. | |
In January 2015, the Company issued 54,659 common shares to a member of the Company’s board of directors pursuant to a cashless exercise of 66,667 warrants. | |
On January 6, 2015, the Company issued 17,095 and 19,943 restricted common shares to two consultants and a member of the Company’s board of directors, respectively, as a bonus for performance and meeting key milestones in fiscal year 2014. | |
On January 6, 2015, the Company issued 140,000 common stock options to two employees of the Company. The options have a term of five years and an exercise price of $8.19 per share. The options vest 25% immediately and 25% thereafter on the next three anniversaries of the grant date. | |
On February 6, 2015, the Company announced the sale of 4,259,259 shares of common stock, inclusive of the over allotment, in an underwritten public offering at a price per share of $6.75. The Company expects to issue the shares of common stock at the closing of the transaction on February 11, 2015, and receive gross proceeds of approximately $28.8 million. | |
On February 8, 2015, the Company agreed to issue 10,714 restricted shares of common stock to a consultant, subject to vesting throughout calendar 2015, for $75,000 of services to be provided in calendar year 2015. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates subject to change in the near term include impairment (if any) of long-lived assets and fair value of derivative liabilities. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, notes payable and contingent consideration approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||||||
Level 3-Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity's own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. | |||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2014 and September 30, 2014, on a recurring basis: | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent Stock Consideration | $ | — | $ | — | $ | 5,560,745 | $ | 5,560,745 | |||||||||
$ | — | $ | — | $ | 5,560,745 | $ | 5,560,745 | ||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent stock consideration | $ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | |||||||||
$ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | ||||||||||
The following tables present the change in fair value of financial instruments as of December 31, 2014, by caption on the balance sheet and by ASC 820 valuation hierarchy described above. | |||||||||||||||||
Level 3 Reconciliation: | Contingent | ||||||||||||||||
Stock | |||||||||||||||||
Contsideration | |||||||||||||||||
Total level 3 assets and liabilities at September 30, 2014 | 4,877,359 | ||||||||||||||||
Purchases, sales, issuances and settlements (net) | — | ||||||||||||||||
Mark to market adjustments | 683,386 | ||||||||||||||||
Total level 3 assets and liabilities at December 31, 2014 | $ | 5,560,745 | |||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of assets and liabilities measured and recognized at fair value | The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2014 and September 30, 2014, on a recurring basis: | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent Stock Consideration | $ | — | $ | — | $ | 5,560,745 | $ | 5,560,745 | |||||||||
$ | — | $ | — | $ | 5,560,745 | $ | 5,560,745 | ||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Contingent stock consideration | $ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | |||||||||
$ | — | $ | — | $ | 4,877,359 | $ | 4,877,359 | ||||||||||
Schedule of fair value of financial instruments by caption on balance sheet | The following tables present the change in fair value of financial instruments as of December 31, 2014, by caption on the balance sheet and by ASC 820 valuation hierarchy described above. | ||||||||||||||||
Level 3 Reconciliation: | Contingent | ||||||||||||||||
Stock | |||||||||||||||||
Contsideration | |||||||||||||||||
Total level 3 assets and liabilities at September 30, 2014 | 4,877,359 | ||||||||||||||||
Purchases, sales, issuances and settlements (net) | — | ||||||||||||||||
Mark to market adjustments | 683,386 | ||||||||||||||||
Total level 3 assets and liabilities at December 31, 2014 | $ | 5,560,745 | |||||||||||||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of intangible assets | Intangible assets at December 31, 2014 and September 30, 2014, consist of: | ||||||||
December 31, | September 30, | ||||||||
2014 | 2014 | ||||||||
License Rights | $ | 17,712,991 | $ | 17,712,991 | |||||
Patent Costs | 800,000 | 800,000 | |||||||
18,512,991 | 18,512,991 | ||||||||
Accumulated Amortization | (1,000,577 | ) | (702,591 | ) | |||||
Total Intangible Assets | $ | 17,512,414 | $ | 17,810,400 | |||||
COMMON_STOCK_WARRANTS_Tables
COMMON STOCK WARRANTS (Tables) | 3 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Common Stock Warrants | |||||||||||
Schedule of outstanding warrants | Below is a table summarizing the warrants issued and outstanding as of December 31, 2014: | ||||||||||
Number | Weighted-Average | ||||||||||
Outstanding | Exercise Price | ||||||||||
Outstanding at September 30, 2014 | 1,947,008 | $ | 3.64 | ||||||||
Granted | — | — | |||||||||
Exercised | (2,000 | ) | 1.5 | ||||||||
Forfeited | (32,834 | ) | 1.5 | ||||||||
Outstanding at December 31, 2014 | 1,912,174 | $ | 3.67 | ||||||||
COMMON_STOCK_OPTIONS_Tables
COMMON STOCK OPTIONS (Tables) | 3 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Schedule of options issued and outstanding | Below is a table summarizing the options issued and outstanding as of December 31, 2014: | ||||||||
Number | Weighted-Average | ||||||||
Outstanding | Exercise Price | ||||||||
Outstanding at September 30, 2014 | 2,048,335 | $ | 5.43 | ||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
Forfeited | (20,000 | ) | 8.39 | ||||||
Outstanding at December 31, 2014 | 2,028,335 | $ | 5.37 | ||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Recurring [Member], USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Assets and liabilities measured at fair value on a recurring basis | ||
Contingent stock consideration - fair value | $5,560,745 | $4,877,359 |
Total | 5,560,745 | 4,877,359 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Contingent stock consideration - fair value | 5,560,745 | 4,877,359 |
Total | $5,560,745 | $4,877,359 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (Contingent Stock Consideration [Member], USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Contingent Stock Consideration [Member] | |
Level 3 Reconciliation: | |
Level 3 assets and liabilities, beginning | $4,877,359 |
Mark to market adjustments | 683,386 |
Level 3 assets and liabilities, ending | $5,560,745 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License Rights | $17,712,991 | $17,712,991 |
Patent Costs | 800,000 | 800,000 |
[us-gaap:FiniteLivedIntangibleAssetsGross] | 18,512,991 | 18,512,991 |
Accumulated Amortization | -1,000,577 | -702,591 |
Total Intangible Assets | $17,512,414 | $17,810,400 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (Financing Arrangement Directors and Officers Insurance [Member], USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Financing Arrangement Directors and Officers Insurance [Member] | |
Debt issuance date | 28-Feb-14 |
Face amount of notes | $194,000 |
Notes payable, interest rate | 6.75% |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | 0 Months Ended | ||
Dec. 23, 2014 | Oct. 29, 2014 | Oct. 17, 2014 | |
Stockholders' Equity Note [Abstract] | |||
Number of warrants exercised | 2,000 | ||
Warrant exercise price | $1.50 | ||
Common stock issued in exercise of warrants | $3,000 | ||
Common stock issued in exercise of warrants, shares | 2,000 | ||
Common stock issued for services | 28,760 | ||
Common stock issued for services, shares | 4,000 | ||
Stock price | $7.19 | ||
Common stock issued for settlement of accounts payable | $50,000 | ||
Common stock issued for settlement of accounts payable, shares | 5,952 |
COMMON_STOCK_WARRANTS_Details
COMMON STOCK WARRANTS (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Oct. 17, 2014 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $1.50 | |
Outstanding, ending | $1.50 | |
Warrants [Member] | ||
Outstanding Warrants | ||
Outstanding, beginning | 1,947,008 | |
Exercised | -2,000 | |
Expired | -32,834 | |
Outstanding, ending | 1,912,174 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $3.64 | |
Exercised | $1.50 | |
Expired | $1.50 | |
Outstanding, ending | $3.67 |
COMMON_STOCK_WARRANTS_Details_
COMMON STOCK WARRANTS (Details Narrative) (Warrants [Member], USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Warrants [Member] | |
Consulting expense | $8,559 |
Intrinsic value of warrants | $8,500,000 |
COMMON_STOCK_OPTIONS_Details
COMMON STOCK OPTIONS (Details) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Options Outstanding | |
Outstanding, beginning | 2,048,335 |
Forfeited | -20,000 |
Outstanding, ended | 2,028,335 |
Weighted Average Exercise Price | |
Exercise price, beginning | $5.43 |
Exercise price, forfeited | $8.39 |
Exercise price, ending | $5.37 |
COMMON_STOCK_OPTIONS_Details_N
COMMON STOCK OPTIONS (Details Narrative) (USD $) | 3 Months Ended |
Dec. 31, 2014 | |
Unamortized option expense | $2,542,130 |
Intrinsic value of awards | 6,900,000 |
Employee Stock Option [Member] | |
Stock based compensation expense | $362,028 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 0 Months Ended |
30-May-14 | |
Commitments and Contingencies Disclosure [Abstract] | |
Shares of stock issued in acquisition | 1,194,862 |
Number of contingent shares issuable for acquisition | 1,493,577 |
Purchase Price | |
Cash at closing | $3,500,000 |
Stock Issued | $10,180,224 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Oct. 17, 2014 | Jan. 31, 2015 | Feb. 06, 2015 | Jan. 06, 2015 | Feb. 08, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Subsequent Event [Line Items] | |||||||
Warrant exercise price | $1.50 | ||||||
Common stock issued in exercise of warrants, shares | 2,000 | ||||||
Common stock issued in exercise of warrants | $3,000 | ||||||
Exercise price of options | $5.37 | $5.43 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued in exercise of warrants, shares | 34,548 | ||||||
Common stock issued in exercise of warrants | 77,005 | ||||||
Subsequent Event [Member] | Underwritten Public Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for cash | 28,800,000 | ||||||
Common stock issued for cash, shares | 4,259,259 | ||||||
Stock price (in dollars per share) | $6.75 | ||||||
Subsequent Event [Member] | Employee Stock Option [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock options granted, shares | 140,000 | ||||||
Vesting period | 5 years | ||||||
Vesting terms | The options vest 25% immediately and 25% thereafter on April 1, July 1 and October 1, 2015. | ||||||
Vesting percentage | 25.00% | ||||||
Exercise price of options | $8.19 | ||||||
Subsequent Event [Member] | Member of Board [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercised | 66,667 | ||||||
Common stock issued in exercise of warrants, shares | 54,659 | ||||||
Restricted stock issued, shares | 19,943 | ||||||
Subsequent Event [Member] | Consultants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted stock issued, shares | 17,095 | 10,714 | |||||
Restricted stock issued | $75,000 |