Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Apr. 30, 2017 | Jun. 06, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 2,026,608 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2017 | Jul. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 9,680,454 | $ 1,481,393 |
Accounts receivable | 0 | 312,498 |
Prepaid expenses | 98,911 | 62,404 |
Total current assets | 9,779,365 | 1,856,295 |
Other assets | ||
Computer equipment (net of accumulated amortization of $3,842 at April 30, 2017 and $1,016 at July 31, 2016) | 3,695 | 6,521 |
Patents and patent applications (net of accumulated amortization of $9,417 at April 30, 2017 and $8,388 at July 31, 2016) | 18,033 | 19,062 |
Total assets | 9,801,093 | 1,881,878 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,390,780 | 140,584 |
Accrued salaries and wages | 1,543,142 | 3,681,250 |
Note payable | 0 | 165,000 |
Deferred revenue | 194,800 | 250,000 |
Total current liabilities | 3,128,722 | 4,236,834 |
Deferred revenue | 2,387,084 | 2,350,000 |
Total liabilities | 5,515,806 | 6,586,834 |
Stockholders' equity (deficit) | ||
Common stock; par value $0.001; 1,000,000,000 shares authorized; 2,020,380 shares issued and outstanding at April 30, 2017 and 1,992,433 shares issued and outstanding at July 31, 2016 | 2,020 | 1,992 |
Additional paid-in capital | 58,549,055 | 56,478,394 |
Accumulated deficit | (54,265,788) | (61,185,342) |
Total stockholders' equity (deficit) | 4,285,287 | (4,704,956) |
Total liabilities and stockholders' equity (deficit) | $ 9,801,093 | $ 1,881,878 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2017 | Jul. 31, 2016 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 3,842 | $ 1,016 |
Finite-Lived Intangible Assets, Accumulated Amortization (in dollars) | $ 9,417 | $ 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 | 2,020,380 | 1,992,433 |
Common Stock, Shares, Outstanding | 2,020,380 | 1,992,433 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Revenue | ||||
Royalty and licensing revenue | $ 0 | $ 2,605,097 | $ 14,656,142 | $ 4,785,097 |
Treatment investment revenue | 18,116 | 0 | 18,116 | 4,800,000 |
Total revenue | 18,116 | 2,605,097 | 14,674,258 | 9,585,097 |
Operating expenses | ||||
General and administrative | 1,995,892 | 1,040,608 | 4,567,898 | 13,155,931 |
Research and development | 1,103,319 | 1,059,627 | 1,889,989 | 2,814,520 |
Selling expenses | 84,375 | 93,000 | 1,322,974 | 302,251 |
Total operating expenses | 3,183,586 | 2,193,235 | 7,780,861 | 16,272,702 |
Income (loss) from operations | (3,165,470) | 411,862 | 6,893,397 | (6,687,605) |
Other income (expense) | ||||
Interest income (expense), net | 10,673 | 0 | 9,306 | (11,319) |
Income (loss) on foreign exchange | 25,189 | 4,266 | 16,851 | (24,925) |
Total other income (expense) | 35,862 | 4,266 | 26,157 | (36,244) |
Income (loss) before provision for income taxes | (3,129,608) | 416,128 | 6,919,554 | (6,723,849) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (3,129,608) | $ 416,128 | $ 6,919,554 | $ (6,723,849) |
Basic income (loss) per common share | $ (1.55) | $ 0.22 | $ 3.45 | $ (3.57) |
Diluted income (loss) per common share | $ (1.55) | $ 0.15 | $ 3.07 | $ (3.57) |
Basic weighted average common shares outstanding | 2,014,141 | 1,916,554 | 2,004,143 | 1,882,088 |
Diluted weighted average common shares outstanding | 2,014,141 | 2,734,760 | 2,251,127 | 1,882,088 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - 9 months ended Apr. 30, 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 | 190,427 | $ 28 | 190,399 | 0 |
Stock issued for services (in shares) | 27,947 | |||
Stock based compensation from issuance of stock options | 889,076 | $ 0 | 889,076 | 0 |
Stock based compensation from issuance of stock warrants | 229,360 | 0 | 229,360 | 0 |
Forgiveness of related party debt | 761,826 | 0 | 761,826 | 0 |
Net income | 6,919,554 | 0 | 0 | 6,919,554 |
Balance at Apr. 30, 2017 | $ 4,285,287 | $ 2,020 | $ 58,549,055 | $ (54,265,788) |
Balance, shares at Apr. 30, 2017 | 2,020,380 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Cash flows used in operating activities | ||
Net income (loss) | $ 6,919,554 | $ (6,723,849) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Amortization | 3,855 | 1,187 |
Issuance of common stock for services | 190,427 | 1,215,719 |
Stock based compensation from issuance of options | 889,076 | 10,183,555 |
Stock based compensation from issuance of warrants | 229,360 | 0 |
Changes in assets and liabilities: | ||
Increase in prepaid expenses | (36,507) | (37,233) |
Decrease in accounts receivable | 312,498 | 0 |
Decrease in deferred revenue | (18,116) | (4,300,000) |
Increase (decrease) in accounts payable | 1,250,196 | (108,639) |
Increase (decrease) in accrued salaries and wages | (1,376,282) | 501,536 |
Net cash provided by operating activities | 8,364,061 | 732,276 |
Cash flows used in investing activities | ||
Purchase of equipment | 0 | (6,528) |
Net cash used in investing activities | 0 | (6,528) |
Cash flows provided by financing activities | ||
Proceeds from related parties notes payable | 0 | 151,191 |
Repayment of related parties notes payable | 0 | (281,191) |
Repayment of note payable | (165,000) | 0 |
Investment received in exchange for royalty agreement | 0 | 1,333,500 |
Net cash provided (used) by financing activities | (165,000) | 1,203,500 |
Net increase in cash and cash equivalents | 8,199,061 | 1,929,248 |
Cash and cash equivalents, beginning of period | 1,481,393 | 434,217 |
Cash and cash equivalents, end of period | 9,680,454 | 2,363,465 |
Supplemental disclosure | ||
Interest paid during the period | 4,828 | 78,865 |
Taxes paid during the period | 0 | 0 |
Non-Cash Transactions | ||
Forgiveness of related party debt | 761,826 | 0 |
Cashless exercise of options | $ 0 | $ 15 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Apr. 30, 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 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 (“U.S.”) 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 nine months ended April 30, 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 | 9 Months Ended |
Apr. 30, 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 U.S. (“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 April 30, 2017 2016 Weighted Weighted Average Average Common Common Loss Shares Per Share Income Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock (3,129,608) 2,014,141 (1.55) 416,128 1,916,554 0.22 Effective of Dilutive Securities: Stock options and warrants 818,206 Diluted: Income (loss) attributable to common stock, including assumed conversions (3,129,608) 2,014,141 (1.55) 416,128 2,734,760 0.15 For the Nine Months Ended April 30, 2017 2016 Weighted Weighted Average Average Common Common Income Shares Per Share Loss Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock 6,919,554 2,004,143 3.45 (6,723,849) 1,882,088 (3.57) Effective of Dilutive Securities: Stock options and warrants 246,984 Diluted: Income (loss) attributable to common stock, including assumed conversions 6,919,554 2,251,127 3.07 (6,723,849) 1,882,088 (3.57) Certain amounts in the April 30, 2016 financial statements have been reclassified to conform to the presentation in the April 30, 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 | 9 Months Ended |
Apr. 30, 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. On March 31, 2017, Dr. Michael Sinclair, the Executive Chairman of the Board of Directors of the Company (the “Board”), and Dr. Roger Crystal, the Company’s Chief Executive Officer, each voluntarily entered into separate employment agreement acknowledgements whereby they elected to forfeit, unconditionally and irrevocably, $ 175,498 586,328 35 Furthermore, on March 31, 2017, pursuant to their respective employment agreement acknowledgements, Dr. Sinclair and Dr. Crystal each voluntarily elected to forfeit, unconditionally and irrevocably, 680,000 825,000 0.001 55 |
Note Payable
Note Payable | 9 Months Ended |
Apr. 30, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable | 4. 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 22,916 165,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Apr. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity Common Stock On November 2, 2016, the Company granted 1,000 7.52 7,520 7,520 On November 10, 2016, the Company issued 14,327 5.94 85,102 85,102 On March 16, 2017, the Company issued 10,745 7.75 83,274 83,274 On March 16, 2017, the Company issued 1,875 7.75 14,531 14,531 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 1,390 425,000 213,282 On November 4, 2016, the Company appointed Thomas T. Thomas to the Board and granted Mr. Thomas an option to purchase 35,000 10.00 5 vests 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. 220,116 134,188 On December 24, 2016, the Company granted an option to purchase a total of 35,000 10.00 10 972 973 219,450 75,363 On February 6, 2017, the Company granted an option to purchase 200,000 10 9.00 100,000 5,555 5,556 1,600,000 223,925 1,376,075 The Company also recognized stock based compensation expense of $ 242,318 On March 31, 2017, pursuant to their respective employment agreement acknowledgements, Dr. Sinclair and Dr. Crystal each voluntarily elected to forfeit, unconditionally and irrevocably, 395,000 785,000 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 97-348 % 373 % Term 2.53-10.00 years 10 years Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at July 31, 2016 4,635,000 $ 8.79 7.39 $ 2,731,250 Granted 320,000 $ 9.38 Expired (2,500) $ 10.00 Forfeited (1,180,000) $ 11.03 Outstanding at April 30, 2017 3,772,500 $ 8.13 7.12 $ 975,000 Exercisable at April 30, 2017 3,303,882 $ 7.75 7.21 $ 975,000 A summary of the status of the Company’s non-vested options as of April 30, 2017 and changes during the nine months ended April 30, 2017 are presented below: Non-vested options Weighted Average Number of Grant Date Fair Options Value Non-vested at July 31, 2016 90,833 $ 7.27 Granted 320,000 $ 7.70 Vested (59,717) $ 6.93 Non-vested at April 30, 2017 351,116 $ 7.73 At April 30, 2017, there was $ 2,001,413 Warrants On March 13, 2017, the Company granted a warrant to purchase 45,000 10.00 8.00 10.00 111 1.63 229,360 On March 31, 2017, Dr. Michael Sinclair, the Executive Chairman of the Board, and Dr. Roger Crystal, the Company’s Chief Executive Officer, each voluntarily entered into separate employment agreement acknowledgements whereby they elected to forfeit, unconditionally and irrevocably, 285,000 40,000 Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at July 31, 2016 1,215,385 $ 17.90 2.86 $ - Granted 45,000 $ 10.00 Expired (162,300) $ 47.23 Forfeited (325,000) $ 15.00 Outstanding at April 30, 2017 773,085 $ 12.51 3.27 $ - Exercisable at April 30, 2017 373,085 $ 9.84 6.06 $ - |
Commitments
Commitments | 9 Months Ended |
Apr. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 6. Commitments a) 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 3,000,000 635,474 209,251 b) 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% of gross funding received by the Company up to $20,000,000 plus 3.5% of any proceeds received in excess of $20,000,000 687,500 c) On November 19, 2015, the Company issued 14,327 120,347 92,634 3,582 14,327 85,102 10,745 7.75 83,274 83,274 d) 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 e) The Company leases office space in four locations. The Company’s headquarters are located on the 12th Floor of 401 Wilshire Blvd., Santa Monica, CA 90401, which the Company leases from Premier Office Centers, LLC (“Premier”). Per the terms of the amended lease dated October 1, 2016, the initial lease term is for five months with a monthly rent of $ 5,056 5,157 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 On April 20, 2017, the Company entered into an Office Service Agreement (the “Office Service Agreement”) with Regus to lease office space at 83 Baker Street, London, England, W1U 6AG. Per the terms of the Office Service Agreement, the first month’s rent is £ 2,473 7,521 15,042 May 31, 2018 f) On February 3, 2017, the Company entered into the Skolnick Employment Agreement whereby Dr. Skolnick became 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, Dr. Skolnick (i) received a one-time cash sign-on bonus of $ 40,000 410,000 200,000 In addition, the Skolnick Employment Agreement provides for benefits if Dr. Skolnick’s employment is terminated under certain circumstances. In the event the Company terminates Dr. Skolnick’s employment for Cause (as defined in the Skolnick Employment Agreement), Dr. 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 Dr. Skolnick’s employment or if Dr. Skolnick resigns within twelve months of a Constructive Termination (as defined in the Skolnick Employment Agreement) of Dr. Skolnick’s employment, and in either case such termination is not for Cause, then the Company shall pay Dr. Skolnick the sum of: (i) accrued but unpaid base salary and vacation through the Termination Date; (ii) one times his annual salary; and (iii) one times his bonus cash compensation, excluding the signing bonus, awarded to Dr. Skolnick in 2017. In the event of such termination, all outstanding stock options, warrants, restricted share awards, performance grants held by Dr. 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, Dr. Skolnick shall be entitled to receive the sum of: (i) accrued but unpaid base salary and vacation through the Termination Date; (ii) one times his annual salary; and (iii) one times his bonus cash compensation, excluding the signing bonus, awarded to Dr. Skolnick in 2017. In the event of a Fundamental Transaction, all outstanding stock options, warrants, restricted share awards, performance grants held by Dr. Skolnick shall become fully vested and remain exercisable for the life of such award and shall not be forfeited for any reason whatsoever. g) On March 13, 2017, the Company entered into a third amendment (the “Third Miles Amendment”) to that certain Senior Advisor Agreement with Brad Miles, dated January 22, 2013 (the “Initial Miles Agreement”), as previously amended on February 24, 2015 (the “First Miles Amendment”) and March 19, 2015 (the “Second Miles Amendment” and, together with the Initial Miles Agreement, the First Miles Amendment and the Third Miles Amendment, the “Miles Agreement”). Pursuant to the Third Miles Amendment, and in consideration for Mr. Miles’ continued service to the Company as an advisor through December 31, 2017, the Company: (i) paid Mr. Miles $ 107,805 1,875 1.25 1.25 17,000 45,000 10.00 187,500 1.25 |
Sale of Royalties
Sale of Royalties | 9 Months Ended |
Apr. 30, 2017 | |
Sale of Royalties [Abstract] | |
Sale of Royalties | 7. 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 nine months ended April 30, 2017, the Company recognized proceeds of $ 13,710,000 On December 13, 2016, the Company and Adapt entered into Amendment No. 1 to the Adapt Agreement (the “Adapt 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 Company’s intranasal naloxone opioid overdose reversal treatment (the “Product”). Under the terms of the Adapt Amendment, Adapt is required to use commercially reasonable efforts to commercialize the Product in the U.S. 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. 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 Product in exchange for the Company receiving potential development and sales milestone payments that could exceed $ 55 |
Potomac Amendment
Potomac Amendment | 9 Months Ended |
Apr. 30, 2017 | |
Potomac Amendment [Abstract] | |
Potomac Amendment | 8. Potomac Amendment On April 12, 2017 (the “Potomac Effective Date”), the Company and Potomac Construction Limited (“Potomac”) entered into an amendment (the “Potomac Amendment”) to the following investment agreements with Potomac to provide for (in the case of Potomac Agreement No. 1 and Potomac Agreement No. 2 (each as defined below)), or modify (in the case of Potomac Agreement No. 3, Potomac Agreement No. 4 and Potomac Agreement No. 5 (each as defined below)), the Company’s right to buyback the Interest (as defined in each Potomac Amendment) in each Potomac Agreement (as defined below) from Potomac: (i) that certain Investment Agreement, dated as of April 16, 2013, as clarified by that certain letter agreement dated October 15, 2014 (“Potomac Agreement No. 1”); (ii) that certain Investment Agreement, dated as of May 30, 2013, as clarified by that certain letter agreement dated October 15, 2014 (“Potomac Agreement No. 2”); (iii) that certain Investment Agreement, dated as of September 9, 2014, as clarified by that certain letter agreement dated October 15, 2014 (“Potomac Agreement No. 3”); (iv) that certain Investment Agreement, dated as of October 31, 2014, as clarified by that certain letter agreement dated October 31, 2014 (“Potomac Agreement No. 4”); and (v) that certain Investment Agreement, dated as of December 8, 2015 (“Potomac Agreement No. 5”) ((i)(v) collectively, the “Potomac Agreements” and, each, a “Potomac Agreement”). Pursuant to the Potomac Amendment, from the Potomac Effective Date until April 22, 2018, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 1), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 1) from Potomac upon written notice to Potomac (the “Potomac Interest No. 1 Buyback Notice”), at the price of $600,000 per 6.0% of Interest (the “Potomac Interest No. 1 Buyback Amount”); provided provided further Pursuant to the Potomac Amendment, from the Potomac Effective Date until July 5, 2018, the five year anniversary of the latest date of the Investment (as defined in Potomac Agreement No. 2), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 2) from Potomac upon written notice to Potomac (the “Potomac Interest No. 2 Buyback Notice”), at the price of $150,000 per 1.5% of Interest (the “Potomac Interest No. 2 Buyback Amount”); provided provided further Pursuant to the Potomac Amendment, from the Potomac Effective Date until September 30, 2019, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 3) (the “Potomac Interest No. 3 Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 3) from Potomac upon written notice to Potomac (the “Potomac Interest No. 3 Buyback Notice”), at the price of $500,000 per 0.98% of Interest (the “Potomac Interest No. 3 Buyback Amount”); provided provided further Pursuant to the Potomac Amendment, from the Potomac Effective Date until November 28, 2019, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 4) (the “Potomac Interest No. 4 Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 4) from Potomac upon written notice to Potomac (the “Potomac Interest No. 4 Buyback Notice”), at the price of $500,000 per 0.98% of Interest (the “Potomac Interest No. 4 Buyback Amount”); provided provided further Pursuant to the Potomac Amendment, from the Potomac Effective Date until December 17, 2020, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 5) (the “Potomac Interest No. 5 Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 5) from Potomac upon written notice to Potomac (the “Potomac Interest No. 5 Buyback Notice”), at the price of $500,000 per 0.75% of Interest (the “Potomac Interest No. 5 Buyback Amount”); provided provided further Pursuant to the Potomac Amendment, if the Additional Investment (as defined in Potomac Agreement No. 5) is funded by Potomac, then, from the date of funding of such Additional Investment until the five year anniversary of such funding date (the “Potomac Additional Interest Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Additional Interest (as defined in Potomac Agreement No. 5) upon written notice to Potomac (the “Potomac Additional Interest Buyback Notice”), at the price of $500,000 per 0.75% of Additional Interest (the “Potomac Additional Interest Buyback Amount”); provided provided further In consideration for Potomac entering into the Potomac Amendment, the Company has agreed to pay Potomac, within 15 business days of the Potomac Effective Date, $159,500. The Company recorded the $159,500 payment to Potomac as a non-recurring general and administrative expense. Furthermore, the Company shall grant Potomac the right to receive 2.5525% of the Net Profit (as defined in the Potomac Agreements) generated from DAVINCI (as defined in the Potomac Amendment). In the event that the Company is sold, Potomac shall receive 2.5525% of the net proceeds of such sale, after the deduction of all expenses and costs related to such sale. Additionally, from the Potomac Effective Date until the four year anniversary of the Potomac Effective Date (the “Potomac DAVINCI Interest Buyback Expiration Date”), the Company may buyback all or any portion of the DAVINCI Interest (as defined in the Potomac Amendment) upon written notice to Potomac (the “Potomac DAVINCI Interest Buyback Notice), at the price of $382,875 per 2.5525% of DAVINCI Interest (the “Potomac DAVINCI Interest Buyback Amount”); provided provided further that Furthermore, pursuant to the Potomac Amendment, the Company and Potomac agree that, upon the Company’s receipt after the Potomac Effective Date of at least $3 million from (i) SWK pursuant to the Purchase Agreement with SWK, or (ii) Adapt pursuant to the Adapt Agreement, fifty percent of all actual amounts received by the Company from SWK shall be used in determining the Net Profit. |
Litigation
Litigation | 9 Months Ended |
Apr. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 9. Litigation On September 15, 2016, 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 “September 2016 Notice Letter”), that Teva USA had filed ANDA No. 209522 (the “Teva 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”). The ‘253 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 September 2016 Notice Letter asserts that its generic product will not infringe the ‘253 patent and/or that the ‘253 patent is invalid or unenforceable. On October 21, 2016, 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 Teva 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 not earlier than the expiration of the ‘253 patent, as well as equitable relief enjoining Teva from making, using, offering to sell, selling, or importing the product that is the subject of the Teva ANDA until after the expiration of the ‘253 patent, and monetary relief as a result of any such infringement. On January 3, 2017, the Company and Adapt Inc. received notice from Teva, pursuant to 21 U.S.C. § 355(j)(2)(B)(ii) (the “January 2017 Notice Letter”), that Teva USA is seeking regulatory approval to market a generic version of 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 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, 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 Teva 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 Teva ANDA be a date not earlier than the expiration of the ‘747 patent, as well as equitable relief enjoining Teva from making, using, offering to sell, selling, or importing the product that is the subject of the Teva ANDA until after the expiration of the ‘747 patent, and monetary relief as a result of any such infringement. On March 17, 2017, the Company and Adapt Inc. received notice from Teva, pursuant to 21 U.S.C. § 355(j)(2)(B)(ii) (the “March 2017 Notice Letter”), that Teva USA is seeking regulatory approval to market a generic version of NARCAN® before the expiration of U.S. Patent No. 9,561,177 (the “’177 patent”). The ‘177 patent is listed with respect to NARCAN® in the FDA’s Orange Book and expires on March 16, 2035. Teva’s March 2017 Notice Letter asserts that its generic product will not infringe the ‘177 patent and/or that the ‘177 patent is invalid or unenforceable. On April 26, 2017, 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 Teva ANDA with the FDA with respect to the ‘177 patent. The Plaintiffs seek, among other relief, an order that the effective date of FDA approval of the Teva ANDA be a date not earlier than the expiration of the ‘177 patent, as well as equitable relief enjoining Teva from making, using, offering to sell, selling, or importing the product that is the subject of the Teva ANDA until after the expiration of the ‘177 patent, and monetary relief as a result of any such infringement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Compensation Committee Addition On May 26, 2017, the Board voted to expand the Compensation Committee of the Board (the “Compensation Committee”) from two independent members to three independent members and appointed Gabrielle A. Silver, MD to the Compensation Committee. Following Dr. Silver’s appointment, the Compensation Committee is comprised of Ann MacDougall, JD (Chairperson), Dr. Silver, and Thomas T. Thomas. Sublease On May 29, 2017, the Company entered into a Sublease (the “Sublease”) with Standish Management, LLC to sublease office space located at 201 Santa Monica Boulevard, Santa Monica, CA 90401. Per the terms of the Sublease, the term will commence on September 1, 2017 and end on August 31, 2018 and the monthly rent will be $ 9,000 Welmers Investment Agreement Amendment On June 1, 2017 (the “Welmers Effective Date”), the Company and Ernst Welmers (“Welmers”) entered into an amendment (the “Welmers Amendment”) to that certain Investment Agreement, dated as of May 15, 2014, as clarified by that certain letter agreement dated October 15, 2014 (the “Welmers Agreement”), to provide for the Company’s right to buyback the Interest (as defined in the Welmers Agreement) from Welmers. Pursuant to the Welmers Amendment, from the Welmers Effective Date until May 27, 2019, the five year anniversary of the date of the Investment (as defined in the Welmers Agreement) (the “Welmers Interest Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest from Welmers upon written notice to Welmers (the “Welmers Interest Buyback Notice”), at the price of $ 300,000 1.5 provided Welmers Interest Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Welmers 1.8 times the Welmers Interest Buyback Amount within ten business days of providing the Welmers Interest Buyback Notice; provided further In consideration for Welmers entering into the Welmers Amendment, the Company has agreed to pay Welmers, within 15 business days of the Welmers Effective Date, $ 30,000 0.375 0.375 56,250 0.375 provided Welmers DAVINCI Interest Buyback Notice is provided within 2.5 years of the Welmers Effective Date, the Company shall pay Welmers two times the Welmers DAVINCI Interest Buyback Amount within ten business days of providing the Welmers DAVINCI Interest Buyback Notice; provided further that Furthermore, pursuant to the Welmers Amendment, the Company and Welmers agree that, upon the Company’s receipt after the Welmers Effective Date of at least $ 3 Amendment to LYL Holdings Amended and Restated Consulting Agreement On June 1, 2017 (the “LYL Effective Date”), the Company and LYL Holdings Inc. (“LYL”) entered into an amendment (the “LYL Amendment”) to that certain Amended and Restated Consulting Agreement, dated October 25, 2016 and effective as of July 17, 2013 (the “LYL Agreement”), to provide for the Company’s right to buyback the Interest (as defined in the LYL Agreement) from LYL. Pursuant to the LYL Amendment, from the LYL Effective Date until 4.5 years after July 17, 2013 (the “LYL Interest Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest from LYL upon written notice to LYL (the “LYL Interest Buyback Notice”), at the price of $ 500,000 5.0 provided LYL Interest Buyback Notice is provided within 3.25 years of the LYL Effective Date, the Company shall pay LYL 1.8 times the LYL Interest Buyback Amount within ten business days of providing the LYL Interest Buyback Notice; provided further In consideration for LYL entering into the LYL Amendment, the Company and LYL agree that, upon the Company’s receipt after the LYL Effective Date of at least $ 3 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 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 U.S. (“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 | 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 April 30, 2017 2016 Weighted Weighted Average Average Common Common Loss Shares Per Share Income Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock (3,129,608) 2,014,141 (1.55) 416,128 1,916,554 0.22 Effective of Dilutive Securities: Stock options and warrants 818,206 Diluted: Income (loss) attributable to common stock, including assumed conversions (3,129,608) 2,014,141 (1.55) 416,128 2,734,760 0.15 For the Nine Months Ended April 30, 2017 2016 Weighted Weighted Average Average Common Common Income Shares Per Share Loss Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock 6,919,554 2,004,143 3.45 (6,723,849) 1,882,088 (3.57) Effective of Dilutive Securities: Stock options and warrants 246,984 Diluted: Income (loss) attributable to common stock, including assumed conversions 6,919,554 2,251,127 3.07 (6,723,849) 1,882,088 (3.57) |
Reclassification of Financial Statement Accounts | Reclassification of Financial Statement Accounts Certain amounts in the April 30, 2016 financial statements have been reclassified to conform to the presentation in the April 30, 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 Accoun18
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Apr. 30, 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 April 30, 2017 2016 Weighted Weighted Average Average Common Common Loss Shares Per Share Income Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock (3,129,608) 2,014,141 (1.55) 416,128 1,916,554 0.22 Effective of Dilutive Securities: Stock options and warrants 818,206 Diluted: Income (loss) attributable to common stock, including assumed conversions (3,129,608) 2,014,141 (1.55) 416,128 2,734,760 0.15 For the Nine Months Ended April 30, 2017 2016 Weighted Weighted Average Average Common Common Income Shares Per Share Loss Shares Per Share $ Outstanding $ $ Outstanding $ Basic: Income (loss) attributable to common stock 6,919,554 2,004,143 3.45 (6,723,849) 1,882,088 (3.57) Effective of Dilutive Securities: Stock options and warrants 246,984 Diluted: Income (loss) attributable to common stock, including assumed conversions 6,919,554 2,251,127 3.07 (6,723,849) 1,882,088 (3.57) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Apr. 30, 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 nine months ended April 30, 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 97-348 % 373 % Term 2.53-10.00 years 10 years |
Schedule of Options and Warrants Outstanding | Stock option activity for nine months ended April 30, 2017 is presented in the table below: Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at July 31, 2016 4,635,000 $ 8.79 7.39 $ 2,731,250 Granted 320,000 $ 9.38 Expired (2,500) $ 10.00 Forfeited (1,180,000) $ 11.03 Outstanding at April 30, 2017 3,772,500 $ 8.13 7.12 $ 975,000 Exercisable at April 30, 2017 3,303,882 $ 7.75 7.21 $ 975,000 Warrant activity for the nine months ended April 30, 2017 is presented in the table below: Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding at July 31, 2016 1,215,385 $ 17.90 2.86 $ - Granted 45,000 $ 10.00 Expired (162,300) $ 47.23 Forfeited (325,000) $ 15.00 Outstanding at April 30, 2017 773,085 $ 12.51 3.27 $ - Exercisable at April 30, 2017 373,085 $ 9.84 6.06 $ - |
Schedule of Nonvested Share Activity | Non-vested options Weighted Average Number of Grant Date Fair Options Value Non-vested at July 31, 2016 90,833 $ 7.27 Granted 320,000 $ 7.70 Vested (59,717) $ 6.93 Non-vested at April 30, 2017 351,116 $ 7.73 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Basic: | ||||
Income (loss) attributable to common stock | $ (3,129,608) | $ 416,128 | $ 6,919,554 | $ (6,723,849) |
Diluted: | ||||
Income (loss) attributable to common stock, including assumed conversions | $ (3,129,608) | $ 416,128 | $ 6,919,554 | $ (6,723,849) |
Weighted Average Common Shares Outstanding | ||||
Weighted Average Common Shares Outstanding, Basic | 2,014,141 | 1,916,554 | 2,004,143 | 1,882,088 |
Weighted Average Common Shares Outstanding, Diluted | 2,014,141 | 2,734,760 | 2,251,127 | 1,882,088 |
Effective of Dilutive Securities: | ||||
Stock options and warrants | 0 | 818,206 | 246,984 | 0 |
Per Share Basic: | ||||
Earnings Per Share, Basic | $ (1.55) | $ 0.22 | $ 3.45 | $ (3.57) |
Per Share Diluted: | ||||
Earnings Per Share, Diluted | $ (1.55) | $ 0.15 | $ 3.07 | $ (3.57) |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Jul. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Adjustments to Additional Paid in Capital, Other | $ 761,826 | $ 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Board of Directors Chairman [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Penalty Rate | 35.00% | |||
Adjustments to Additional Paid in Capital, Other | $ 175,498 | |||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 680,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Percentage of Options and Warrants | 55.00% | |||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Penalty Rate | 35.00% | |||
Adjustments to Additional Paid in Capital, Other | $ 586,328 | |||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 825,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Percentage of Options and Warrants | 55.00% |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jun. 21, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Jul. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Accrued Professional Fees, Current | $ 165,000 | |||
Proceeds From Equity Or Debt Financing | $ 2,200,000 | |||
Common Stock, Shares, Outstanding | 2,020,380 | 1,992,433 | ||
Repayments of Notes Payable | $ 165,000 | $ 0 | ||
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% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Apr. 30, 2017 | Apr. 30, 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 | 97.00% | |
Term | 2 years 6 months 11 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Jul. 31, 2016 | |
Number of Shares | ||
Granted | 320,000 | |
Stock Option [Member] | ||
Number of Shares | ||
Outstanding, Beginning Balance | 4,635,000 | |
Granted | 320,000 | |
Expired | (2,500) | |
Forfeited | (1,180,000) | |
Outstanding, Ending Balance | 3,772,500 | 4,635,000 |
Exercisable | 3,303,882 | |
Weighted- average Exercise Price | ||
Outstanding, Beginning Balance | $ 8.79 | |
Granted | 9.38 | |
Expired | 10 | |
Forfeited | 11.03 | |
Outstanding, Ending Balance | 8.13 | $ 8.79 |
Exercisable | $ 7.75 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 7 years 1 month 13 days | 7 years 4 months 20 days |
Exercisable | 7 years 2 months 16 days | |
Aggregate Intrinsic Value | ||
Outstanding at July 31, 2016 | $ 2,731,250 | |
Outstanding at April 30, 2017 | 975,000 | $ 2,731,250 |
Exercisable | $ 975,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 9 Months Ended |
Apr. 30, 2017$ / sharesshares | |
Number of Options | |
Non-vested, Beginning Balance | shares | 90,833 |
Granted | shares | 320,000 |
Vested | shares | (59,717) |
Non-vested, Ending Balance | shares | 351,116 |
Weighted Average Grant Date Fair Value | |
Non-vested, Beginning Balance | $ / shares | $ 7.27 |
Granted | $ / shares | 7.7 |
Vested | $ / shares | 6.93 |
Non-vested, Ending Balance | $ / shares | $ 7.73 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Jul. 31, 2016 | |
Number of Shares | ||
Outstanding, Beginning Balance | 1,215,385 | |
Granted | 45,000 | |
Expired | (162,300) | |
Forfeited | (325,000) | |
Outstanding, Ending Balance | 773,085 | 1,215,385 |
Exercisable | 373,085 | |
Weighted- average Exercise Price | ||
Outstanding, Beginning Balance | $ 17.90 | |
Granted | 10 | |
Expired | 47.23 | |
Forfeited | 15 | |
Outstanding, Ending Balance | 12.51 | $ 17.90 |
Exercisable | $ 9.84 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 3 years 3 months 7 days | 2 years 10 months 10 days |
Exercisable | 6 years 22 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 0 | |
Exercisable | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Feb. 06, 2017 | Feb. 03, 2017 | Nov. 10, 2016 | Nov. 04, 2016 | Nov. 02, 2016 | Oct. 06, 2016 | Mar. 31, 2017 | Mar. 16, 2017 | Dec. 24, 2016 | Nov. 19, 2015 | Apr. 30, 2017 | Apr. 30, 2017 | Mar. 13, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | $ 242,318 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 190,427 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 59,717 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 320,000 | ||||||||||||
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 | ||||||||||||
Shares Issued, Price Per Share | $ 7.52 | ||||||||||||
Consultants [Member] | November 2, 2016 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation, Total | $ 7,520 | ||||||||||||
Advisor [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 14,531 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,875 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||||||
Warrants and Rights Outstanding | $ 229,360 | 229,360 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,000 | ||||||||||||
Shares Issued, Price Per Share | $ 7.75 | ||||||||||||
Advisor [Member] | March 16, 2017 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation, Total | 14,531 | ||||||||||||
Chief Scientific Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||
Board of Directors Chairman [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 680,000 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 825,000 | ||||||||||||
Warrant [Member] | Advisor [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||||
Share Price | $ 8 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 10 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 111.00% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.63% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||||
Treasury Bond, Term | 3 years | ||||||||||||
Warrant [Member] | Board of Directors Chairman [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 285,000 | ||||||||||||
Warrant [Member] | Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 40,000 | ||||||||||||
Letter Of Intent [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 85,102 | $ 83,274 | $ 120,347 | ||||||||||
Stock Issued During Period, Shares, New Issues | 14,327 | 10,745 | 14,327 | ||||||||||
Shares Issued, Price Per Share | $ 5.94 | $ 7.75 | |||||||||||
Letter Of Intent [Member] | November 10, 2016 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation, Total | 85,102 | ||||||||||||
Letter Of Intent [Member] | March 16, 2017 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation, Total | 83,274 | ||||||||||||
Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | 213,282 | ||||||||||||
Fair value of option granted | $ 425,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 320,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 9.38 | ||||||||||||
Stock Option [Member] | Thomas T. Thomas [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | $ 134,188 | ||||||||||||
Fair value of option granted | 220,116 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vests 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. | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 35,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10 | ||||||||||||
Stock Option [Member] | Employee [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | 75,363 | ||||||||||||
Fair value of option granted | 219,450 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 35,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10 | ||||||||||||
Stock Option [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, Grants in Period, Gross | 50,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10 | ||||||||||||
Stock Option [Member] | Chief Scientific Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation, Total | 223,925 | ||||||||||||
Fair value of option granted | $ 1,600,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 9 | ||||||||||||
Additional Share Based Compensation | 1,376,075 | ||||||||||||
Stock Option [Member] | Board of Directors Chairman [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 395,000 | ||||||||||||
Stock Option [Member] | Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 785,000 | ||||||||||||
Stock Option [Member] | 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 | ||||||||||||
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] | Chief Scientific Officer [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 | 100,000 | ||||||||||||
Stock Option [Member] | 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 | 973 | |||||||||||
Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | Chief Scientific Officer [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 | 5,555 | ||||||||||||
Stock Option [Member] | Share-based Compensation Award, Tranche Three [Member] | Chief Scientific Officer [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 | 5,556 | ||||||||||||
Non Vested Stock Options [Member] | Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unrecognized stock-based compensation cost | $ 2,001,413 | $ 2,001,413 |
Commitments (Details Textual)
Commitments (Details Textual) | Mar. 13, 2017USD ($)$ / sharesshares | Feb. 03, 2017USD ($)shares | Nov. 10, 2016USD ($)$ / sharesshares | Apr. 20, 2017GBP (£) | Mar. 16, 2017USD ($)$ / sharesshares | Oct. 31, 2016USD ($) | Nov. 19, 2015USD ($)shares | Apr. 30, 2017USD ($) | Apr. 30, 2016USD ($) | Apr. 30, 2017USD ($)shares | Apr. 30, 2017GBP (£)shares | Apr. 30, 2016USD ($) | Jul. 31, 2016USD ($)shares | Jul. 31, 2015USD ($) | Mar. 31, 2017USD ($) | Nov. 02, 2016$ / shares |
Selling Expense | $ 84,375 | $ 93,000 | $ 1,322,974 | $ 302,251 | ||||||||||||
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 consultants 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 consultants 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 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 320,000 | 320,000 | ||||||||||||||
Consultants [Member] | ||||||||||||||||
Selling Expense | $ 687,500 | 0 | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 7.52 | |||||||||||||||
Chief Scientific Officer [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 200,000 | |||||||||||||||
Chief Scientific Officer [Member] | Deferred Bonus [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 40,000 | |||||||||||||||
Advisor [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,875 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 14,531 | |||||||||||||||
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, Percentage of Shares Authorized for Repurchase | 1.25% | |||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 7.75 | |||||||||||||||
Deferred Compensation Arrangement Amount Authorized For Repurchase | $ 187,500 | |||||||||||||||
Advisor [Member] | March 16, 2017 [Member] | ||||||||||||||||
Share-based Compensation | 14,531 | |||||||||||||||
Advisor [Member] | Common Stock [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 1,875 | |||||||||||||||
Advisor [Member] | Warrant [Member] | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 45,000 | |||||||||||||||
Deferred Compensation Arrangement with Individual, Exercise Price | $ / shares | $ 10 | |||||||||||||||
Letter Of Intent [Member] | ||||||||||||||||
Additional Stock Issue During Period Upon Milestones | shares | 92,634 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 14,327 | 10,745 | 14,327 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 85,102 | $ 83,274 | $ 120,347 | |||||||||||||
Shares, Issued | shares | 3,582 | |||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 5.94 | $ 7.75 | ||||||||||||||
Letter Of Intent [Member] | March 16, 2017 [Member] | ||||||||||||||||
Share-based Compensation | $ 83,274 | |||||||||||||||
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 | 209,251 | $ 635,474 | ||||||||||||||
Euston Tower Serviced Offices Ltd [Member] | ||||||||||||||||
Operating Leases, Rent Expense | £ | £ 1,932 | |||||||||||||||
Premier Office Centers, LLC [Member] | ||||||||||||||||
Operating Leases, Monthly Rent Expense | $ 5,056 | $ 5,157 | ||||||||||||||
Description of Lessee Leasing Arrangements, Operating Leases | The New Lease became 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 New Lease became 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 | £ 7,521 | $ 299 | ||||||||||||||
Lease Expiration Date | May 31, 2018 | Jul. 31, 2017 | Jul. 31, 2017 | |||||||||||||
Operating Leases, Rent Expense | £ | £ 2,473 | |||||||||||||||
Security Deposit | £ | £ 15,042 |
Sale of Royalties (Details Text
Sale of Royalties (Details Textual) - USD ($) | Dec. 13, 2016 | Apr. 30, 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 |
Potomac Amendment (Details Text
Potomac Amendment (Details Textual) | Apr. 12, 2017USD ($)shares |
Potomac Construction Limited [Member] | |
Potomac Amendment [Line Items] | |
Other Financing Securities Buyback Terms | the Potomac DAVINCI Interest Buyback Notice is provided within 2.5 years of the Potomac Effective Date, the Company shall pay Potomac two times the Potomac DAVINCI Interest Buyback Amount within ten business days of providing the Potomac DAVINCI Interest Buyback Notice; provided, further, that, in the event the Potomac DAVINCI Interest Buyback Notice is provided after 2.5 years of the Potomac Effective Date and on or prior to the Potomac DAVINCI Interest Buyback Expiration Date, the Company shall pay Potomac 3.5 times the Potomac DAVINCI Interest Buyback Amount within ten business days of providing the Potomac DAVINCI Interest Buyback Notice. |
Deferred Compensation Arrangement, Cash Awards Granted As a Percentage of Net Proceeds from Divestiture | 2.5525% |
Deferred Compensation Arrangement, Shares Authorized for Repurchase | shares | 382,875 |
Deferred Compensation Arrangement, Percentage of Shares Authorized for Repurchase | 2.5525% |
Deferred Compensation Arrangement Cash Awards Granted As Percentage Of Net Profit | 2.5525% |
Deferred Compensation Arrangement with Individual, Recorded Liability | $ 159,500 |
Potomac Construction Limited [Member] | General and Administrative Expense [Member] | |
Potomac Amendment [Line Items] | |
Other Nonrecurring Expense | 159,500 |
Potomac Construction Limited [Member] | Potomac Amendment One [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 600,000 |
Percentage Interest In Asset | 6.00% |
Other Financing Securities Buyback Terms | the Potomac Interest No. 1 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 1 Buyback Amount within ten business days of providing the Potomac Interest No. 1 Buyback Notice; provided, further, that in the event the Potomac Interest No. 1 Buyback Notice is provided after 3.25 years of the date of the Investment and no later than 4.25 years from the date of the Investment, the Company shall pay Potomac 3.15 times the Potomac Interest No. 1 Buyback Amount within ten business days of providing the Potomac Interest No. 1 Buyback Notice. |
Potomac Construction Limited [Member] | Potomac Amendment Two [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 150,000 |
Percentage Interest In Asset | 1.50% |
Other Financing Securities Buyback Terms | the Potomac Interest No. 2 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 2 Buyback Amount within ten business days of providing the Potomac Interest No. 2 Buyback Notice; provided, further, that in the event the Potomac Interest No. 2 Buyback Notice is provided after 3.25 years of the date of the Investment and no later than 4.25 years from the date of the Investment, the Company shall pay Potomac 3.15 times the Potomac Interest No. 2 Buyback Amount within ten business days of providing the Potomac Interest No. 2 Buyback Notice. |
Potomac Construction Limited [Member] | Potomac Amendment Three [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 500,000 |
Percentage Interest In Asset | 0.98% |
Other Financing Securities Buyback Terms | the Potomac Interest No. 3 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 3 Buyback Amount within ten business days of providing the Potomac Interest No. 3 Buyback Notice; provided, further, that in the event the Potomac Interest No. 3 Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Potomac Interest No. 3 Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Interest No. 3 Buyback Amount within ten business days of providing the Potomac Interest No. 3 Buyback Notice. |
Potomac Construction Limited [Member] | Potomac Amendment Four [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 500,000 |
Percentage Interest In Asset | 0.98% |
Other Financing Securities Buyback Terms | the Potomac Interest No. 4 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 4 Buyback Amount within ten business days of providing the Potomac Interest No. 4 Buyback Notice; provided, further, that in the event the Potomac Interest No. 4 Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Potomac Interest No. 4 Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Interest No. 4 Buyback Amount within ten business days of providing the Potomac Interest No. 4 Buyback Notice. |
Potomac Construction Limited [Member] | Potomac Amendment Five [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 500,000 |
Percentage Interest In Asset | 0.75% |
Other Financing Securities Buyback Terms | the Potomac Interest No. 5 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 5 Buyback Amount within ten business days of providing the Potomac Interest No. 5 Buyback Notice; provided, further, that in the event the Potomac Interest No. 5 Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Potomac Interest No. 5 Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Interest No. 5 Buyback Amount within ten business days of providing the Potomac Interest No. 5 Buyback Notice. |
Potomac Construction Limited [Member] | Potomac Amendment Five Additional [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 500,000 |
Percentage Interest In Asset | 0.75% |
Other Financing Securities Buyback Terms | Additional Interest Buyback Notice is provided within 3.25 years of the date of the Additional Investment, the Company shall pay Potomac 1.8 times the Potomac Additional Interest Buyback Amount within ten business days of providing the Potomac Additional Interest Buyback Notice; provided, further, that in the event the Potomac Additional Interest Buyback Notice is provided after 3.25 years of the date of the Additional Investment and on or prior to the Potomac Additional Interest Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Additional Interest Buyback Amount within ten business days of providing the Potomac Additional Interest Buyback Notice. However, Potomac opted, at its sole discretion, not to make the $1,000,000 Additional Investment, and the deadline for Potomac to make the Additional Investment has passed. |
SWK Funding LLC [Member] | |
Potomac Amendment [Line Items] | |
Proceeds from (Payments for) Other Financing Activities | $ 3,000,000 |
Proceeds for Percentage of Used in Determining Net Profit | 50.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Apr. 12, 2017 | Jun. 01, 2017 | May 29, 2017 |
SWK Funding LLC [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from (Payments for) Other Financing Activities | $ 3,000,000 | ||
Subsequent Event [Member] | Ernst Welmers [Member] | |||
Subsequent Event [Line Items] | |||
Deferred Compensation Arrangement, Cash Awards Granted As a Percentage of Net Proceeds from Divestiture | 0.375% | ||
Deferred Compensation Arrangement, Percentage of Shares Authorized for Repurchase | 1.50% | ||
Deferred Compensation Arrangement Amount Authorized For Repurchase | $ 300,000 | ||
Other Financing Securities Buyback Terms | Welmers Interest Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Welmers 1.8 times the Welmers Interest Buyback Amount within ten business days of providing the Welmers Interest Buyback Notice;provided,further, that in the event the Welmers Interest Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Welmers Interest Buyback Expiration Date, the Company shall pay Welmers 3.15 times the Welmers Interest Buyback Amount within ten business days of providing the Welmers Interest Buyback Notice. | ||
Deferred Compensation Arrangement with Individual, Recorded Liability | $ 30,000 | ||
Deferred Compensation Arrangement Cash Awards Granted As Percentage Of Net Profit | 0.375% | ||
Subsequent Event [Member] | Welmers DAVINCI Investment Agreement Amendment [Member] | Ernst Welmers [Member] | |||
Subsequent Event [Line Items] | |||
Deferred Compensation Arrangement, Percentage of Shares Authorized for Repurchase | 0.375% | ||
Deferred Compensation Arrangement Amount Authorized For Repurchase | $ 56,250 | ||
Other Financing Securities Buyback Terms | Welmers DAVINCI Interest Buyback Notice is provided within 2.5 years of the Welmers Effective Date, the Company shall pay Welmers two times the Welmers DAVINCI Interest Buyback Amount within ten business days of providing the Welmers DAVINCI Interest Buyback Notice;provided,further,that, in the event the Welmers DAVINCI Interest Buyback Notice is provided after 2.5 years of the Welmers Effective Date and on or prior to the Welmers DAVINCI Interest Buyback Expiration Date, the Company shall pay Welmers 3.5 times the Welmers DAVINCI Interest Buyback Amount within ten business days of providing the Welmers DAVINCI Interest Buyback Notice. | ||
Subsequent Event [Member] | Standish Management, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Operating Leases, Rent Expense, Sublease Rentals | $ 9,000 | ||
Subsequent Event [Member] | SWK Funding LLC [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from (Payments for) Other Financing Activities | $ 3,000,000 | ||
Subsequent Event [Member] | LYL Holdings Inc [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from (Payments for) Other Financing Activities | $ 3,000,000 | ||
Deferred Compensation Arrangement, Percentage of Shares Authorized for Repurchase | 5.00% | ||
Deferred Compensation Arrangement Amount Authorized For Repurchase | $ 500,000 | ||
Other Financing Securities Buyback Terms | LYL Interest Buyback Notice is provided within 3.25 years of the LYL Effective Date, the Company shall pay LYL 1.8 times the LYL Interest Buyback Amount within ten business days of providing the LYL Interest Buyback Notice;provided,further, that in the event the LYL Interest Buyback Notice is provided after 3.25 years after the Effective Date and on or prior to the LYL Interest Buyback Expiration Date, the Company shall pay LYL 3.15 times the LYL Interest Buyback Amount within ten business days of providing the LYL Interest Buyback Notice. |