Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2016 | Dec. 05, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | OPIANT PHARMACEUTICALS, INC. | |
Entity Central Index Key | 1,385,508 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | OPNT | |
Entity Common Stock, Shares Outstanding | 2,036,904 |
Balance Sheets
Balance Sheets - USD ($) | Oct. 31, 2016 | Jul. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,184,568 | $ 1,481,393 |
Accounts receivable | 699,142 | 312,498 |
Prepaid insurance | 69,878 | 62,404 |
Total current assets | 1,953,588 | 1,856,295 |
Other assets | ||
Computer equipment (net of accumulated amortization of $1,958 at October 31, 2016 and $1,016 at July 31, 2016) | 5,579 | 6,521 |
Patents and patent applications (net of accumulated amortization of $8,731 at October 31, 2016 and $8,388 at July 31, 2016) | 18,719 | 19,062 |
Total assets | 1,977,886 | 1,881,878 |
Current liabilities | ||
Accounts payable and accrued liabilities | 641,454 | 140,584 |
Accrued salaries and wages | 3,696,049 | 3,681,250 |
Note payable | 165,000 | 165,000 |
Deferred revenue | 250,000 | 250,000 |
Total current liabilities | 4,752,503 | 4,236,834 |
Deferred revenue | 2,350,000 | 2,350,000 |
Total liabilities | 7,102,503 | 6,586,834 |
Stockholders' deficit | ||
Common stock; par value $0.001; 1,000,000,000 shares authorized; 1,992,433 shares issued and outstanding at October 31, 2016 and July 31, 2016 | 1,992 | 1,992 |
Additional paid-in capital | 56,659,361 | 56,478,394 |
Accumulated deficit | (61,785,970) | (61,185,342) |
Total stockholders' deficit | (5,124,617) | (4,704,956) |
Total liabilities and stockholders' deficit | $ 1,977,886 | $ 1,881,878 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2016 | Jul. 31, 2016 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,958 | $ 1,016 |
Finite-Lived Intangible Assets, Accumulated Amortization (in dollars) | $ 8,731 | $ 8,388 |
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 | 1,992,433 |
Common Stock, Shares, Outstanding | 1,992,433 | 1,992,433 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Revenues | ||
Royalty and licensing revenue | $ 1,121,142 | $ 120,000 |
Revenues | 1,121,142 | 120,000 |
Operating expenses | ||
General and administrative | 1,216,302 | 10,791,380 |
Research and development | 441,834 | 429,450 |
Selling expenses | 42,036 | 0 |
Total operating expenses | 1,700,172 | 11,220,830 |
Loss from operations | (579,030) | (11,100,830) |
Other expense | ||
Interest expense, net | (2,244) | (5,828) |
Loss on foreign exchange | (19,354) | (3,359) |
Total other expense | (21,598) | (9,187) |
Loss before provision for income taxes | (600,628) | (11,110,017) |
Provision for income taxes | 0 | 0 |
Net loss | $ (600,628) | $ (11,110,017) |
Loss per share of common stock: | ||
Basic and diluted | $ (0.3) | $ (6) |
Weighted average common stock outstanding | ||
Basic and diluted | 1,992,433 | 1,850,182 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Cash flows used in operating activities | ||
Net loss | $ (600,628) | $ (11,110,017) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 1,285 | 343 |
Issuance of common stock for services | 0 | 186,652 |
Stock based compensation from issuance of options | 180,967 | 10,092,179 |
Changes in assets and liabilities: | ||
Decrease (increase) in prepaid expenses | (7,474) | 15,435 |
Increase in accounts receivable | (386,644) | 0 |
Increase (decrease) in accounts payable | 500,870 | (208,358) |
Increase in accrued salaries and wages | 14,799 | 275,607 |
Net cash used in operating activities | (296,825) | (748,159) |
Cash flows provided by financing activities | ||
Payments from related parties on notes payable | 0 | 151,191 |
Investment received in exchange for royalty agreement | 0 | 618,000 |
Net cash provided by financing activities | 0 | 769,191 |
Net increase (decrease) in cash and cash equivalents | (296,825) | 21,032 |
Cash and cash equivalents, beginning of period | 1,481,393 | 434,217 |
Cash and cash equivalents, end of period | 1,184,568 | 455,249 |
Supplemental disclosure | ||
Interest paid during the period | 0 | 0 |
Taxes paid during the period | $ 0 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Oct. 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. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended July 31, 2016 and notes thereto and other pertinent information contained in the Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”). The results of operations for the three months ended October 31, 2016 are not necessarily indicative of the results for the full fiscal year ending July 31, 2017. |
Going Concern
Going Concern | 3 Months Ended |
Oct. 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 October 31, 2016 of $ 2,798,915 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, par value $0.001 per share (the “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 | 3 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. 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 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 | 3 Months Ended |
Oct. 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Oct. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock During the three months ended October 31, 2016 the Company did not issue any shares of Common Stock. 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 October 6, 2016, the Company granted options to purchase a total of 50,000 10.00 10 1,388 1,390 425,000 49,261 The Company also recognized stock based compensation expense of $ 131,706 2016 2015 Market value of stock on measurement date $ 7.52 to 8.71 $ 7.00 Risk-free interest rate 0.88-1.75 % 2.05 % Dividend yield 0 % 0 % Volatility factor 114-348 % 373 % Term 3.03-10.00 years 10 years Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2016 4,635,000 8.79 7.39 2,731,250 Granted 50,000 10.00 Outstanding at October 31, 2016 4,685,000 8.80 7.16 $ 2,053,125 Exercisable at October 31, 2016 4,285,833 8.37 7.56 $ 2,053,125 Non-vested options Number of Weighted Average Non-vested at July 31, 2016 90,833 $ 7.27 Granted 50,000 8.50 Vested (4,167) 5.64 Non-vested at October 31, 2016 136,666 $ 7.83 At October 31, 2016, there was $ 681,767 Warrants Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2016 1,215,385 $ 17.90 2.86 $ - Expired (63,100) 50.00 Outstanding at October 31, 2016 1,152,285 $ 16.15 2.76 $ - Exercisable at October 31, 2016 427,285 $ 18.09 5.46 $ - |
Commitments
Commitments | 3 Months Ended |
Oct. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure | 6. 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 a licensing agreement. In exchange for these services, the Company incurred fixed fees of $ 225,000 75,000 3.75 3,000,000 42,036 On November 19, 2015, the Company issued 14,327 120,347 92,634 3,582 14,327 In October 2016, the Company in-licensed a heroin vaccine from Walter Reed Army Institute of Research. In consideration for the license the Company agreed to pay a royalty of 3 4 10,000 715,672 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 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 2, 2016, the Company granted 1,000 0.001 On November 3, 2016, the Company received $ 524,142 On November 4, 2016, the Company appointed Thomas T. Thomas to the Company’s board of directors and granted Mr. Thomas options to purchase 35,000 10.00 5 vest as follows: (i) 11,667 shares vest upon the uplisting of the Company to the NASDAQ Stock Market; (ii) 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional investors starting from November 4, 2016; and 11,666 shares vest upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of Company’s products by Company itself or a Company licensee. On November 4, 2016, the Registrar of Companies of England and Wales certified that Opiant Pharmaceuticals UK Limited (“OPUK”) was incorporated under the Companies Act of 2006 as a private company. OPUK is a wholly-owned subsidiary of the Company and Kevin Pollack, Chief Financial Officer, Director, Secretary and Treasurer of the Company, serves as Director of the OPUK. On November 10, 2016, the Company issued 14,327 On December 13, 2016, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with SWK Funding LLC (“SWK”) pursuant to which the Company sold, and SWK purchased, the Company’s right to receive, commencing on October 1, 2016, all Royalties arising from the sale by Adapt, pursuant to that certain License Agreement between the Company and Adapt, dated as of December 15, 2014, as amended (the “Adapt Agreement”), of NARCAN® (naloxone hydrochloride) Nasal Spray (“NARCAN”) or any other Product, up to (i) $20,625,000 and then the Residual Royalty thereafter or (ii) $26,250,000, if Adapt has received in excess of $25,000,000 of cumulative Net Sales for any two consecutive fiscal quarters during the period from October 1, 2016 through September 30, 2017 from the sale of NARCAN (the “Earn Out Milestone”), and then the Residual Royalty thereafter. On December 15, 2014, the Company and Adapt entered into the Adapt Agreement which provides Adapt with a global license to develop and commercialize the Company’s intranasal naloxone opioid overdose reversal treatment (“Product”) in exchange for the Company receiving potential development and sales milestone payments of more than a total of $55 million plus up to double-digit royalties. On December 13, 2016, the Company and Adapt entered into Amendment No. 1 to the Adapt Agreement (the “Amendment”) which amends the terms of the Adapt Agreement relating to the grant of a commercial sublicense outside of the Unites States and diligence efforts for commercialization of the Product. Under the terms of the Amendment, Adapt is required to use commercially reasonable efforts to commercialize the Product in the United States. In the event that Adapt wishes to grant a commercial sublicense to a third party in the European Union or the United Kingdom, the Company and Adapt have agreed to negotiate an additional amendment to the Adapt Agreement to include reduced financial terms with respect to the commercial sublicense in such territory. Under such terms, the Company would receive an escalating double-digit percentage of all net revenue received by Adapt from a commercial sublicensee in the European Union or the United Kingdom. Net revenue received by Adapt from a commercial sublicensee in European Union or the United Kingdom would be included in determining sales-based milestones due to the Company. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 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. |
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) | 3 Months Ended |
Oct. 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 three months ended October 31, 2016 and 2015 were as follows: 2016 2015 Market value of stock on measurement date $ 7.52 to 8.71 $ 7.00 Risk-free interest rate 0.88-1.75 % 2.05 % Dividend yield 0 % 0 % Volatility factor 114-348 % 373 % Term 3.03-10.00 years 10 years |
Schedule of Options and Warrants Outstanding | Stock option activity for three months ended October 31, 2016 and is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2016 4,635,000 8.79 7.39 2,731,250 Granted 50,000 10.00 Outstanding at October 31, 2016 4,685,000 8.80 7.16 $ 2,053,125 Exercisable at October 31, 2016 4,285,833 8.37 7.56 $ 2,053,125 Warrant activity for the three months ended October 31, 2016 is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2016 1,215,385 $ 17.90 2.86 $ - Expired (63,100) 50.00 Outstanding at October 31, 2016 1,152,285 $ 16.15 2.76 $ - Exercisable at October 31, 2016 427,285 $ 18.09 5.46 $ - |
Schedule of Nonvested Share Activity | Non-vested options Number of Weighted Average Non-vested at July 31, 2016 90,833 $ 7.27 Granted 50,000 8.50 Vested (4,167) 5.64 Non-vested at October 31, 2016 136,666 $ 7.83 |
Going Concern (Details Textual)
Going Concern (Details Textual) | Oct. 31, 2016USD ($)$ / shares |
Going Concern [Line Items] | |
Working Capital Deficit | $ | $ 2,798,915 |
Share Price | $ / shares | $ 0.001 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 0.001 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 7 | |
Risk-free interest rate | 2.05% | |
Dividend yield | 0.00% | 0.00% |
Volatility factor | 373.00% | |
Term | 10 years | |
Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 8.71 | |
Risk-free interest rate | 1.75% | |
Volatility factor | 348.00% | |
Term | 10 years | |
Employee Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 7.52 | |
Risk-free interest rate | 0.88% | |
Volatility factor | 114.00% | |
Term | 3 years 11 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jul. 31, 2016 | |
Number of Shares | ||
Granted | 50,000 | |
Stock Option [Member] | ||
Number of Shares | ||
Outstanding, Beginning Balance | 4,635,000 | |
Granted | 50,000 | |
Outstanding, Ending Balance | 4,685,000 | 4,635,000 |
Exercisable | 4,285,833 | |
Weighted- average Exercise Price | ||
Outstanding, Beginning Balance | $ 8.79 | |
Granted | 10 | |
Outstanding, Ending Balance | 8.8 | $ 8.79 |
Exercisable | $ 8.37 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 7 years 1 month 28 days | 7 years 4 months 20 days |
Exercisable | 7 years 6 months 22 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 2,053,125 | $ 2,731,250 |
Exercisable | $ 2,053,125 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 3 Months Ended |
Oct. 31, 2016$ / sharesshares | |
Number of Options | |
Non-vested, Beginning Balance | shares | 90,833 |
Granted | shares | 50,000 |
Vested | shares | (4,167) |
Non-vested, Ending Balance | shares | 136,666 |
Weighted Average Grant Date Fair Value | |
Non-vested, Beginning Balance | $ / shares | $ 7.27 |
Granted | $ / shares | 8.5 |
Vested | $ / shares | 5.64 |
Non-vested, Ending Balance | $ / shares | $ 7.83 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jul. 31, 2016 | |
Number of Shares | ||
Outstanding, Beginning Balance | 1,215,385 | |
Expired | (63,100) | |
Outstanding, Ending Balance | 1,152,285 | 1,215,385 |
Exercisable | 427,285 | |
Weighted- average Exercise Price | ||
Outstanding, Beginning Balance | $ 17.9 | |
Expired | 50 | |
Outstanding, Ending Balance | 16.15 | $ 17.9 |
Exercisable | $ 18.09 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 2 years 9 months 4 days | 2 years 10 months 10 days |
Exercisable | 5 years 5 months 16 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 0 | $ 0 |
Exercisable | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Oct. 06, 2016 | Oct. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Granted | 50,000 | |
Stock based compensation expense | $ 131,706 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 4,167 | |
Share-based Compensation Award, Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,388 | |
Share-based Compensation Award, Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,390 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Granted | 50,000 | |
Options granted, exercise price | $ 10 | |
Expiration period | 10 years | |
Stock based compensation expense | $ 49,261 | |
Fair value of option granted | 425,000 | |
Non Vested Stock Options [Member] | Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation cost | $ 681,767 |
Commitments (Details Textual)
Commitments (Details Textual) | Nov. 10, 2016shares | Oct. 31, 2016USD ($) | Nov. 19, 2015USD ($)shares | Oct. 31, 2016USD ($) | Oct. 31, 2016GBP (£) | Oct. 31, 2015USD ($) | Jul. 31, 2016USD ($)shares | Jul. 31, 2015USD ($) |
Selling Expense | $ 42,036 | $ 0 | ||||||
Percentage of Royalty Net Sales | 3.00% | |||||||
Percentage of Royalty Sublicensed | 4.00% | |||||||
Payments For Minimum Annual Royalty | $ 10,000 | 10,000 | ||||||
Fixed Milestone Payments | $ 715,672 | 715,672 | ||||||
Subsequent Event [Member] | ||||||||
Stock to Be Issued | shares | 14,327 | |||||||
Letter Of Intent [Member] | ||||||||
Additional Stock Issue During Period Upon Milestones | shares | 92,634 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 14,327 | |||||||
Stock Issued During Period, Value, New Issues | $ 120,347 | |||||||
Shares, Issued | shares | 3,582 | |||||||
Adapt Pharma Operations Limited [Member] | ||||||||
Payments for Other Fees | $ 225,000 | $ 75,000 | ||||||
Additional Consultant Fee Payable,Percentage | 3.75% | |||||||
Operating Leases, Rent Expense | 3,000,000 | |||||||
Selling Expense | 42,036 | |||||||
Euston Tower Serviced Offices Ltd [Member] | ||||||||
Operating Leases, Rent Expense | £ | £ 1,932 | |||||||
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 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Dec. 13, 2016 | Nov. 10, 2016 | Nov. 04, 2016 | Nov. 03, 2016 | Nov. 02, 2016 | Oct. 31, 2016 | Jul. 31, 2016 | Dec. 15, 2014 |
Subsequent Event [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | |||||||
Finite-Lived License Agreements, Gross | $ 55,000,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock to Be Issued | 14,327 | |||||||
Proceeds From Royalty Payment | $ 524,142 | |||||||
License Agreement Amendment Description | (i) $20,625,000 and then the Residual Royalty thereafter or (ii) $26,250,000, if Adapt has received in excess of $25,000,000 of cumulative Net Sales for any two consecutive fiscal quarters during the period from October 1, 2016 through September 30, 2017 from the sale of NARCAN (the Earn Out Milestone), and then the Residual Royalty thereafter. | |||||||
Residual Royalty Defined In Purchase Agreement | (i) if the Earn Out Milestone is paid, then SWK shall receive 10% of all Royalties; provided, however, if no generic version of NARCAN is commercialized prior to the sixth anniversary of the Closing, then SWK shall receive 5% of all Royalties after such date, and (ii) if the Earn Out Milestone is not paid, then SWK shall receive 7.86% of all Royalties; provided, however, that if no generic version of NARCAN is commercialized prior to the sixth anniversary of the Closing, then SWK shall receive 3.93% of all Royalties after such date. | |||||||
Purchase Agreement Grants Description | (i) the right to receive the statements produced by Adapt pursuant to Section 5.6 of the Adapt Agreement and (ii) the right, to the extent possible under the Purchase Agreement, to cure any breach of or default under any Product Agreement by the Company. | |||||||
Upfront Purchase Price Received Under Purchase Agreement | $ 13,750,000 | |||||||
Milestone Payment Receivable Under Purchase Agreement | $ 3,750,000 | |||||||
Indemnification Obligations Under Purchase Agreement Description | Absent fraud by the Company, the Company’s indemnification obligations under the Purchase Agreement shall not exceed, individually or in the aggregate, an amount equal to the Purchase Price plus an annual rate of return of 12% (compounded monthly) as of any date of determination, with a total indemnification cap not to exceed 150% of the Purchase Price, less all Royalties received by SWK, without duplication, under the Purchase Agreement prior to and through resolution of the applicable claim. | |||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||
Subsequent Event [Member] | Thomas [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 35,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest as follows: (i) 11,667 shares vest upon the uplisting of the Company to the NASDAQ Stock Market; (ii) 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional investors starting from November 4, 2016; and 11,666 shares vest upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of Companys products by Company itself or a Company licensee. |