Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Oct. 17, 2016 | Jan. 31, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jul. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | OPIANT PHARMACEUTICALS, INC. | ||
Entity Central Index Key | 1,385,508 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 16,749,480 | ||
Trading Symbol | OPNT | ||
Entity Common Stock, Shares Outstanding | 2,021,577 |
Balance Sheets
Balance Sheets - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 1,481,393 | $ 434,217 |
Accounts receivable | 312,498 | 0 |
Prepaid insurance | 62,404 | 33,143 |
Total current assets | 1,856,295 | 467,360 |
Other assets | ||
Computer equipment (net of accumulated amortization of $1,016 at July 31, 2016 and $0 at July 31, 2015) | 6,521 | 0 |
Patents and patent applications (net of accumulated amortization of $8,388 at July 31, 2016 and $7,015 at July 31, 2015) | 19,062 | 20,435 |
Total assets | 1,881,878 | 487,795 |
Current liabilities | ||
Accounts payable and accrued liabilities | 140,584 | 315,460 |
Accrued salaries and wages | 3,681,250 | 3,129,060 |
Note payable | 165,000 | 0 |
Deferred revenue | 250,000 | 0 |
Due to related parties | 0 | 130,000 |
Total current liabilities | 4,236,834 | 3,574,520 |
Deferred revenue | 2,350,000 | 5,300,000 |
Total liabilities | 6,586,834 | 8,874,520 |
Stockholders' deficit | ||
Common stock; par value $0.001; 1,000,000,000 shares authorized; 1,992,433 shares issued and outstanding at July 31, 2016 and 1,841,866 shares issued and outstanding at July 31, 2015 | 1,992 | 1,842 |
Additional paid-in capital | 56,478,394 | 44,982,519 |
Accumulated deficit | (61,185,342) | (53,371,086) |
Total stockholders' deficit | (4,704,956) | (8,386,725) |
Total liabilities and stockholders' deficit | $ 1,881,878 | $ 487,795 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,016 | $ 0 |
Finite-Lived Intangible Assets, Accumulated Amortization (in dollars) | $ 8,388 | $ 7,015 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 1,992,433 | 1,841,866 |
Common Stock, Shares, Outstanding | 1,992,433 | 1,841,866 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Revenues | ||
Royalty and licensing revenue | $ 5,097,595 | $ 800,000 |
Treatment investment revenue | 4,800,000 | 750,000 |
Revenues | 9,897,595 | 1,550,000 |
Operating expenses | ||
General and administrative | 15,571,080 | 6,034,520 |
Research and development | 1,747,077 | 2,414,973 |
Selling expenses | 317,917 | 0 |
Total operating expenses | 17,636,074 | 8,449,493 |
Loss from operations | (7,738,479) | (6,899,493) |
Other income (expense) | ||
Interest expense, net | (11,890) | (28,232) |
Loss on foreign exchange | (63,887) | (110,148) |
Total other income (expense) | (75,777) | (138,380) |
Loss before provision for income taxes | (7,814,256) | (7,037,873) |
Provision for income taxes | 0 | 0 |
Net loss | $ (7,814,256) | $ (7,037,873) |
Loss per share of common stock: | ||
Basic and diluted | $ (4.09) | $ (3.88) |
Weighted average common stock outstanding | ||
Basic and diluted | 1,910,489 | 1,813,069 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Jul. 31, 2014 | $ (3,078,068) | $ 1,782 | $ 43,253,363 | $ (46,333,213) |
Balance, shares at Jul. 31, 2014 | 1,782,073 | |||
Stock issued for services | 311,665 | $ 60 | 311,605 | 0 |
Stock issued for services (in shares) | 59,793 | |||
Stock based compensation from issuance of stock options | 1,008,239 | $ 0 | 1,008,239 | 0 |
Stock based compensation from issuance of warrants | 409,312 | 0 | 409,312 | 0 |
Net loss | (7,037,873) | 0 | 0 | (7,037,873) |
Balance at Jul. 31, 2015 | (8,386,725) | $ 1,842 | 44,982,519 | (53,371,086) |
Balance, shares at Jul. 31, 2015 | 1,841,866 | |||
Stock issued upon the exercise of options | 0 | $ 15 | (15) | 0 |
Stock issued upon the exercise of options (in Shares) | 15,715 | |||
Stock issued for services | 1,185,479 | $ 135 | 1,185,344 | 0 |
Stock issued for services (in shares) | 134,852 | |||
Stock based compensation from issuance of stock options | 10,310,546 | $ 0 | 10,310,546 | 0 |
Net loss | (7,814,256) | 0 | 0 | (7,814,256) |
Balance at Jul. 31, 2016 | $ (4,704,956) | $ 1,992 | $ 56,478,394 | $ (61,185,342) |
Balance, shares at Jul. 31, 2016 | 1,992,433 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Cash flows provided by (used in) operating activities | ||
Net loss | $ (7,814,256) | $ (7,037,873) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 2,389 | 1,373 |
Issuance of common stock for services | 1,185,479 | 311,665 |
Stock based compensation from issuance of options | 10,310,546 | 1,008,239 |
Stock based compensation from issuance of warrants | 0 | 409,312 |
Note payable issued for services | 165,000 | 0 |
Changes in assets and liabilities: | ||
Increase in prepaid expenses | (29,261) | (9,064) |
Accounts receivable | (312,498) | 0 |
Decrease in deferred revenue | (4,800,000) | (750,000) |
Increase (decrease) in accounts payable | (174,876) | 114,856 |
Increase in accrued salaries and wages | 552,190 | 1,712,409 |
Net cash used in operating activities | (915,287) | (4,239,083) |
Cash flows used in investing activities | ||
Purchase of property, plant and equipment | (7,537) | 0 |
Net cash provided by financing activities | (7,537) | 0 |
Cash flows provided by (used in) financing activities | ||
Proceeds from related parties notes payable | 151,191 | 0 |
Payments to related parties on notes payable | (281,191) | (220,000) |
Investment received in exchange for royalty agreement | 2,100,000 | 4,638,530 |
Net cash provided by financing activities | 1,970,000 | 4,418,530 |
Net increase in cash and cash equivalents | 1,047,176 | 179,447 |
Cash and cash equivalents, beginning of period | 434,217 | 254,770 |
Cash and cash equivalents, end of period | 1,481,393 | 434,217 |
Supplemental disclosure | ||
Interest paid during the period | 78,865 | 0 |
Taxes paid during the period | 0 | 0 |
Non-Cash Financing Transactions | ||
Cashless exercise of options | $ 15 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Opiant Pharmaceuticals, Inc. (“we”, “our”, or the “Company”), a Nevada corporation, is a specialty pharmaceutical company which develops pharmacological treatments for substance use, addictive and eating disorders. The Company was incorporated in the State of Nevada on June 21, 2005 as Madrona Ventures, Inc. and, on September 16, 2009, the Company changed its name to Lightlake Therapeutics Inc. On January 28, 2016, the Company again changed its name to Opiant Pharmaceuticals, Inc. The Company is a specialty pharmaceutical company developing opioid antagonist treatments for substance use, addictive and eating disorders. The Company also has developed a treatment to reverse opioid overdoses, which is now known as NARCAN® (naloxone hydrochloride) Nasal Spray. The Company’s fiscal year end is July 31. Reverse Stock Split In December 2014, the Company effected a one-for-one hundred reverse stock split (the “1:100 Reverse Stock Split”) of its common stock, par value, $0.001 per share (the “Common Stock”) which decreased the number of shares of Common Stock issued and outstanding from approximately 182.0 |
Going Concern
Going Concern | 12 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses, a working capital deficit as of July 31, 2016 of $ 2,380,539 At this time, the Company cannot provide investors with any assurance that it will be able to generate sufficient revenues and/or obtain sufficient funding from debt financing and/or the sale of its Common Stock and/or the sale of interests in the Company's prospective products and/or royalty transactions to meet its obligations over the next twelve months. The Company does not have any arrangements in place for any future financing. The Company may also seek to obtain short-term loans from its officers and directors to meet its short-term funding needs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require 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 financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $ 1,481,393 434,217 250,000 85,000 The Company routinely assesses the recoverability of receivables to determine their collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company determines its allowance for doubtful accounts by considering such factors as the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole. The Company follows ASC 360, Property, Plant, and Equipment 3 7 500 Intangibles Goodwill and Other 20 Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any years presented. The Company follows ASC 260, Earnings per Share Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net loss position at the calculation date. Common Stock equivalents have not been included in the calculation of dilutive earnings (loss) per share as the result would be anti-dilutive. At July 31, 2016, potentially dilutive Common Stock equivalents are approximately 5,850,385 4,496,052 The Company follows ASC 730, Research and Development The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in British Pounds and management has adopted ASC 830, Foreign Currency Translation Matters ASC 718 Compensation Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity Based Payments to Non-Employees. The Company had stock-based compensation of $ 11,496,025 1,729,216 ASC 820 Fair Value Measurements and Disclosures The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable, note payable, and due to related parties. The fair value of the Company’s note payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of July 31, 2016 and 2015, the Company did not have any financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The Company follows ASC 850, Related Party Disclosures 0 130,000 The Company recognizes revenues from nonrefundable, up-front license fees related to collaboration agreements, on a straight-line basis over the contracted or estimated period of performance. The period of performance over which the revenues are recognized is typically the period over which the research and/or development is expected to occur or manufacturing services are expected to be provided. When the period of performance is based on the period over which research and/or development is expected to occur, the Company is required to make estimates regarding drug development and commercialization timelines. Because of the many risks and uncertainties associated with the development of drug candidates, these estimates regarding the period of performance may change. In addition, the Company evaluates each arrangement to determine whether or not it qualifies as a multiple-deliverable revenue arrangement under ASC 605-25. If one or more of the deliverables have a standalone value, then the arrangement would be separated into multiple units of accounting. This normally occurs when the R&D services could contractually and feasibly be provided by other vendors or if the customer could perform the remaining R&D itself, and when the Company has no further obligations and the right has been conveyed. When the deliverables cannot be separated, any initial payment received is treated like an advance payment for the services and recognized over the performance period, as determined based on all of the items in the arrangement. This period is usually the expected research and development period. The Company recognizes revenue from milestone payments upon achievement of the milestones and when the Company has no further involvement or obligation to perform services, as related to that specific element of the arrangement, provided the milestone is meaningful, and provided that collectability is reasonably assured and other revenue recognition criteria are met. The Company recognizes revenue from royalty revenue when the Company has fulfilled the terms of the contractual agreement and has no material future obligation, other than inconsequential and perfunctory support, and the amount of the royalty fee is determinable and collection is reasonably assured. Licensing Agreement On December 15, 2014, the Company entered into a licensing agreement (the “Adapt Agreement”) with Adapt Pharma Operations Limited, a wholly owned subsidiary of Adapt Pharma Limited (“Adapt”), an Ireland-based pharmaceutical company. Pursuant to the Adapt Agreement, the Company provided a global license to develop and commercialize the Company’s intranasal naloxone opioid overdose reversal treatment, now known as NARCAN® (naloxone hydrochloride) Nasal Spray. In exchange for licensing its treatment, the Company received a nonrefundable, upfront license fee of $ 500,000 The Company could also receive additional payments upon reaching various sales and regulatory milestones as well as royalty payments for commercial sales of NARCAN generated by Adapt. During the year ended July 31, 2016, the Company received $ 4,500,000 418,000 In addition, pursuant to the Adapt Agreement, the Company is required to contribute $ 2,500,000 2,341,419 204,908 The Company recognizes revenue for fees related to participation in the initial development plan and joint development calls as revenue once the fee is received and the Company has performed the required services for the period. Treatment Investments With respect to investments in interests in treatments, if an agreement provides an option that allows the investor in the treatment to convert an interest in a treatment into shares of Common Stock of the Company, then revenue is deferred until such time that the option expires or milestones are achieved that eliminate the investor’s right to exercise the option. Upon expiration of the exercise option, the deliverables of the arrangement are reviewed and evaluated under ASC 605. In the event the investor chooses to convert interests into shares of Common Stock, that transaction will be accounted for similar to a sale of shares of Common Stock for cash. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions The Company uses office space provided by Michael Sinclair and Kevin Pollack free of charge. At July 31, 2015, the Company had an aggregate of $ 130,000 65,000 13,000 52,000 350,000 175,000 35,000 140,000 6.0 December 16, 2013 January 6, 2015 8.5 220,000 14.5 8.5 During September 2015 and October 2015, the Company received an aggregate of $ 151,191 51,191 50,000 50,000 6 4 |
Note Payable
Note Payable | 12 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | 5. Note Payable On June 21, 2016, the Company entered into a settlement and release agreement with a former advisor pursuant to which, in exchange for prior advisory services rendered to the Company in full pursuant to an advisory services agreement dated on or about September 17, 2012, the Company has agreed to pay the $ 165,000 6 2,200,000 22,916 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Jul. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 6. Deferred Revenue On April 16, 2013, the Company entered into an agreement and subsequently received funding from an investor, Potomac Construction Limited (“Potomac”), in the amount of $600,000 for the research, development, marketing and commercialization of a product relating to the Company’s treatment to reverse opioid overdoses (the “Opioid Overdose Reversal Treatment Product”). In exchange for this funding, the Company agreed to provide the investor with a 6.0% interest (the “6.0% Investor Interest”) in the “OORT Net Profit” generated from the product in perpetuity. “OORT Net Profit” is defined as any pre-tax profits received by the Company that was derived from the sale of the Opioid Overdose Reversal Treatment Product less any and all expenses incurred by and payments made by the Company in connection with the Opioid Overdose Reversal Treatment Product, including but not limited to an allocation of Company overhead based on the proportionate time, expenses and resources devoted by the Company to product-related activities, which allocation shall be determined in good faith by the Company. The investor also has rights with respect to the 6.0% Investor Interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. If the Opioid Overdose Reversal Treatment Product is not introduced to the market and not approved for marketing within 24 months, the investor will have a 60 day option to exchange its 6.0% Investor Interest for 75,000 shares of Common Stock of the Company. During the year ended July 31, 2015, the Company recognized $600,000 as revenue because the investor’s option to receive the shares of Common Stock expired unexercised, and the research and development work related to the product was completed as of July 31, 2015. On May 30, 2013, the Company entered into an agreement with an investor, Potomac, and subsequently received additional funding totaling $150,000 for the research, development, marketing and commercialization of the Opioid Overdose Reversal Treatment Product. In exchange for this funding, the Company agreed to provide the investor with a 1.5% interest (the “2013 1.5% Investor Interest”) in the OORT Net Profit generated from the Opioid Overdose Reversal Treatment Product in perpetuity. The investor also has rights with respect to the 2013 1.5% Investor Interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. If the Opioid Overdose Reversal Treatment Product was not introduced to the market and not approved for marketing within 24 months, the investor would have had a 60 day option to exchange its 2013 1.5% Investor Interest for 18,750 shares of Common Stock of the Company. During the year ended July 31, 2015, the Company recognized $150,000 as revenue because the investor’s option to receive the shares of Common Stock expired unexercised, and the research and development work related to the Opioid Overdose Reversal Treatment Product was completed as of July 31, 2015. On December 17, 2013, the Company entered into an agreement with an investor, Potomac, and subsequently received additional funding totaling $250,000 for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.5% interest in the Company’s BED treatment product (the “BED Treatment Product”) and pay the investor 0.5% of the BED Net Profit in perpetuity (the “2013 0.5% Investor Interest”). “BED Net Profit” is defined as the pre-tax profit generated from the BED Treatment Product after the deduction of all expenses incurred by and payments made by the Company in connection with the BED Treatment Product, including but not limited to an allocation of Company overhead. If the BED Treatment Product is not approved by the FDA by December 17, 2016, the investor will have a 60 day option to exchange its entire 0.5% Investor Interest for 31,250 shares of Common Stock of the Company. On May 15, 2014, the Company entered into an agreement and subsequently received funding from an investor, Ernst Welmers, in the amount of $300,000 for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 1.5% interest (the “2014 1.5% Investor Interest”) in the OORT Net Profit generated from the Opioid Overdose Reversal Treatment Product in perpetuity. The investor also has rights with respect to the 2014 1.5% Investor Interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. If the Opioid Overdose Reversal Treatment Product was not approved by the FDA by May 15, 2016, the investor would have had a 60 day option to exchange its 2014 1.5% Investor Interest for 37,500 shares of Common Stock of the Company. The Opioid Overdose Reversal Treatment Product was approved by the FDA on November 18, 2015, and, as a result, the investor did not realize the option to exchange its 2014 1.5% Investor Interest for shares of Common Stock of the Company. During the year ended July 31, 2016, the Company recognized $300,000 as revenue because the investor’s option to receive the shares of Common Stock was not realized, and the research and development work related to the Opioid Overdose Reversal Treatment Product was completed as of July 31, 2016. On July 22, 2014, the Company received a $3,000,000 commitment from a foundation (the “Foundation”) which later assigned its invest to Valour Fund, LLC (“Valour”) in October 2016, from which the Company had the right to make capital calls from the Foundation for the research, development, marketing, commercialization and any other activities connected to the Opioid Overdose Reversal Treatment Product, certain operating expenses and any other purpose consistent with the goals of the Foundation. In exchange for funds invested by the Foundation, Valour currently owns a 6.0% interest in the OORT Net Profit (the “6.0% Fund Interest”) generated from the Opioid Overdose Reversal Treatment Product in perpetuity. Valour also has rights with respect to the 6.0% Fund Interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. Additionally, the Company may buy back, in whole or in part, the 6.0% Fund Interest within 2.5 years or after 2.5 years of the July 22, 2014 initial investment date at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. If the Opioid Overdose Reversal Treatment Product was not approved by the FDA or an equivalent body in Europe for marketing and was not actually marketed by July 22, 2016, the Foundation would have had a 60 day option to receive shares of the Company’s Common Stock in lieu of the 6.0% Fund Interest in the Opioid Overdose Reversal Treatment Product at an exchange rate of 10 shares for every dollar of its investment. On July 28, 2014, the Company received an initial investment of $111,470 from the Foundation in exchange for a 0.22294% interest. On August 13, 2014, September 8, 2014, November 13, 2014 and February 17, 2015, the Company made capital calls of $422,344, $444,530, $1,033,614 and $988,042, respectively, from the Foundation in exchange for 0.844687%, 0.888906%, 2.067228% and 1.976085% interests, respectively, in the OORT Net Profit. The Opioid Overdose Reversal Treatment Product was approved by the FDA on November 18, 2015, and, as a result, the investor did not realize the option to exchange its 6.0% Fund Interest for shares of Common Stock of the Company. During the year ended July 31, 2016, the Company recognized $3,000,000 as revenue because the option to receive the shares of Common Stock was not realized, and the research and development work related to the Opioid Overdose Reversal Treatment Product was completed as of July 31, 2016. On September 9, 2014, the Company entered into an agreement with an investor, Potomac, and subsequently received funding from an individual investor in the amount of $500,000 for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.98% interest in the OORT Net Profit (the “September 2014 0.98% Investor Interest”) generated from the Opioid Overdose Reversal Treatment Product in perpetuity. The investor also has rights with respect to the 0.98% Investor Interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. Additionally, the Company may buy back, in whole or in part, the September 2014 0.98% Investor Interest (i) within 2.5 years or (ii) after 2.5 years, but no later than four years, of the September 9, 2014 initial investment date, at a price equal to two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. If the Opioid Overdose Reversal Treatment Product was not introduced to the market and not approved by the FDA or an equivalent body in Europe and not marketed within 24 months of the September 9, 2014 initial investment date, the investor would have had a 60 day option to exchange the September 2014 0.98% Interest for 50,000 shares of Common Stock of the Company. The Opioid Overdose Reversal Treatment Product was approved by the FDA on November 18, 2015 and, as a result, the investor did not realize the option to exchange the September 2014 0.98% Interest for 50,000 shares of Common Stock of the Company. During the year ended July 31, 2016, the Company recognized $500,000 as revenue because the option to receive the shares of Common Stock was not realized, and the research and development work related to the Opioid Overdose Reversal Treatment Product was completed as of July 31, 2016. On September 17, 2014, the Company entered into an agreement with an investor, Potomac, and subsequently received funding totaling $500,000 for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 1.0% interest in the Company’s BED Treatment Product and pay the investor 1.0% of the BED Net Profit generated from the BED Treatment Product in perpetuity (the “1.0% Investor Interest”). “BED Net Profit” is defined as the pre-tax profit generated from the BED Treatment Product after the deduction of all expenses incurred by and payments made by the Company in connection with the BED Treatment Product, including but not limited to an allocation of Company overhead. If the BED Treatment Product is not approved by the FDA by September 17, 2017, the investor will have a 60 day option to exchange its entire 1.0% Investor Interest for 62,500 shares of Common Stock of the Company. On October 31, 2014, the Company entered into an agreement with an investor, Potomac, and subsequently received funding from an individual investor in the amount of $500,000 for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.98% interest in the OORT Net Profit (the “October 2014 0.98% Investor Interest”) generated from the Opioid Overdose Reversal Treatment Product in perpetuity. The investor also has rights with respect to its 0.98% interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. Additionally, the Company may buy back, in whole or in part, the October 2014 0.98% Investor Interest from the investor (i) within 2.5 years or (ii) after 2.5 years, but no later than four years, of the October 31, 2014 investment date at a price equal to two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. If the Opioid Overdose Reversal Treatment Product was not introduced to the market and was not approved by the FDA or an equivalent body in Europe and not marketed by October 31, 2016, the investor would have had a 60 day option to exchange its October 2014 0.98% Interest for 50,000 shares of Common Stock of the Company. The Opioid Overdose Reversal Treatment Product was approved by the FDA on November 18, 2015 and, as a result, the investor did not realize the option to exchange its October 2014 0.98% Interest for 50,000 shares of Common Stock of the Company. During the year ended July 31, 2016, the Company recognized $500,000 as revenue because the option to receive the shares of Common Stock was not realized, and the research and development work related to the Opioid Overdose Reversal Treatment Product was completed as of July 31, 2016. On July 20, 2015, the Company entered into an agreement with an investor, Potomac, and subsequently received funding from an individual investor in the amount of $250,000 for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.5% interest in the BED Net Profit (the “2015 0.5% Investor Interest”) generated from the BED Treatment Product in perpetuity. The investor also has rights with respect to the 2015 0.5% Investor Interest if the BED Treatment Product is sold or the Company is sold. If the product is not introduced to the market and not approved by the FDA or an equivalent body in Europe and not marketed by July 20, 2018, the investor will have a 60 day option to exchange the 2015 0.5% Investor Interest for 25,000 shares of Common Stock of the Company. On September 22, 2015, the Company received a $1,600,000 commitment from the Foundation which later assigned its interest to Valour in October 2016, from which the Company had the right to make capital calls from the Foundation for the research, development, any other activities connected to the Company’s opioid antagonist treatments for addictions and related disorders that materially rely on certain studies funded by the Foundation’s investment, excluding the Opioid Overdose Reversal Treatment Product (the “Certain Studies Products”), certain operating expenses, and any other purpose consistent with the goals of the Foundation. In exchange for funds invested by the Foundation, Valour currently owns 2.1333% interest in the Certain Studies Products Net Profit (the “2.1333% Interest”). The “Certain Studies Net Profit” is defined as any pre-tax revenue received by the Company that was derived from the sale of the Certain Studies Products less any and all expenses incurred by and payments made by the Company in connection with the Certain Studies Products, including but not limited to an allocation of Company overhead based on the proportionate time, expenses and resources devoted by the Company to Certain Studies Product-related activities, which allocation shall be determined in good faith by the Company. Valour also has rights with respect to its up to a 2.1333% Interest if the Certain Studies Product is sold or the Company is sold. Additionally, the Company may buy back, in whole or in part, the 2.1333% Interest from Valour within 2.5 years or after 2.5 years of the initial investment at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. If an aforementioned treatment is not introduced to the market by September 22, 2018, Valour will have a 60 day option to exchange its 2.1333% Interest for shares of the Common Stock of the Company at an exchange rate of one-tenth of a share for every dollar of its investment. On October 2, 2015, December 23, 2015, and May 28, 2016, the Company made capital calls of $618,000, $715,500 and $266,500 from the Foundation in exchange for 0.824%, 0.954% and 0.355333% interests in the aforementioned treatments, respectively. The Company will defer recording revenue until such time as Valour’s option expires or milestones are achieved that eliminates Valour’s right to exercise the option. Upon expiration of the exercise option, the deliverables of the arrangement will be reviewed and evaluated under Accounting Standards Codification (ASC) 605. In the event Valour chooses to exchange its 2.1333% Interest, in whole or in part, for shares of Common Stock of the Company, that transaction will be accounted for similar to a sale of shares of Common Stock for cash. On December 8, 2015, the Company entered into an agreement with an investor, Potomac, to receive $500,000 for use by the Company for any purpose, which $500,000 was invested by December 18, 2015. In exchange for this funding, the Company granted the investor a 0.75% interest in the OORT Net Profit (the “0.75% Investor Interest”) generated from the Opioid Overdose Reversal Treatment Product in perpetuity. The investor also has rights with respect to its 0.75% Investor Interest if the Opioid Overdose Reversal Treatment Product is sold or the Company is sold. Additionally, the Company may buy back, in whole or in part, the 0.75% Investor Interest, from the investor (i) within 2.5 years or (ii) after 2.5 years, but no later than four years, of the December 8, 2015 initial investment date, at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. Such buyback can be for a portion of the 0.75% Investor Interest rather than for the entire interest. The investor also had an option to invest an additional $1,000,000 by February 29, 2016 for use by the Company for any purpose in exchange for a 1.50% interest in the OORT Net Profit. If such investment were made, then the investor also would have rights with respect to its 1.50% interest if the Opioid Overdose Reversal Treatment Product was sold or the Company was sold. This investor option expired unexercised. During the year ended July 31, 2016, the Company recognized $500,000 as revenue because the investment did not contain any option to exchange the 0.75% Investor Interest for shares of Common Stock of the Company, and the research and development work related to the Opioid Overdose Reversal Treatment Product was completed as of July 31, 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Common Stock During the year ended July 31, 2016 Pursuant to an agreement dated September 1, 2015, the Company issued 10,000 80,500 On October 6, 2015, the Company issued 13,697 106,152 On November 19, 2015, the Company issued 14,327 120,347 92,634 A total of 3,582 On December 16, 2015, the Company entered into a services agreement with a term of one year. Pursuant to the agreement, the Company issued 7,000 9,000 11,000 64,050 94,500 91,520 In addition, the Company agreed to issue 13,000 13,000 issued. On February 1, 2016, the Company issued 5,500 57,750 On February 8, 2016, the Company issued 10,746 106,385 On March 8, 2016, the Company issued 3,582 32,775 On March 25, 2016, the Company issued 15,715 30,000 On April 26, 2016, the Company issued 50,000 431,500 During the year ended July 31, 2015 In August 2014, the Company issued 7,846 44,723 In December 2014, the Company issued 24,015 91,258 In January 2015, the Company issued a total of 5,000 19,720 In March 2015, the Company issued a total of 20,900 141,130 In April 2015, the Company issued 1,232 8,994 In July, 2015, the Company issued 800 5,840 Stock Options As required by the Stock Compensation Topic, ASC 718, the Company measures and recognizes compensation expense for all share based payment awards made to the officers and directors based on estimated fair values at the grant date and over the requisite service period. On August 2, 2014, the Company granted options to purchase 30,000 exercisable on a cashless basis 10.00 5 173,999 On November 12, 2014, the Company granted options to purchase 30,000 exercisable on a cashless basis 10.00 5 3 188,825 103,951 On November 12, 2014, the Company granted options to purchase 20,000 ercisable on a cashless basis 15.00 5 127,150 67,984 On January 9, 2015, the Company granted options to purchase 15,000 exercisable on a cashless basis 10.00 5 65,163 On January 25, 2015, the Company granted options to purchase 10,000 exercisable on a cashless basis 10.00 5 36,169 On March 19, 2015, the Company granted options to purchase 48,000 exercisable on a cashless basis 10.00 5 282,227 On March 19, 2015, the Company granted options to purchase 32,000 exercisable on a cashless basis 15.00 5 186,655 On July 15, 2015, the Company granted options to purchase 10,000 exercisable on a cashless basis 10.00 3 55,043 On October 27, 2015, the Company granted options to purchase a total of 1,437,500 7.25 10 10,062,500 On May 17, 2016, the Company granted options to purchase a total of 70,000 10.00 5 The options for each new director vest as follows: 11,667 shares vest upon the uplisting of the Company to the NASDAQ Stock Market; 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional investors commencing May 5, 2016; and 11,666 shares vest upon the first submission of a NDA to the FDA for one of the Company’s products by either the Company or a Company licensee. 580,286 149,007 The Company also recognized stock based compensation expense of $ 99,039 2016 2015 Market value of stock on measurement date $ 7.00 to 10.00 $ 3.75 to 7.30 Risk-free interest rate 0.71-2.05 % 1.00-1.73 % Dividend yield 0 % 0 % Volatility factor 124-373 % 147-407 % Term 3-10 years 3-5 years Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2014 3,047,500 9.00 8.56 Granted 195,000 11.33 Forfeited/expired/cancelled (85,000) 11.21 Outstanding at July 31, 2015 3,157,500 9.42 7.58 Granted 1,507,500 7.38 Exercised (30,000) 5.00 Outstanding at July 31, 2016 4,635,000 8.79 7.39 $ 2,731,250 Exercisable at July 31, 2016 4,281,666 8.37 7.82 $ 2,731,250 Non-vested options Number of Weighted Average Non-vested at July 31, 2014 17,500 $ 3.11 Granted 195,000 5.09 Vested (175,000) 5.06 Non-vested at July 31, 2015 37,500 $ 3.85 Granted 1,507,500 7.06 Vested (1,454,167) 7.00 Non-vested at July 31, 2016 90,833 $ 7.27 At July 31, 2016, there was $ 460,879 Warrants On December 16, 2014, the Company issued warrants to purchase 38,800 8.00 10 144,724 On March 19, 2015, the Company issued warrants to purchase 45,000 10.00 5 264,588 Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2014 1,254,752 $ 20.00 4.33 $ - Issued 83,800 9.07 - - Exercised - - - Outstanding at July 31, 2015 1,338,552 $ 19.53 3.55 $ - Expired (123,167) 35.55 - - Outstanding at July 31, 2016 1,215,385 $ 17.90 2.86 $ - Exercisable at July 31, 2016 490,385 $ 22.20 5.00 $ - |
Licensing Agreement
Licensing Agreement | 12 Months Ended |
Jul. 31, 2016 | |
Licensing Agreement [Abstract] | |
Licensing Agreement | Licensing Agreement On December 1, 2014, the Company and Aegis Therapeutics, LLC (“Aegis”), entered into a Material Transfer, Option and Research License Agreement (the “Aegis Agreement”) that provides the Company with an exclusive royalty-free research license for a period of time to Aegis’ proprietary delivery enhancement and stabilization agents, including Aegis’ ProTek® and Intravail® technologies (collectively, the “Technology”) to enable the Company to conduct a feasibility study of opioid antagonists when used with the Technology (the “Study”). During this period of time, the Company may also evaluate its interest in having an exclusive license to the Technology for use with opioid antagonists to treat, diagnose, predict, detect or prevent any disease, disorder, state, condition or malady in humans (the “Possible License”). Aegis has granted the Company an exclusive option to obtain the Possible License for a certain period after the study is completed. In consideration of the license granted to the Company pursuant to the Aegis Agreement, the Company is required to pay to Aegis a nonrefundable study fee. On October 6, 2015, the Company entered into an amendment to the Aegis Agreement. This amendment had an effective date of May 19, 2015 and allowed the Company to evaluate the Technology until August 17, 2015. The amendment also provided an opportunity for the Company to elect to further extend the period of time during which the Company could evaluate the Technology until February 13, 2016. In exchange for electing to further extend this period of time, the Company paid Aegis $ 75,000 13,697 106,152 During February 2016, the Company elected to further extend the period of time during which the Company could evaluate Aegis’ Technology until August 11, 2016. The Company paid Aegis $ 75,000 10,746 106,385 On April 26, 2016, the Company entered into an amendment to the Aegis Agreement. Pursuant to this agreement, the Company’s license to evaluate Aegis’ Technology was extended through December 31, 2016. On April 26, 2016, the Company and Aegis entered into the Amended and Restated Material Transfer, Option and Research License Agreement (the “Restated Aegis Agreement”) which amends and restates in its entirety the Aegis Agreement. Under the Restated Aegis Agreement, the Company has been granted an exclusive royalty-free research license to Aegis’ Technology for a period of time (the “Compound Research Period”), to enable the Company to conduct a feasibility study of opioid antagonists when used with the Technology and evaluate the Company’s interest in licensing the Technology through use of a “Compound” (as defined in the Restated Aegis Agreement) in additional studies. The Company agreed to pay Aegis (i) an aggregate of $ 300,000 50 75 150,000 50,000 provided however During the term of the Restated Aegis Agreement, the Company has a right of first refusal and option to add any, or all of the “Additional Compounds” (as defined in the Restated Aegis Agreement), which the Company may exercise at any time upon written notice to Aegis. The Company has granted Aegis a co-exclusive license with the Company to use the data from the Company’s Studies under the Restated Aegis Agreement for certain purposes. Pursuant to the Restated Aegis Agreement, Aegis granted the Company an exclusive option (the “Opiant Option”) to obtain an exclusive, worldwide, royalty-bearing license (with the right to grant sublicenses through multiple tiers) under Aegis’s interests in the Technology and any “Joint Invention” (as such term is defined in the Restated Aegis Agreement) to the Technology to research, develop, make, have made, use, sell, offer for sale, and import products containing the Compound or an Additional Compound. The Company may exercise such Opiant Option with respect to the Compounds by written notice to Aegis within 90 days of the completion of the Study for (i) the Compounds or (ii) the Additional Compounds. In the event the Company exercises the Opiant Option, the parties have 120 days to negotiate and execute a definitive license agreement. The terms of such license agreement have been contemplated and agreed upon by the parties under a letter agreement dated April 26, 2016 (the “Letter Agreement”). In the event the Company exercises the Opiant Option, the Company shall pay to Aegis a nonrefundable and noncreditable license issuance fee of $ 300,000 100,000 Under the Letter Agreement containing the terms of such license, the Company will pay Aegis upon the achievement of each development milestone for a particular Compound or Additional Compound, ranging from $ 250,000 4,000,000 25,000 the Company shall pay Aegis royalties (the “Royalties”) on annual net sales of (i) pharmaceutical formulations containing the Compound as an active ingredient and (ii) Aegis’s proprietary chemically synthesizable excipient(s), including without limitation the Intravail® excipients ((i) and (ii) together, the “Products”), ranging from (A) low single digits for Products with an aggregate annual “Net Sales” (as defined in Exhibit 1 to the Letter Agreement) during a calendar year of $50 million or less to (B) mid-single digits for Products with Net Sales of greater than $1 billion. The foregoing description of the Restated Aegis Agreement and the Letter Agreement is qualified in its entirety by reference to the complete text of the Restated Aegis Agreement and the Letter Agreement which were filed as exhibits to the Company’s June 8, 2016 10-Q. The Company received confidential treatment for certain terms and provisions of the Restated Aegis Agreement and the Letter Agreement. |
Commitments
Commitments | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | 9. Commitments On December 18, 2014, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant agreed to provide financial advisory services with regard to the licensing agreement with Adapt Pharma Operations Limited described in Note 3. In exchange for these services, the Company incurred fixed fees of $ 225,000 3.75 317,917 The Company leases office space in three locations. The Company’s headquarters are located on the 12 th 5,056 The lease with Premier Office Centers, LLC (“Premier”), as amended effective October 1, 2016, has an initial term of five months and shall automatically renew for successive six month periods unless terminated by the Company in writing 60 days prior to the termination date. Premier may terminate the lease for any reason upon 30 days’ prior notice to the Company. The Company also leases office space in Suite 100 of 1180 North Town Center Drive, Las Vegas, NV 89144 for $ 299 Additionally, the Company leases office space in Euston Tower, L32 to L34, 286 Euston Road, London, England, NW1 3DP for a total of € 1,932 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of July 31, 2016, the Company’s deferred tax assets relate to net operating loss (“NOL”) carryforwards that were derived from operating losses from prior years as well as stock based compensation expense. A full valuation allowance has been applied to the Company’s deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. The Company’s NOL carryforwards can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. These NOL carryforwards begin to expire in 2026. No provision was made for federal income taxes as the Company has significant NOLs. All of the Company's income tax years remained open for examination by taxing authorities. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to the net loss before provision for income taxes for the following reasons: July 31, 2016 July 31, 2015 Net loss before taxes at statutory rate $ (3,242,916) $ (2,744,770) Permanent items 1,764 6,508 Temporary items 4,770,850 667,840 Income tax expense at statutory rate 1,529,698 (2,070,422) Valuation allowance (1,529,698) 2,070,422 Income tax expense per books $ - $ - July 31, 2016 July 31, 2015 Net operating loss carryover at statutory rate $ (10,063,523) $ (11,593,221) Stock-based compensation expense (9,217,868) (4,447,018) (19,281,391) (16,040,239) Valuation allowance 19,281,391 16,040,239 Net deferred tax asset $ - $ - The Company had no uncertain tax positions at July 31, 2016 or July 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 6, 2016 the Company received $ 500,000 On October 6, 2016, the Company granted options to purchase a total of 50,000 10.00 10 1,388 1,390 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require 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 financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $ 1,481,393 434,217 250,000 85,000 |
Accounts Receivable | Accounts Receivable The Company routinely assesses the recoverability of receivables to determine their collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company determines its allowance for doubtful accounts by considering such factors as the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole. |
Long-Lived Assets | Long-Lived Assets The Company follows ASC 360, Property, Plant, and Equipment 3 7 500 Intangibles Goodwill and Other 20 Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any years presented. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company follows ASC 260, Earnings per Share Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net loss position at the calculation date. Common Stock equivalents have not been included in the calculation of dilutive earnings (loss) per share as the result would be anti-dilutive. At July 31, 2016, potentially dilutive Common Stock equivalents are approximately 5,850,385 4,496,052 |
Research and Development Costs | Research and Development Costs The Company follows ASC 730, Research and Development |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in British Pounds and management has adopted ASC 830, Foreign Currency Translation Matters |
Stock-Based Compensation | Stock-Based Compensation ASC 718 Compensation Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity Based Payments to Non-Employees. The Company had stock-based compensation of $ 11,496,025 1,729,216 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable, note payable, and due to related parties. The fair value of the Company’s note payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of July 31, 2016 and 2015, the Company did not have any financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures 0 130,000 |
Revenue Recognition | Revenue Recognition The Company recognizes revenues from nonrefundable, up-front license fees related to collaboration agreements, on a straight-line basis over the contracted or estimated period of performance. The period of performance over which the revenues are recognized is typically the period over which the research and/or development is expected to occur or manufacturing services are expected to be provided. When the period of performance is based on the period over which research and/or development is expected to occur, the Company is required to make estimates regarding drug development and commercialization timelines. Because of the many risks and uncertainties associated with the development of drug candidates, these estimates regarding the period of performance may change. In addition, the Company evaluates each arrangement to determine whether or not it qualifies as a multiple-deliverable revenue arrangement under ASC 605-25. If one or more of the deliverables have a standalone value, then the arrangement would be separated into multiple units of accounting. This normally occurs when the R&D services could contractually and feasibly be provided by other vendors or if the customer could perform the remaining R&D itself, and when the Company has no further obligations and the right has been conveyed. When the deliverables cannot be separated, any initial payment received is treated like an advance payment for the services and recognized over the performance period, as determined based on all of the items in the arrangement. This period is usually the expected research and development period. The Company recognizes revenue from milestone payments upon achievement of the milestones and when the Company has no further involvement or obligation to perform services, as related to that specific element of the arrangement, provided the milestone is meaningful, and provided that collectability is reasonably assured and other revenue recognition criteria are met. The Company recognizes revenue from royalty revenue when the Company has fulfilled the terms of the contractual agreement and has no material future obligation, other than inconsequential and perfunctory support, and the amount of the royalty fee is determinable and collection is reasonably assured. Licensing Agreement On December 15, 2014, the Company entered into a licensing agreement (the “Adapt Agreement”) with Adapt Pharma Operations Limited, a wholly owned subsidiary of Adapt Pharma Limited (“Adapt”), an Ireland-based pharmaceutical company. Pursuant to the Adapt Agreement, the Company provided a global license to develop and commercialize the Company’s intranasal naloxone opioid overdose reversal treatment, now known as NARCAN® (naloxone hydrochloride) Nasal Spray. In exchange for licensing its treatment, the Company received a nonrefundable, upfront license fee of $ 500,000 The Company could also receive additional payments upon reaching various sales and regulatory milestones as well as royalty payments for commercial sales of NARCAN generated by Adapt. During the year ended July 31, 2016, the Company received $ 4,500,000 418,000 In addition, pursuant to the Adapt Agreement, the Company is required to contribute $ 2,500,000 2,341,419 204,908 The Company recognizes revenue for fees related to participation in the initial development plan and joint development calls as revenue once the fee is received and the Company has performed the required services for the period. Treatment Investments With respect to investments in interests in treatments, if an agreement provides an option that allows the investor in the treatment to convert an interest in a treatment into shares of Common Stock of the Company, then revenue is deferred until such time that the option expires or milestones are achieved that eliminate the investor’s right to exercise the option. Upon expiration of the exercise option, the deliverables of the arrangement are reviewed and evaluated under ASC 605. In the event the investor chooses to convert interests into shares of Common Stock, that transaction will be accounted for similar to a sale of shares of Common Stock for cash. |
Recently Issued Accounting Pronouncements | Recently Issued 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. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Assumptions Used in the Valuation | The assumptions used in the valuation for all of the options granted for the year ended July 31, 2016 and 2015 were as follows: 2016 2015 Market value of stock on measurement date $ 7.00 to 10.00 $ 3.75 to 7.30 Risk-free interest rate 0.71-2.05 % 1.00-1.73 % Dividend yield 0 % 0 % Volatility factor 124-373 % 147-407 % Term 3-10 years 3-5 years |
Schedule of Options and Warrants Outstanding | Stock option activity for year ended July 31, 2016 and is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2014 3,047,500 9.00 8.56 Granted 195,000 11.33 Forfeited/expired/cancelled (85,000) 11.21 Outstanding at July 31, 2015 3,157,500 9.42 7.58 Granted 1,507,500 7.38 Exercised (30,000) 5.00 Outstanding at July 31, 2016 4,635,000 8.79 7.39 $ 2,731,250 Exercisable at July 31, 2016 4,281,666 8.37 7.82 $ 2,731,250 Warrant activity for the year ended July 31, 2016 is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2014 1,254,752 $ 20.00 4.33 $ - Issued 83,800 9.07 - - Exercised - - - Outstanding at July 31, 2015 1,338,552 $ 19.53 3.55 $ - Expired (123,167) 35.55 - - Outstanding at July 31, 2016 1,215,385 $ 17.90 2.86 $ - Exercisable at July 31, 2016 490,385 $ 22.20 5.00 $ - |
Schedule of Nonvested Share Activity | A summary of the status of the Company’s non-vested options as of July 31, 2016 and changes during the year ended July 31, 2016 are presented below: Non-vested options Number of Weighted Average Non-vested at July 31, 2014 17,500 $ 3.11 Granted 195,000 5.09 Vested (175,000) 5.06 Non-vested at July 31, 2015 37,500 $ 3.85 Granted 1,507,500 7.06 Vested (1,454,167) 7.00 Non-vested at July 31, 2016 90,833 $ 7.27 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to the net loss before provision for income taxes for the following reasons: July 31, 2016 July 31, 2015 Net loss before taxes at statutory rate $ (3,242,916) $ (2,744,770) Permanent items 1,764 6,508 Temporary items 4,770,850 667,840 Income tax expense at statutory rate 1,529,698 (2,070,422) Valuation allowance (1,529,698) 2,070,422 Income tax expense per books $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of: July 31, 2016 July 31, 2015 Net operating loss carryover at statutory rate $ (10,063,523) $ (11,593,221) Stock-based compensation expense (9,217,868) (4,447,018) (19,281,391) (16,040,239) Valuation allowance 19,281,391 16,040,239 Net deferred tax asset $ - $ - |
Organization and Basis of Pre21
Organization and Basis of Presentation (Details Textual) - $ / shares | 12 Months Ended | |||
Jul. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity, Reverse Stock Split | 1:100 Reverse Stock Split | |||
Common Stock, Shares, Issued | 1,992,433 | 1,841,866 | 1,820,000 | |
Common Stock, Shares, Outstanding | 1,992,433 | 1,841,866 | 1,820,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Scenario, Previously Reported [Member] | ||||
Common Stock, Shares, Issued | 182,000,000 | |||
Common Stock, Shares, Outstanding | 182,000,000 |
Going Concern (Details Textual)
Going Concern (Details Textual) | Jul. 31, 2016USD ($) |
Going Concern [Line Items] | |
Working Capital Deficit | $ 2,380,539 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | ||||
Jul. 31, 2016USD ($)shares | Jul. 31, 2015USD ($)shares | Jul. 31, 2016GBP (£) | Dec. 31, 2014USD ($) | Jul. 31, 2014USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 1,481,393 | $ 434,217 | $ 254,770 | ||
Cash, FDIC Insured Amount | $ 250,000 | £ 85,000 | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 5,850,385 | 4,496,052 | |||
Share-based Compensation, Total | $ 11,496,025 | $ 1,729,216 | |||
Related Party Transaction, Amounts of Transaction | 0 | 130,000 | |||
Upfront License Fee | $ 500,000 | ||||
Required Contributions Of Development Regulatory And Commercialization Costs | 2,500,000 | ||||
Development Regulatory And Commercialization Cost Contributions | 2,341,419 | ||||
Development Regulatory And Commercialization Cost Contributions, Unpaid Amount | $ 204,908 | ||||
Capitalized Costs, Asset Retirement Costs | 500 | ||||
Adapt Agreement [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Proceeds From Milestone Payments | 4,500,000 | ||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 418,000 | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 7 years |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Dec. 08, 2015 | Oct. 02, 2015 | Nov. 13, 2014 | Sep. 09, 2014 | Sep. 08, 2014 | Aug. 13, 2014 | May 15, 2014 | May 28, 2016 | Dec. 23, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Jul. 20, 2015 | Feb. 17, 2015 | Dec. 31, 2014 | Oct. 31, 2014 | Sep. 17, 2014 | Dec. 31, 2013 | Dec. 17, 2013 | May 30, 2013 | Apr. 16, 2013 | Dec. 31, 2012 | Jul. 31, 2016 | Jul. 31, 2015 |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to Related Parties | $ 130,000 | ||||||||||||||||||||||
Debt Instrument Penalty Rate Stated Percentage | 8.50% | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.50% | 6.00% | 8.50% | ||||||||||||||||||||
Receivable with Imputed Interest, Due Date | Apr. 30, 2016 | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 350,000 | $ 151,191 | $ 0 | ||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 6, 2015 | Dec. 16, 2013 | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 220,000 | ||||||||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | $ 500,000 | $ 618,000 | $ 1,033,614 | $ 500,000 | $ 444,530 | $ 422,344 | $ 300,000 | $ 266,500 | $ 715,500 | $ 151,191 | $ 151,191 | $ 250,000 | $ 988,042 | $ 500,000 | $ 500,000 | $ 250,000 | $ 150,000 | $ 600,000 | |||||
Executive Officer [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Related Party Transaction Penalty Rate | 4.00% | ||||||||||||||||||||||
Executive Officer [Member] | Loans Receivable [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Loans Receivable, Basis Spread on Variable Rate | 6.00% | ||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to Related Parties | 65,000 | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 175,000 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to Related Parties | 52,000 | ||||||||||||||||||||||
Proceeds from Notes Payable | 35,000 | ||||||||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | $ 50,000 | ||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to Related Parties | $ 13,000 | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 140,000 | ||||||||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | 50,000 | ||||||||||||||||||||||
President [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from (Payments for) Other Financing Activities | $ 51,191 |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | 1 Months Ended | ||||
Jun. 21, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | |||||
Accrued Professional Fees, Current | $ 165,000 | ||||
Proceeds From Equity Or Debt Financing | $ 2,200,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 14.50% | 6.00% | ||
Common Stock, Shares, Outstanding | 1,992,433 | 1,841,866 | 1,820,000 | ||
Securities Pledged as Collateral [Member] | |||||
Debt Instrument [Line Items] | |||||
Common Stock, Shares, Outstanding | 22,916 | ||||
Secured Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Deferred Revenue (Details Textu
Deferred Revenue (Details Textual) - USD ($) | Dec. 08, 2015 | Oct. 02, 2015 | Sep. 22, 2015 | Nov. 13, 2014 | Sep. 09, 2014 | Sep. 08, 2014 | Aug. 13, 2014 | May 15, 2014 | May 28, 2016 | Feb. 29, 2016 | Dec. 23, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Jul. 20, 2015 | Feb. 17, 2015 | Oct. 31, 2014 | Sep. 17, 2014 | Jul. 28, 2014 | Jul. 22, 2014 | Dec. 17, 2013 | May 30, 2013 | Apr. 16, 2013 | Jul. 31, 2016 | Jul. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Proceeds from funding agreement | $ 500,000 | $ 618,000 | $ 1,033,614 | $ 500,000 | $ 444,530 | $ 422,344 | $ 300,000 | $ 266,500 | $ 715,500 | $ 151,191 | $ 151,191 | $ 250,000 | $ 988,042 | $ 500,000 | $ 500,000 | $ 250,000 | $ 150,000 | $ 600,000 | ||||||
Interest in asset | 0.75% | 0.824% | 2.1333% | 2.06723% | 0.98% | 0.88891% | 0.84469% | 1.50% | 0.35533% | 1.50% | 0.954% | 0.50% | 1.97609% | 0.98% | 1.00% | 0.22294% | 6.00% | 0.50% | 1.50% | 6.00% | ||||
Number of shares issuable | 50,000 | 37,500 | 25,000 | 50,000 | 62,500 | 31,250 | 18,750 | 75,000 | ||||||||||||||||
Deferred Revenue, Additions | $ 1,600,000 | $ 1,000,000 | $ 111,470 | $ 3,000,000 | ||||||||||||||||||||
Deferred Revenue, Description | Additionally, the Company may buy back, in whole or in part, the 0.75% Investor Interest, from the investor (i) within 2.5 years or (ii) after 2.5 years, but no later than four years, of the December 8, 2015 initial investment date, at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. | Additionally, the Company may buy back, in whole or in part, the 2.1333% Interest from Valour within 2.5 years or after 2.5 years of the initial investment at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. If an aforementioned treatment is not introduced to the market by September 22, 2018, Valour will have a 60 day option to exchange its 2.1333% Interest for shares of the Common Stock of the Company at an exchange rate of one-tenth of a share for every dollar of its investment. | Additionally, the Company may buy back, in whole or in part, the September 2014 0.98% Investor Interest (i) within 2.5 years or (ii) after 2.5 years, but no later than four years, of the September 9, 2014 initial investment date, at a price equal to two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. | Additionally, the Company may buy back, in whole or in part, the October 2014 0.98% Investor Interest from the investor (i) within 2.5 years or (ii) after 2.5 years, but no later than four years, of the October 31, 2014 investment date at a price equal to two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. | Additionally, the Company may buy back, in whole or in part, the 6.0% Fund Interest within 2.5 years or after 2.5 years of the July 22, 2014 initial investment date at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. | |||||||||||||||||||
Reaserach and Development Arrangementmay May 15, 2014, [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | $ 300,000 | |||||||||||||||||||||||
Reaserach and Development Arrangement July 22, 2014, [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | 3,000,000 | |||||||||||||||||||||||
Reaserach and Development Arrangement September 9, 2014, [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | 500,000 | |||||||||||||||||||||||
Reaserach and Development Arrangement October 31, 2014, [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | 500,000 | |||||||||||||||||||||||
Reaserach and Development Arrangement December 8, 2015, , [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | $ 500,000 | |||||||||||||||||||||||
Reaserach And Development Arrangement April 16 2013 [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | $ 600,000 | |||||||||||||||||||||||
Reaserach And Development Arrangement May 30, 2013 [Member] | ||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||||||
Deferred Revenue, Revenue Recognized | $ 150,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 10 | $ 7.30 |
Risk-free interest rate | 2.05% | 1.73% |
Volatility factor | 373.00% | 407.00% |
Term | 10 years | 5 years |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 7 | $ 3.75 |
Risk-free interest rate | 0.71% | 1.00% |
Volatility factor | 124.00% | 147.00% |
Term | 3 years | 3 years |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Number of Shares | |||
Granted | 1,507,500 | 195,000 | |
Stock Option [Member] | |||
Number of Shares | |||
Outstanding, Beginning Balance | 3,157,500 | 3,047,500 | |
Granted | 1,507,500 | 195,000 | |
Forfeited/expired/cancelled | (85,000) | ||
Exercised | (30,000) | ||
Outstanding, Ending Balance | 4,635,000 | 3,157,500 | 3,047,500 |
Exercisable | 4,281,666 | ||
Weighted- average Remaining Contractual Term (years) | |||
Outstanding | 7 years 4 months 20 days | 7 years 6 months 29 days | 8 years 6 months 22 days |
Exercisable | 7 years 9 months 25 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 2,731,250 | ||
Exercisable | $ 2,731,250 | ||
Weighted- average Exercise Price | |||
Outstanding, Beginning Balance | $ 9.42 | $ 9 | |
Granted | 7.38 | 11.33 | |
Forfeited/expired/cancelled | 5 | 11.21 | |
Outstanding, Ending Balance | 8.79 | $ 9.42 | $ 9 |
Exercisable | $ 8.37 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Number of Options | ||
Non-vested, Beginning Balance | 37,500 | 17,500 |
Granted | 1,507,500 | 195,000 |
Vested | (1,454,167) | (175,000) |
Non-vested, Ending Balance | 90,833 | 37,500 |
Weighted Average Grant Date Fair Value | ||
Non-vested, Beginning Balance | $ 3.85 | $ 3.11 |
Granted | 7.06 | 5.09 |
Vested | 7 | 5.06 |
Non-vested, Ending Balance | $ 7.27 | $ 3.85 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Number of Shares | |||
Outstanding, Beginning Balance | 1,338,552 | 1,254,752 | |
Issued | 83,800 | ||
Exercised | 0 | ||
Expired | (123,167) | ||
Outstanding, Ending Balance | 1,215,385 | 1,338,552 | 1,254,752 |
Exercisable | 490,385 | ||
Weighted- average Exercise Price | |||
Outstanding, Beginning Balance | $ 19.53 | $ 20 | |
Issued | 9.07 | ||
Expired | 35.55 | ||
Outstanding, Ending Balance | 17.90 | $ 19.53 | $ 20 |
Exercisable | $ 22.20 | ||
Weighted- average Remaining Contractual Term (years) | |||
Outstanding | 2 years 10 months 10 days | 3 years 6 months 18 days | 4 years 3 months 29 days |
Exercisable | 5 years | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 0 | $ 0 |
Exercisable | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 08, 2016 | Feb. 08, 2016 | Feb. 02, 2016 | Oct. 06, 2015 | Jun. 24, 2016 | May 17, 2016 | Apr. 26, 2016 | Mar. 25, 2016 | Mar. 21, 2016 | Feb. 29, 2016 | Dec. 18, 2015 | Nov. 19, 2015 | Oct. 27, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 19, 2015 | Jan. 31, 2015 | Jan. 25, 2015 | Jan. 09, 2015 | Dec. 31, 2014 | Dec. 16, 2014 | Nov. 12, 2014 | Aug. 31, 2014 | Aug. 02, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Sep. 30, 2016 | Sep. 23, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 1,507,500 | 195,000 | ||||||||||||||||||||||||||||
Stock based compensation expense | $ 99,039 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 5,500 | 800 | 1,232 | 20,900 | 5,000 | 24,015 | 7,846 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 57,750 | $ 5,840 | $ 8,994 | $ 141,130 | $ 19,720 | $ 91,258 | $ 44,723 | 1,185,479 | $ 311,665 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 106,385 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,746 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 30,000 | $ 0 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 15,715 | |||||||||||||||||||||||||||||
Letter Of Intent [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 3,582 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 32,775 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 91,520 | $ 94,500 | $ 64,050 | $ 120,347 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 11,000 | 9,000 | 7,000 | 14,327 | ||||||||||||||||||||||||||
Additional Stock Issue During Period Upon Milestones | 92,634 | |||||||||||||||||||||||||||||
Shares, Issued | 3,582 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 10,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 80,500 | |||||||||||||||||||||||||||||
Aegis Therapeutics, LLC [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares | 13,697 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value | $ 106,152 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 106,385 | $ 431,500 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,746 | 50,000 | ||||||||||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 1,507,500 | 195,000 | ||||||||||||||||||||||||||||
Options granted, exercise price | $ 7.38 | $ 11.33 | ||||||||||||||||||||||||||||
October 27, 2015 [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 1,437,500 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 7.25 | |||||||||||||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||||||||||||
Stock based compensation expense | $ 10,062,500 | |||||||||||||||||||||||||||||
Non Vested Stock Options [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Unrecognized stock-based compensation cost | 460,879 | |||||||||||||||||||||||||||||
Issue Date One [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 13,000 | |||||||||||||||||||||||||||||
Issue Date Two [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 13,000 | |||||||||||||||||||||||||||||
August 2 Option Grant [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 30,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | $ 173,999 | |||||||||||||||||||||||||||||
November 12 Option Grant [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 30,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 103,951 | |||||||||||||||||||||||||||||
Vesting Period | 3 years | |||||||||||||||||||||||||||||
Fair value of option granted | 188,825 | |||||||||||||||||||||||||||||
November 12 Option Grant Two [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 20,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 15 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 67,984 | |||||||||||||||||||||||||||||
Fair value of option granted | 127,150 | |||||||||||||||||||||||||||||
January 9 Option Grant [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 15,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 65,163 | |||||||||||||||||||||||||||||
January 25 Option Grant [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 10,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 36,169 | |||||||||||||||||||||||||||||
March 19 Option Grant [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 48,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 282,227 | |||||||||||||||||||||||||||||
July 2015 Option Grant [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 10,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 3 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 55,043 | |||||||||||||||||||||||||||||
March 19 Option Grant Two [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 32,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 15 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 186,655 | |||||||||||||||||||||||||||||
December 16 Warrant Issuance [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8 | |||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 144,724 | 144,724 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 38,800 | |||||||||||||||||||||||||||||
March 19 Warrant Issuance [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 264,588 | $ 264,588 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,000 | |||||||||||||||||||||||||||||
May 17, 2016 [Member] | Stock Option [Member] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Option Granted | 70,000 | |||||||||||||||||||||||||||||
Options granted, exercise price | $ 10 | |||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||
Stock based compensation expense | 149,007 | |||||||||||||||||||||||||||||
Fair value of option granted | $ 580,286 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options for each new director vest as follows: 11,667 shares vest upon the uplisting of the Company to the NASDAQ Stock Market; 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional investors commencing May 5, 2016; and 11,666 shares vest upon the first submission of a NDA to the FDA for one of the Companys products by either the Company or a Company licensee. |
Licensing Agreement (Details Te
Licensing Agreement (Details Textual) - USD ($) | Oct. 06, 2015 | Apr. 30, 2016 | Apr. 26, 2016 | Feb. 29, 2016 |
Payments to Acquire Management Contract Rights | $ 75,000 | |||
Stock Issued During Period, Shares, New Issues | 10,746 | |||
Stock Issued During Period, Value, New Issues | $ 106,385 | |||
Payments for Nonrefundable And Noncreditable License Issuance Fee | $ 300,000 | |||
Additional Licensing Agreement Fees | $ 100,000 | |||
Payments for Minimum Quarterly Nonrefundable License Issuance Fee | 25,000 | |||
Minimum [Member] | ||||
Licensing Agreement, Development Milestone Fees | 250,000 | |||
Maximum [Member] | ||||
Licensing Agreement, Development Milestone Fees | $ 4,000,000 | |||
RoyaltyAgreementTerms [Member] | ||||
Other Commitments, Description | the Company shall pay Aegis royalties (the Royalties) on annual net sales of (i) pharmaceutical formulations containing the Compound as an active ingredient and (ii) Aegiss proprietary chemically synthesizable excipient(s), including without limitation the Intravail excipients ((i) and (ii) together, the Products), ranging from (A) low single digits for Products with an aggregate annual Net Sales (as defined in Exhibit 1 to the Letter Agreement) during a calendar year of $50 million or less to (B) mid-single digits for Products with Net Sales of greater than $1 billion. | |||
Aegis Therapeutics, LLC [Member] | ||||
Payments to Acquire Management Contract Rights | $ 75,000 | |||
Licensing Agreement Value | $ 300,000 | |||
Percentage Of Shares Issued For Amendment Agreement | 50.00% | |||
Percentage Of Shares To Be Issued On Average Closing Price | 75.00% | |||
License Extension Payment Consideration | $ 150,000 | |||
Stock Issued During Period, Shares, Other | 13,697 | |||
Stock Issued During Period, Value, Other | $ 106,152 | |||
Stock Issued During Period, Shares, New Issues | 50,000 |
Commitments (Details Textuals)
Commitments (Details Textuals) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2016USD ($) | Jul. 20, 2015USD ($) | Jul. 31, 2016USD ($) | Jul. 31, 2016GBP (£) | Jul. 31, 2015USD ($) | |
Selling Expense | $ 317,917 | $ 0 | |||
Adapt Pharma Operations Limited [Member] | |||||
Payments for Other Fees | $ 75,000 | $ 225,000 | |||
Additional Consultant Fee Payable,Percentage | 3.75% | 3.75% | 3.75% | ||
Operating Leases, Rent Expense | $ 3,000,000 | ||||
Selling Expense | 317,917 | ||||
Premier Office Centers, LLC [Member] | |||||
Operating Leases, Monthly Rent Expense | $ 5,056 | ||||
Description of Lessee Leasing Arrangements, Operating Leases | The lease with Premier Office Centers, LLC (Premier), as amended effective October 1, 2016, has an initial term of five months and shall automatically renew for successive six month periods unless terminated by the Company in writing 60 days prior to the termination date. Premier may terminate the lease for any reason upon 30 days prior notice to the Company. | The lease with Premier Office Centers, LLC (Premier), as amended effective October 1, 2016, has an initial term of five months and shall automatically renew for successive six month periods unless terminated by the Company in writing 60 days prior to the termination date. Premier may terminate the lease for any reason upon 30 days prior notice to the Company. | |||
Regus Management Group, LLC [Member] | |||||
Operating Leases, Monthly Rent Expense | $ 299 | ||||
Lease Expiration Date | Jul. 31, 2017 | ||||
Euston Tower Serviced Offices Ltd [Member] | |||||
Operating Leases, Rent Expense | £ | £ 1,932 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Tax Reconciliation | ||
Net loss before taxes at statutory rate | $ (3,242,916) | $ (2,744,770) |
Permanent items | 1,764 | 6,508 |
Temporary items | 4,770,850 | 667,840 |
Income tax expense at statutory rate | 1,529,698 | (2,070,422) |
Valuation allowance | (1,529,698) | 2,070,422 |
Income tax expense per books | 0 | 0 |
Deferred Tax Assets Components | ||
Net operating loss carryover at statutory rate | (10,063,523) | (11,593,221) |
Stock-based compensation expense | (9,217,868) | (4,447,018) |
Deferred Tax Assets, Gross | (19,281,391) | (16,040,239) |
Valuation allowance | 19,281,391 | 16,040,239 |
Net deferred tax asset | $ 0 | $ 0 |
Net operating losses carryover, expiration date | Dec. 31, 2016 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 06, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | |
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,507,500 | 195,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,454,167 | 175,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10 | ||
Proceeds From Regulatory Milestone Payment | $ 500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Subsequent Event [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,388 | ||
Subsequent Event [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,390 |