Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jan. 31, 2017 | Mar. 07, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 12,925,829 | $ 1,481,393 |
Accounts receivable | 0 | 312,498 |
Prepaid expenses | 52,017 | 62,404 |
Total current assets | 12,977,846 | 1,856,295 |
Other assets | ||
Computer equipment (net of accumulated amortization of $2,900 at January 31, 2017 and $1,016 at July 31, 2016) | 4,637 | 6,521 |
Patents and patent applications (net of accumulated amortization of $9,074 at January 31, 2017 and $8,388 at July 31, 2016) | 18,376 | 19,062 |
Total assets | 13,000,859 | 1,881,878 |
Current liabilities | ||
Accounts payable and accrued liabilities | 756,212 | 140,584 |
Accrued salaries and wages | 3,690,289 | 3,681,250 |
Note payable | 0 | 165,000 |
Deferred revenue | 750,000 | 250,000 |
Total current liabilities | 5,196,501 | 4,236,834 |
Deferred revenue | 1,850,000 | 2,350,000 |
Total liabilities | 7,046,501 | 6,586,834 |
Stockholders' equity (deficit) | ||
Common stock; par value $0.001; 1,000,000,000 shares authorized; 2,007,760 shares issued and outstanding at January 31, 2017 and 1,992,433 shares issued and outstanding at July 31, 2016 | 2,008 | 1,992 |
Additional paid-in capital | 57,088,530 | 56,478,394 |
Accumulated deficit | (51,136,180) | (61,185,342) |
Total stockholders' equity (deficit) | 5,954,358 | (4,704,956) |
Total liabilities and stockholders' equity (deficit) | $ 13,000,859 | $ 1,881,878 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 31, 2017 | Jul. 31, 2016 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 2,900 | $ 1,016 |
Finite-Lived Intangible Assets, Accumulated Amortization (in dollars) | $ 9,074 | $ 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 | 2,007,760 | 1,992,433 |
Common Stock, Shares, Outstanding | 2,007,760 | 1,992,433 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Revenue | ||||
Royalty and licensing revenue | $ 13,535,000 | $ 6,860,000 | $ 14,656,142 | $ 6,980,000 |
Revenues | 13,535,000 | 6,860,000 | 14,656,142 | 6,980,000 |
Operating expenses | ||||
General and administrative | 1,355,704 | 2,394,505 | 2,572,006 | 12,990,324 |
Research and development | 344,836 | 254,881 | 786,670 | 879,892 |
Selling expenses | 1,196,563 | 209,251 | 1,238,599 | 209,251 |
Total operating expenses | 2,897,103 | 2,858,637 | 4,597,275 | 14,079,467 |
Income (loss) from operations | 10,637,897 | 4,001,363 | 10,058,867 | (7,099,467) |
Other income (expense) | ||||
Interest income (expense), net | 877 | (5,491) | (1,367) | (11,319) |
Income (loss) on foreign exchange | 11,016 | (25,832) | (8,338) | (29,191) |
Total other income (expense) | 11,893 | (31,323) | (9,705) | (40,510) |
Income (loss) before provision for income taxes | 10,649,790 | 3,970,040 | 10,049,162 | (7,139,977) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ 10,649,790 | $ 3,970,040 | $ 10,049,162 | $ (7,139,977) |
Basic income (loss) per common share | $ 5.31 | $ 2.11 | $ 5.03 | $ (3.83) |
Diluted income (loss) per common share | $ 4.91 | $ 1.52 | $ 4.55 | $ (3.83) |
Basic weighted average common shares outstanding | 2,006,181 | 1,880,279 | 1,999,307 | 1,865,230 |
Diluted weighted average common shares outstanding | 2,169,966 | 2,605,270 | 2,210,990 | 1,865,230 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - 6 months ended Jan. 31, 2017 - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
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 | |||
Stock issued for services | 92,623 | $ 16 | 92,607 | 0 |
Stock issued for services (in shares) | 15,327 | |||
Stock based compensation from issuance of stock options | 517,529 | $ 0 | 517,529 | 0 |
Net income | 10,049,162 | 0 | 0 | 10,049,162 |
Balance at Jan. 31, 2017 | $ 5,954,358 | $ 2,008 | $ 57,088,530 | $ (51,136,180) |
Balance, shares at Jan. 31, 2017 | 2,007,760 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Cash flows used in operating activities | ||
Net income (loss) | $ 10,049,162 | $ (7,139,977) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 2,570 | 686 |
Issuance of common stock for services | 92,623 | 456,483 |
Stock based compensation from issuance of options | 517,529 | 10,166,391 |
Changes in assets and liabilities: | ||
Decrease in prepaid expenses | 10,387 | 6,060 |
Increase in accounts receivable | 312,498 | 0 |
Decrease in deferred revenue | 0 | (4,300,000) |
Increase (decrease) in accounts payable | 615,628 | (280,245) |
Increase in accrued salaries and wages | 9,039 | 734,441 |
Net cash provided by (used in) operating activities | 11,609,436 | (356,161) |
Cash flows provided by financing activities | ||
Proceeds from related parties notes payable | 0 | 151,191 |
Payments of related parties notes payable | 0 | (281,191) |
Repayment of notes payable | (165,000) | 0 |
Investment received in exchange for royalty agreement | 0 | 1,333,500 |
Net cash provided by (used in) financing activities | (165,000) | 1,203,500 |
Net increase in cash and cash equivalents | 11,444,436 | 847,339 |
Cash and cash equivalents, beginning of period | 1,481,393 | 434,217 |
Cash and cash equivalents, end of period | 12,925,829 | 1,281,556 |
Supplemental disclosure | ||
Interest paid during the period | 4,828 | 78,865 |
Taxes paid during the period | $ 0 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jan. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Opiant Pharmaceuticals, Inc. (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 consolidated 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 consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated 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 consolidated 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 and six months ended January 31, 2017 are not necessarily indicative of the results for the full fiscal year ending July 31, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company prepares its consolidated 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 consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Opiant Pharmaceuticals UK Limited, a company incorporated on November 4, 2016 under the England and Wales Companies Act of 2006. Intercompany balances and transactions are eliminated upon consolidation. Earnings (loss) per share is calculated by dividing the net income (loss) available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. Diluted income per share reflects the potential dilution that would occur if outstanding stock options and warrants were exercised utilizing the treasury stock method. In a loss year, dilutive common equivalent shares are excluded from the loss per share calculation as the effect would be anti-dilutive. For the Three Months Ended January 31, 2017 2016 Weighted Weighted Average Average Common Common Income Shares Per Share Income Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income attributable to common stock 10,649,790 2,006,181 5.31 3,970,040 1,880,279 2.11 Effective of Dilutive Securities: Stock options and warrants 163,785 724,991 Diluted: Income attributable to common stock, including assumed conversions 10,649,790 2,169,966 4.91 3,970,040 2,605,270 1.52 For the Six Months Ended January 31, 2017 2016 Weighted Weighted Average Average Income Common Income Common (Loss) Shares Per Share (Loss) Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock 10,049,162 1,999,307 5.03 (7,139,977) 1,865,230 (3.83) Effective of Dilutive Securities: Stock options and warrants 211,683 Diluted: Income (loss) attributable to common stock, including assumed conversions 10,049,162 2,210,990 4.55 (7,139,977) 1,865,230 (3.83) Certain amounts in the January 31, 2016 financial statements have been reclassified to conform to the presentation in the January 31, 2017 consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated 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 | 6 Months Ended |
Jan. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. Related Party Transactions The Company uses office space provided by Dr. Michael Sinclair and Kevin Pollack free of charge. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jan. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 4. Stockholders’ Equity Common Stock On November 2, 2016, the Company granted 1,000 7,520 On November 10, 2016, the Company issued 14,327 85,103 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 1,390 425,000 145,920 On November 4, 2016, the Company appointed Thomas T. Thomas to the Company’s Board of Directors (the “Board”) 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 220,116 115,564 On December 24, 2016, the Company granted options to purchase a total of 35,000 10.00 10 972 973 219,450 25,443 The Company also recognized stock based compensation expense of $ 230,602 2017 2016 Market value of stock on measurement date $ 5.61 to 8.71 $ 7.00 Risk-free interest rate 0.88-2.55 % 2.05 % Dividend yield 0 % 0 % Volatility factor 112-348 % 373 % Term 2.78-10.00 years 10 years Weighted- average Weighted- Remaining average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (years) Value Outstanding at July 31, 2016 4,635,000 8.79 7.39 $ 2,731,250 Granted 120,000 10.00 Outstanding at January 31, 2017 4,755,000 8.82 6.92 $ 4,243,250 Exercisable at January 31, 2017 4,330,136 8.39 7.28 $ 4,243,250 Non-vested options Number of Weighted Average Non-vested at July 31, 2016 90,833 $ 7.27 Granted 120,000 7.20 Vested (48,470) 7.10 Non-vested at January 31, 2017 162,363 $ 7.30 At January 31, 2017, there was $ 795,321 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 January 31, 2017 1,152,285 $ 16.15 2.50 $ 13,580 Exercisable at January 31, 2017 427,285 $ 18.09 5.21 $ 13,580 |
Commitments
Commitments | 6 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure | 5. 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 3,000,000 551,099 209,251 On April 25, 2016, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant agreed to provide financial advisory services. In exchange for these services, the Company is required to pay a fee on all funding received by the Company as a result of assistance provided by the consultant. Pursuant to the agreement, the consultant’s fee will be equal to 5 20,000,000 3.5 20,000,000 687,500 0 On November 19, 2015, the Company issued 14,327 120,347 92,634 3,582 14,327 85,103 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 5,157 The New Lease has an initial term of 12 months and shall automatically renew for successive 12 month periods unless terminated by the Company at least 60 days prior to the termination date. Premier may terminate the New Lease for any reason upon 30 days’ 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 July 31, 2017 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 |
Sale of Royalties
Sale of Royalties | 6 Months Ended |
Jan. 31, 2017 | |
Sale of Royalties [Abstract] | |
Sale of Royalties | 6. Sale of Royalties 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. (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. 13,750,000 40,000 3,750,000 (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. 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. During the six months ended January 31, 2017, the Company recognized proceeds of $ 13,710,000 On December 15, 2014, in connection with the Purchase Agreement, 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 (the “Product”) in exchange for the Company receiving potential development and sales milestone payments of more than a total of $ 55 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. |
Litigation
Litigation | 6 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 7. Litigation On January 3, 2017, the Company and Adapt Pharma, Inc. (“Adapt Inc.”) received notice from Teva Pharmaceuticals Industries Ltd. (“Teva Ltd.”) and Teva Pharmaceuticals USA, Inc., a wholly owned subsidiary of Teva Ltd. (“Teva USA” and, together with Teva Ltd., “Teva”), pursuant to 21 U.S.C. § 355(j)(2)(B)(ii) (the “January 2017 Notice Letter”), that Teva USA had filed Abbreviated New Drug Application (“ANDA”) No. 209522 (the “’747 ANDA”) with the United States Food and Drug Administration (“FDA”) seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray (“NARCAN®”) before the expiration of U.S. Patent No. 9,468,747 (the “’747 patent”). The ‘747 patent is listed with respect to NARCAN® in the FDA’s Approved Drug Products with Therapeutic Equivalents Evaluations publication (commonly referred to as the “Orange Book”) and expires on March 16, 2035. Teva’s January 2017 Notice Letter asserts that its generic product will not infringe the ‘747 patent or that the ‘747 patent is invalid or unenforceable. On February 8, 2017, Adapt Inc., Adapt Pharma Operations Limited (“Adapt”) and the Company (collectively, the “Plaintiffs”) filed a complaint for patent infringement against Teva in the United States District Court for the District of New Jersey arising from Teva USA’s filing of the ‘747 ANDA with the FDA with respect to the ‘747 patent. The Plaintiffs seek, among other relief, an order that the effective date of FDA approval of the ‘747 ANDA be a date later than the expiration of the ‘747 patent, as well as equitable relief enjoining Teva from infringing the ‘747 patent and monetary relief as a result of any such infringement. On September 15, 2016, the Company and Adapt received notice from Teva, pursuant to 21 U.S.C. § 355(j)(2)(B)(ii), that Teva USA had filed ANDA No. 209522 (the “’253 ANDA”) with the FDA seeking regulatory approval to market a generic version of NARCAN® before the expiration of U.S. Patent No. 9,211,253 owned by the Company (the “’253 patent”). On October 21, 2016, the Plaintiffs filed a complaint for patent infringement against Teva in the United States District Court for the District of New Jersey arising from Teva USA’s filing of the ‘253 ANDA with the FDA with respect to the ‘253 patent. The Plaintiffs seek, among other relief, an order that the effective date of FDA approval of the ‘253 ANDA be a date later than the expiration of the ‘253 patent, as well as equitable relief enjoining Teva from infringing the ‘253 patent and monetary relief as a result of any such infringement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 3, 2017, the entered into an employment agreement with Phil Skolnick (the “Skolnick Employment Agreement”) whereby Mr. Skolnick will become the Company’s Chief Scientific Officer effective February 6, 2017. The Skolnick Employment Agreement has an initial term of six (6) months. Following the initial term, the Skolnick Employment Agreement, unless otherwise terminated, shall extend on a month-to-month basis. Under the Skolnick Employment Agreement, Mr. Skolnick will (i) receive a one-time cash sign-on bonus of Forty Thousand Dollars ($ 40,000 410,000 200,000 9.00 100,000 5,555 5,556 In addition, the Skolnick Employment Agreement provides for benefits if Mr. Skolnick’s employment is terminated under certain circumstances. In the event the Company terminates Mr. Skolnick’s employment for Cause (as defined in the Skolnick Employment Agreement), Mr. Skolnick will receive accrued but unpaid base salary and vacation through the date of termination of his employment (the “Termination Date”). In the event the Company terminates Mr. Skolnick’s employment or if Mr. Skolnick resigns within twelve (12) months of a Constructive Termination (as defined in the Skolnick Employment Agreement) of Mr. Skolnick’s employment, and in either case such termination is not for Cause, then the Company shall pay Mr. Skolnick the sum of: (i) accrued but unpaid base salary and vacation through the Termination Date; (ii) one (1) times his annual salary; and (iii) one (1) times his bonus cash compensation, excluding the signing bonus, awarded to Mr. Skolnick in 2017. In the event of such termination, all outstanding stock options, warrants, restricted share awards, performance grants held by Mr. Skolnick shall become fully vested and remain exercisable for the life of such award and shall not be forfeited for any reason whatsoever. In the event of a Fundamental Transaction, Mr. Skolnick shall be entitled to receive the sum of: (i) accrued but unpaid base salary and vacation through the Termination Date; (ii) one (1) times his annual salary; and (iii) one (1) times his bonus cash compensation, excluding the signing bonus, awarded to Mr. Skolnick in 2017. In the event of a Fundamental Transaction, all outstanding stock options, warrants, restricted share awards, performance grants held by Mr. Skolnick shall become fully vested and remain exercisable for the life of such award and shall not be forfeited for any reason whatsoever. On March 13, 2017 (the “Effective Date”), the Company entered into a third amendment (the “Third Amendment”) to that certain Senior Advisor Agreement with Brad Miles, dated January 22, 2013 (the “Initial Agreement”), as previously amended on February 24, 2015 (the “First Amendment”) and March 19, 2015 (the “Second Amendment” and, together with the Initial Agreement, the First Amendment and the Third Amendment, the “Advisor Agreement”). Pursuant to the Third Amendment, and in consideration for Mr. Miles’ continued service to the Company as an advisor through December 31, 2017, the Company shall: (i) pay Mr. Miles, within 15 business days of the Effective Date, (x) a cash payment of $107,805, and (y) 1,875 shares of Common Stock; (ii) grant to Mr. Miles the right to receive, subject to adjustment per the terms of the Third Amendment, 1.25% of the Net Profit generated from the Product from the Effective Date (which amounts shall be paid quarterly per the terms of the Third Amendment), and, in the event of a Divestiture of the Company, 1.25% of the net proceeds of such sale, subject to adjustment per the terms of the Third Amendment, and, in the event of a sale of the Company, the Fair Market Value of the Product; (iii) pay Mr. Miles $17,000 per calendar quarter during 2017; and (iv) grant to Mr. Miles a warrant to purchase 45,000 shares of Common Stock (the “Warrant”). The Warrant is fully vested on the date of grant, has an exercise price of $10.00, an expiration date of three years from the date of grant and may be exercised solely by payment of cash. Additionally, pursuant to the Third Amendment, from the Effective Date until the fourth anniversary of the Effective Date, the Company shall have the right to buy back the Interest or any portion thereof from Mr. Miles upon written notice at a price of $187,500 per 1.25% of Interest (the “Buyback Amount”); provided, however, that, in the event that such written notice is provided within 2.5 years after the Effective Date, the Company shall pay Mr. Miles two times the Buyback Amount within ten business days after the provision of such notice; provided, further, that, in the event the Company provides such notice to Mr. Miles after 2.5 years after the Effective Date and prior to the four year anniversary of the Effective Date, the Company shall pay Mr. Miles 3.5 times the Buyback Amount within ten business days after the provision of such notice. Furthermore, pursuant to the Third Amendment, the Company is required to provide to Mr. Miles, following the end of each calendar year, an annual audit of Net Profit once the Product begins generating Net Profit. Capitalized terms not otherwise defined in this paragraph shall have the meanings ascribed to such terms in the Third Amendment. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The Company prepares its consolidated 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 consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Opiant Pharmaceuticals UK Limited, a company incorporated on November 4, 2016 under the England and Wales Companies Act of 2006. Intercompany balances and transactions are eliminated upon consolidation. |
Basic and Diluted Net Income (Loss) Per Share | Earnings (loss) per share is calculated by dividing the net income (loss) available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. Diluted income per share reflects the potential dilution that would occur if outstanding stock options and warrants were exercised utilizing the treasury stock method. In a loss year, dilutive common equivalent shares are excluded from the loss per share calculation as the effect would be anti-dilutive. For the Three Months Ended January 31, 2017 2016 Weighted Weighted Average Average Common Common Income Shares Per Share Income Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income attributable to common stock 10,649,790 2,006,181 5.31 3,970,040 1,880,279 2.11 Effective of Dilutive Securities: Stock options and warrants 163,785 724,991 Diluted: Income attributable to common stock, including assumed conversions 10,649,790 2,169,966 4.91 3,970,040 2,605,270 1.52 For the Six Months Ended January 31, 2017 2016 Weighted Weighted Average Average Income Common Income Common (Loss) Shares Per Share (Loss) Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock 10,049,162 1,999,307 5.03 (7,139,977) 1,865,230 (3.83) Effective of Dilutive Securities: Stock options and warrants 211,683 Diluted: Income (loss) attributable to common stock, including assumed conversions 10,049,162 2,210,990 4.55 (7,139,977) 1,865,230 (3.83) |
Reclassification of Financial Statement Accounts | Reclassification of Financial Statement Accounts Certain amounts in the January 31, 2016 financial statements have been reclassified to conform to the presentation in the January 31, 2017 consolidated financial statements. |
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 consolidated financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the components of basic and diluted net income (loss) per common share is presented in the tables below: For the Three Months Ended January 31, 2017 2016 Weighted Weighted Average Average Common Common Income Shares Per Share Income Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income attributable to common stock 10,649,790 2,006,181 5.31 3,970,040 1,880,279 2.11 Effective of Dilutive Securities: Stock options and warrants 163,785 724,991 Diluted: Income attributable to common stock, including assumed conversions 10,649,790 2,169,966 4.91 3,970,040 2,605,270 1.52 For the Six Months Ended January 31, 2017 2016 Weighted Weighted Average Average Income Common Income Common (Loss) Shares Per Share (Loss) Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock 10,049,162 1,999,307 5.03 (7,139,977) 1,865,230 (3.83) Effective of Dilutive Securities: Stock options and warrants 211,683 Diluted: Income (loss) attributable to common stock, including assumed conversions 10,049,162 2,210,990 4.55 (7,139,977) 1,865,230 (3.83) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
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 six months ended January 31, 2017 and 2016 were as follows: 2017 2016 Market value of stock on measurement date $ 5.61 to 8.71 $ 7.00 Risk-free interest rate 0.88-2.55 % 2.05 % Dividend yield 0 % 0 % Volatility factor 112-348 % 373 % Term 2.78-10.00 years 10 years |
Schedule of Options and Warrants Outstanding | Stock option activity for six months ended January 31, 2017 is presented in the table below: Weighted- average Weighted- Remaining average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (years) Value Outstanding at July 31, 2016 4,635,000 8.79 7.39 $ 2,731,250 Granted 120,000 10.00 Outstanding at January 31, 2017 4,755,000 8.82 6.92 $ 4,243,250 Exercisable at January 31, 2017 4,330,136 8.39 7.28 $ 4,243,250 Warrant activity for the six months ended January 31, 2017 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 January 31, 2017 1,152,285 $ 16.15 2.50 $ 13,580 Exercisable at January 31, 2017 427,285 $ 18.09 5.21 $ 13,580 |
Schedule of Nonvested Share Activity | A summary of the status of the Company’s non-vested options as of January 31, 2017 and changes during the three months ended January 31, 2017 are presented below: Non-vested options Number of Weighted Average Non-vested at July 31, 2016 90,833 $ 7.27 Granted 120,000 7.20 Vested (48,470) 7.10 Non-vested at January 31, 2017 162,363 $ 7.30 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Income (Loss) Basic: | ||||
Income attributable to common stock | $ 10,649,790 | $ 3,970,040 | $ 10,049,162 | $ (7,139,977) |
Income (Loss) Diluted: | ||||
Income attributable to common stock, including assumed conversions | $ 10,649,790 | $ 3,970,040 | $ 10,049,162 | $ (7,139,977) |
Weighted Average Common Shares Outstanding | ||||
Weighted Average Number of Shares Outstanding, Basic | 2,006,181 | 1,880,279 | 1,999,307 | 1,865,230 |
Weighted Average Number of Shares Outstanding, Diluted | 2,169,966 | 2,605,270 | 2,210,990 | 1,865,230 |
Effective of Dilutive Securities: | ||||
Stock options and warrants | 163,785 | 724,991 | 211,683 | 0 |
Per Share Basic: | ||||
Earnings Per Share, Basic | $ 5.31 | $ 2.11 | $ 5.03 | $ (3.83) |
Per Share Diluted: | ||||
Earnings Per Share, Diluted | $ 4.91 | $ 1.52 | $ 4.55 | $ (3.83) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - $ / shares | 6 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
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 | |
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 | 2.55% | |
Volatility factor | 348.00% | |
Term | 10 years | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of stock on measurement date | $ 5.61 | |
Risk-free interest rate | 0.88% | |
Volatility factor | 112.00% | |
Term | 2 years 9 months 11 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2017 | Jul. 31, 2016 | |
Number of Shares | ||
Granted | 120,000 | |
Stock Option [Member] | ||
Number of Shares | ||
Outstanding, Beginning Balance | 4,635,000 | |
Granted | 120,000 | |
Outstanding, Ending Balance | 4,755,000 | 4,635,000 |
Exercisable | 4,330,136 | |
Weighted- average Exercise Price | ||
Outstanding, Beginning Balance | $ 8.79 | |
Granted | 10 | |
Outstanding, Ending Balance | 8.82 | $ 8.79 |
Exercisable | $ 8.39 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 6 years 11 months 1 day | 7 years 4 months 20 days |
Exercisable | 7 years 3 months 11 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 4,243,250 | $ 2,731,250 |
Exercisable | $ 4,243,250 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 6 Months Ended |
Jan. 31, 2017$ / sharesshares | |
Number of Options | |
Non-vested, Beginning Balance | shares | 90,833 |
Granted | shares | 120,000 |
Vested | shares | (48,470) |
Non-vested, Ending Balance | shares | 162,363 |
Weighted Average Grant Date Fair Value | |
Non-vested, Beginning Balance | $ / shares | $ 7.27 |
Granted | $ / shares | 7.2 |
Vested | $ / shares | 7.1 |
Non-vested, Ending Balance | $ / shares | $ 7.3 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2017 | 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 6 months | 2 years 10 months 10 days |
Exercisable | 5 years 2 months 16 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 13,580 | $ 0 |
Exercisable | $ 13,580 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 10, 2016 | Nov. 04, 2016 | Nov. 02, 2016 | Oct. 06, 2016 | Dec. 24, 2016 | Nov. 19, 2015 | Jan. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option Granted | 120,000 | ||||||
Stock based compensation expense | $ 230,602 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 92,623 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 48,470 | ||||||
Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 7,520 | ||||||
Thomas T. Thomas [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
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 | ||||||
Letter Of Intent [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 85,103 | $ 120,347 | |||||
Stock Issued During Period, Shares, New Issues | 14,327 | 14,327 | |||||
Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option Granted | 120,000 | ||||||
Options granted, exercise price | $ 10 | ||||||
Stock Option [Member] | Thomas T. Thomas [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option Granted | 35,000 | ||||||
Options granted, exercise price | $ 10 | ||||||
Expiration period | 5 years | ||||||
Stock based compensation expense | $ 115,564 | ||||||
Fair value of option granted | 220,116 | ||||||
Stock Option [Member] | Employee [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option Granted | 35,000 | ||||||
Options granted, exercise price | $ 10 | ||||||
Expiration period | 10 years | ||||||
Stock based compensation expense | 25,443 | ||||||
Fair value of option granted | 219,450 | ||||||
Stock Option [Member] | Two Employees [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 | 145,920 | ||||||
Fair value of option granted | 425,000 | ||||||
Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | Employee [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 | 972 | ||||||
Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | Two Employees [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 | ||||||
Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | Employee [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 | 973 | ||||||
Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | Two Employees [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 | ||||||
Non Vested Stock Options [Member] | Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation cost | $ 795,321 |
Commitments (Details Textual)
Commitments (Details Textual) | Dec. 15, 2016USD ($) | Nov. 10, 2016USD ($)shares | Oct. 31, 2016 | Nov. 19, 2015USD ($)shares | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2017USD ($) | Jan. 31, 2017GBP (£) | Jan. 31, 2016USD ($) | Jul. 31, 2016USD ($)shares | Jul. 31, 2015USD ($) |
Selling Expense | $ 1,196,563 | $ 209,251 | $ 1,238,599 | $ 209,251 | |||||||
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 | |||||||||
Consultant's Fee, Description | the consultant’s fee will be equal to 5% of gross funding received by the Company up to $20,000,000 plus 3.5% of any proceeds received in excess of $20,000,000. | the consultant’s fee will be equal to 5% of gross funding received by the Company up to $20,000,000 plus 3.5% of any proceeds received in excess of $20,000,000. | |||||||||
Consultants [Member] | |||||||||||
Selling Expense | $ 687,500 | 0 | |||||||||
Letter Of Intent [Member] | |||||||||||
Additional Stock Issue During Period Upon Milestones | shares | 92,634 | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 14,327 | 14,327 | |||||||||
Stock Issued During Period, Value, New Issues | $ 85,103 | $ 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% | 3.75% | |||||||||
Operating Leases, Rent Expense | $ 3,000,000 | ||||||||||
Selling Expense | 551,099 | $ 209,251 | |||||||||
Euston Tower Serviced Offices Ltd [Member] | |||||||||||
Operating Leases, Rent Expense | £ | £ 1,932 | ||||||||||
Premier Office Centers, LLC [Member] | |||||||||||
Operating Leases, Monthly Rent Expense | $ 5,157 | $ 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. On December 15, 2016, the Company entered into a new office license agreement (the “New Lease”) with Premier. The New Lease will be effective March 1, 2017, the date after which the term of the current lease with Premier expires. Pursuant to the terms of the New Lease, the Company will pay $5,157 per month to Premier. The New Lease has an initial term of 12 months and shall automatically renew for successive 12 month periods unless terminated by the Company at least 60 days prior to the termination date. Premier may terminate the New Lease for any reason upon 30 days’ 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. On December 15, 2016, the Company entered into a new office license agreement (the “New Lease”) with Premier. The New Lease will be effective March 1, 2017, the date after which the term of the current lease with Premier expires. Pursuant to the terms of the New Lease, the Company will pay $5,157 per month to Premier. The New Lease has an initial term of 12 months and shall automatically renew for successive 12 month periods unless terminated by the Company at least 60 days prior to the termination date. Premier may terminate the New Lease for any reason upon 30 days’ notice to the Company. | |||||||||
Regus Management Group, LLC [Member] | |||||||||||
Operating Leases, Monthly Rent Expense | $ 299 | ||||||||||
Lease Expiration Date | Jul. 31, 2017 | Jul. 31, 2017 |
Sale of Royalties (Details Text
Sale of Royalties (Details Textual) - USD ($) | Dec. 13, 2016 | Jan. 31, 2017 | Dec. 15, 2014 |
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 Companys 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. | ||
Finite-Lived License Agreements, Gross | $ 55,000,000 | ||
Legal Fees | $ 40,000 | ||
Deferred Revenue, Revenue Recognized | $ 13,710,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 13, 2017 | Feb. 03, 2017 | Feb. 03, 2017 | Jan. 31, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 120,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 48,470 | ||||
Subsequent Event [Member] | Advisor [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 107,805 | $ 17,000 | |||
Deferred Compensation Arrangement, Cash Awards Granted As a Percentage of Net Sales | 1.25% | ||||
Deferred Compensation Arrangement, Cash Awards Granted As a Percentage of Net Proceeds from Divestiture | 1.25% | ||||
Deferred Compensation Arrangement, Shares Authorized for Repurchase | 187,500 | ||||
Deferred Compensation Arrangement, Percentage of Shares Authorized for Repurchase | 1.25% | ||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 9 | ||||
Officers' Compensation | $ 410,000 | ||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | Deferred Bonus [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 40,000 | $ 40,000 | |||
Subsequent Event [Member] | Chief Scientific Officer [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 | 100,000 | ||||
Subsequent Event [Member] | Chief Scientific Officer [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 | 5,555 | ||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 5,556 | ||||
Common Stock [Member] | Subsequent Event [Member] | Advisor [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Shares Issued | 1,875 | ||||
Warrant [Member] | Subsequent Event [Member] | Advisor [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Shares Issued | 45,000 | ||||
Deferred Compensation Arrangement with Individual, Exercise Price | $ 10 |