Document And Entity Information
| Document And Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2018 | Aug. 03, 2018 | |
| Document And Entity Information [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2018 | |
| Document Fiscal Year Focus | 2,018 | |
| Document Fiscal Period Focus | Q2 | |
| Entity Registrant Name | OPIANT PHARMACEUTICALS, INC. | |
| Entity Central Index Key | 1,385,508 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Smaller Reporting Company | |
| Trading Symbol | OPNT | |
| Entity Common Stock, Shares Outstanding | 2,822,665 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
| Current assets | ||
| Cash and cash equivalents | $ 11,245 | $ 8,116 |
| Accounts receivable | 2,970 | 11,697 |
| Deferred financing costs | 0 | 209 |
| Prepaid and other current assets | 560 | 733 |
| Total current assets | 14,775 | 20,755 |
| Other assets | ||
| Computer equipment - net of accumulated depreciation | 0 | 1 |
| Patents and patent applications - net of accumulated amortization | 16 | 17 |
| Total assets | 14,791 | 20,773 |
| Current liabilities | ||
| Accounts payable and accrued expenses | 2,195 | 3,157 |
| Accrued salaries and wages | 643 | 713 |
| Royalty payable | 735 | 1,408 |
| Deferred revenue | 760 | 379 |
| Total current liabilities | 4,333 | 5,657 |
| Long-term liabilities | ||
| Deferred revenue | 2,083 | 2,116 |
| Total long-term liabilities | 2,083 | 2,116 |
| Total liabilities | 6,416 | 7,773 |
| Stockholders' equity | ||
| Common stock; par value $0.001; 200,000,000 shares authorized; 2,711,645 and 2,535,766 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively. | 3 | 2 |
| Additional paid-in capital | 72,338 | 66,223 |
| Accumulated deficit | (63,966) | (53,225) |
| Total stockholders' equity | 8,375 | 13,000 |
| Total liabilities and stockholders' equity | $ 14,791 | $ 20,773 |
Condensed Consolidated Balance3
| Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
| Statement of Financial Position [Abstract] | ||
| Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Common stock authorized (in shares) | 200,000,000 | 200,000,000 |
| Common stock issued (in shares) | 2,711,645 | 2,535,766 |
| Common stock outstanding (in shares) | 2,711,645 | 2,535,766 |
Condensed Consolidated Statemen
| Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
| Revenues | ||||
| Royalty and licensing revenue | $ 3,053,000 | $ 3,750,000 | $ 4,702,000 | $ 3,750,000 |
| Treatment investment revenue | 53,000 | 22,000 | 107,000 | 33,000 |
| Grant revenue | 44,000 | 0 | 44,043 | 0 |
| Total revenue | 3,150,000 | 3,772,000 | 4,853,000 | 3,783,000 |
| Operating expenses | ||||
| General and administrative | 2,857,000 | 1,850,000 | 5,822,000 | 3,708,000 |
| Research and development | 1,616,000 | 1,383,000 | 4,036,000 | 2,272,000 |
| License fees | 0 | 0 | 5,625,000 | 0 |
| Selling expenses | 0 | 328,000 | 0 | 413,000 |
| Total operating expenses | 4,473,000 | 3,561,000 | 15,483,000 | 6,393,000 |
| Income (loss) from operations | (1,323,000) | 211,000 | (10,630,000) | (2,610,000) |
| Other income (expense) | ||||
| Interest income, net | 6,000 | 12,000 | 11,000 | 21,000 |
| Loss on settlement of liability | (50,000) | 0 | (50,000) | 0 |
| Gain (Loss) on foreign exchange | (30,000) | 16,000 | (38,000) | 31,000 |
| Total other income (expense) | (74,000) | 28,000 | (77,000) | 52,000 |
| Income (loss) before provision for income taxes | (1,397,000) | 239,000 | (10,707,000) | (2,558,000) |
| Provision for income taxes | 0 | 0 | 33,000 | 0 |
| Net income (loss) | $ (1,396,557) | $ 238,707 | $ (10,740,195) | $ (2,557,952) |
| Net income (loss) per share of common stock: | ||||
| Basic (in dollars per share) | $ (0.52) | $ 0.12 | $ (4.11) | $ (1.27) |
| Diluted (in dollars per share) | $ (0.52) | $ 0.11 | $ (4.11) | $ (1.27) |
| Weighted average shares outstanding used to compute net income (loss) per share: | ||||
| Basic (in shares) | 2,679,910 | 2,020,380 | 2,611,245 | 2,015,192 |
| Diluted (in shares) | 2,679,910 | 2,144,921 | 2,611,245 | 2,015,192 |
Condensed Consolidated Stateme5
| Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
| Jun. 30, 2018 | Jun. 30, 2017 | |
| Cash flows from operating activities | ||
| Net loss | $ (10,740,195) | $ (2,557,952) |
| Adjustments to reconcile net loss to net cash from operating activities: | ||
| Depreciation and amortization | 2,000 | 3,000 |
| Stock based compensation from issuance of options | 3,141,000 | 750,000 |
| Stock based compensation from issuance of warrants | 0 | 230,000 |
| Issuance of common stock for services | 782,000 | 98,000 |
| Change in assets and liabilities: | ||
| Accounts receivable | 8,727,000 | (3,750,000) |
| Prepaid expenses | 174,000 | (6,000) |
| Accounts payable and accrued liabilities | (1,685,000) | 980,000 |
| Accrued salaries and wages | (71,000) | (1,319,000) |
| Deferred revenue | 348,000 | (33,000) |
| Net cash provided by (used in) operating activities | 678,000 | (5,605,000) |
| Cash flows provided by financing activities | ||
| Proceeds from issuance of warrants | 24,000 | 0 |
| Proceeds from issuance of common shares | 2,532,000 | 0 |
| Finance costs | (105,000) | 0 |
| Net cash provided by financing activities | 2,451,000 | 0 |
| Net increase (decrease) in cash and cash equivalents | 3,129,000 | (5,605,000) |
| Cash and cash equivalents, beginning of period | 8,116,000 | 13,200,000 |
| Cash and cash equivalents, end of period | 11,245,000 | 7,595,000 |
| Non-Cash Transactions | ||
| Deferred financing costs in accounts payable | 50,000 | 0 |
| Offset of deferred financing costs against APIC | 365,000 | 0 |
| Forgiveness of related party debt | $ 0 | $ 762,000 |
Description of Business
| Description of Business | 6 Months Ended |
| Jun. 30, 2018 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of Business | Description of Business Change in Fiscal Year On December 8, 2017, the Board of Directors of Opiant Pharmaceuticals, Inc. (“Opiant" or the “Company”), acting pursuant to Section 5.1 of the Company’s Bylaws, approved a resolution changing the Company’s fiscal year-end from July 31 to December 31. As such, the end of the quarters in the new fiscal year do not coincide with the end of the quarters in the Company's previous fiscal years. The Company made this change to align its fiscal year end with other companies within its industry. Company Opiant is a specialty pharmaceutical company developing pharmacological treatments for addiction and drug overdose. The Company was incorporated in the State of Nevada in June 2005 as Madrona Ventures, Inc. and, in September 2009, changed its name to Lightlake Therapeutics Inc. In January 2016, the Company again changed its name to Opiant Pharmaceuticals, Inc. On November 4, 2016 the Company formed a wholly-owned subsidiary, Opiant Pharmaceuticals, UK Limited. On October 2, 2017, the Company changed its state of incorporation from the State of Nevada to the State of Delaware pursuant to an Agreement and Plan of Merger, dated October 2, 2017 whereby the Company merged with and into its recently formed, wholly-owned Delaware subsidiary, Opiant Pharmaceuticals, Inc. Pursuant to the Agreement and Plan of Merger, (i) the Company merged with and into its Delaware subsidiary, (ii) the Company's separate corporate existence in Nevada ceased to exist, (iii) the Company's Delaware subsidiary became the surviving corporation, (iv) each share of the Company's common stock, $0.001 par value per share (the “Common Stock”), outstanding immediately prior to the effective time was converted into one fully-paid and non-assessable share of common stock of Opiant Pharmaceuticals, Inc., a Delaware corporation, $0.001 par value per share, and (v) the certificate of incorporation and bylaws of the Company's Delaware subsidiary were adopted as its certificate of incorporation and bylaws at the effective time of the merger. The merger and the Agreement and Plan of Merger were approved by the Company's Board of Directors and stockholders representing a majority of the outstanding shares of Common Stock. The Company conceived, developed and licensed NARCAN® (naloxone hydrochloride) Nasal Spray, a treatment to reverse opioid overdose. This product was approved by the U.S. Food and Drug Administration (“FDA”) in November 2015. It is marketed by Adapt Pharma Operations Limited (“Adapt”), an Ireland-based pharmaceutical company. The Company plans to replicate this relatively low cost business strategy primarily through developing nasal opioid antagonists in the fields of addiction and drug overdose. The Company primarily aims to identify and progress those drug development opportunities that have the potential to file additional New Drug Applications (“NDA”) with the FDA within three to five years, with larger market opportunities and with the potential to self-commercialize in the fields of addiction and drug overdose. The Company's current pipeline of product candidates includes pharmacological treatments for Bulimia Nervosa ("BN"), Alcohol Use Disorder ("AUD"), Opioid Use Disorder ("OUD") and a long acting Opioid Overdose Reversal ("OOR") product. We are also pursuing other treatment opportunities within the addiction space. The Company has not had a bankruptcy, receivership or similar proceeding. The Company is required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the clinical testing and manufacturing and sale of pharmaceutical products. |
Basis of Presentation and Summa
| Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
| Jun. 30, 2018 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company's financial position as of June 30, 2018 and December 31, 2017, results of its operations for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss or loss per share. The condensed 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. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the five-month period ended December 31, 2017 included in the Company's Transition Report on Form 10-KT filed with the SEC on March 7, 2018. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of: deferred income tax assets, equity instruments, stock-based compensation, acquired intangibles, and allowances for accounts receivable. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were approximately $11.2 million and $8.1 million at June 30, 2018 and December 31, 2017, respectively. The Company maintains cash balances at financial institutions insured up to $250 thousand by the Federal Deposit Insurance Corporation. Balances in the UK are insured up to £85 thousand by the Financial Services Compensation Scheme (UK Equivalent). Although the Company’s cash balances exceeded these insured amounts at various times during the six months ended June 30, 2018, the Company has not experienced any losses on its deposits of cash and cash equivalents for the periods presented. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the respective period presented in the Company’s accompanying condensed consolidated financial statements. Fully diluted earnings (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. The following table illustrates the dilutive effect of the assumed exercise of the Company’s outstanding stock options and warrants, using the treasury stock method, for the three and six months ended June 30, 2018 and 2017, respectively: For the Three Months Ended June 30, For the Six Months Ended June 30, Numerator: 2018 2017 2018 2017 Net income (loss) $ (1,396,557 ) $ 238,707 $ (10,740,195 ) $ (2,557,952 ) Denominator: Denominator for basic income (loss) per share - weighted-average shares 2,679,910 2,020,380 2,611,245 2,015,192 Effect of dilutive securities: Equity incentive plans — 124,541 — — Denominator for diluted income (loss) per share 2,679,910 2,144,921 2,611,245 2,015,192 Income (loss) per share - Basic $ (0.52 ) $ 0.12 $ (4.11 ) $ (1.27 ) Income (loss) per share - Diluted $ (0.52 ) $ 0.11 $ (4.11 ) $ (1.27 ) The Company excluded the following securities from the calculation of diluted net income (loss) per share as the effect would have been antidilutive: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Options to purchase common stock 3,295,050 3,095,000 3,295,050 3,770,000 Warrants to purchase common stock 354,610 768,800 354,610 768,800 Total 3,649,660 3,863,800 3,649,660 4,538,800 Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, "Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross Versus Net)," was issued in March 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU 2016-10, "Identifying Performance Obligations and Licensing," issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. ASU 2016-12, "Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients" provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. Finally, ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” was issued in December 2016, and provides elections regarding the disclosures required for remaining performance obligations in certain cases and also makes other technical corrections and improvements to the standard. With its evaluation of ASU 2014-09, the Company does not expect a material impact on its consolidated financial statements. The Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to its consolidated statements of operations for the three and six months ended June 30, 2018 as a result of applying Topic 606. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Prepaid Expenses and Other Curr
| Prepaid Expenses and Other Current Assets | 6 Months Ended |
| Jun. 30, 2018 | |
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
| Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets As of June 30, 2018, the Company had approximately $ 560 thousand recorded as prepaid expenses and other current assets. Approximately $245 thousand was related to a deposit made by the Company to Renaissance Lakewood, LLC ("Renaissance") (see Note 9 - Commitments) in August 2017. Per the terms of its agreement with Renaissance, the Company was obligated to make this deposit to fund the initial costs of the product development work to be performed by Renaissance on behalf of the Company. As of June 30, 2018 the Company has a remaining prepaid expense balance of $193 thousand associated with the deposit. During the six months ended June 30, 2018, the Company prepaid for annual insurance. As of June 30, 2018, the Company has prepaid insurance in the amount of $159 thousand . During the year ended December 31, 2017, the Company purchased approximately $100 thousand of research and development supplies related to the above referenced product development work being performed by Renaissance. As provided under the agreement with Renaissance, the Company is obligated to pay for all supplies and materials that are needed to complete this product development work. As of June 30, 2018 and December 31, 2017, the amount of remaining prepaid expense was $86 thousand and $100 thousand , respectively because it is estimated that these supplies will be used within 12 months of the reporting date. The remaining balance consists primarily of prepaid expenses such as rent, other insurance, and software licenses. |
Related Party Transactions
| Related Party Transactions | 6 Months Ended |
| Jun. 30, 2018 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions The Company uses office space provided by Dr. Phil Skolnick, the Company’s Chief Scientific Officer, free of charge. |
Accounts Receivable
| Accounts Receivable | 6 Months Ended |
| Jun. 30, 2018 | |
| Receivables [Abstract] | |
| Accounts Receivable | Accounts Receivable On December 13, 2016, the Company entered into a Purchase and Sale Agreement (the “SWK 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 (as defined in the SWK Purchase Agreement) arising from the sale by Adapt of NARCAN or any other Product, in an amount up to (i) $20,625,000 and then the Residual Royalty thereafter or (ii) $26,250,000 (the "Capped Royalty Amount"), 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. The Residual Royalty is defined in the SWK Purchase Agreement as follows: (i) if the Earn Out Milestone is paid, then SWK shall receive 10% of all Royalties; provided, however, that if no generic version of NARCAN is commercialized prior to the six th anniversary of the SWK Closing Date, 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 six th anniversary of the SWK Closing Date, then SWK shall receive 3.93% of all Royalties after such date. Under the SWK Purchase Agreement, the Company received an upfront purchase price of $13,750,000 less $40,000 of legal fees on the SWK Closing Date, and received an additional $3,750,000 from SWK on August 10, 2017 after the Earn Out Milestone was achieved during the first two calendar quarters in 2017. As of December 31, 2017, the Company determined that the Capped Royalty Amount provided in the SWK Agreement had been met. As a result, 90% of any succeeding milestone payments and royalties due from Adapt will revert to the Company while the remaining 10% will be paid to SWK. As of December 31, 2017, the Company recognized accounts receivable of $11.7 million , which is equivalent to 90% of the milestone payments and royalties earned during the five months ended December 31, 2017. On February 28, 2018, the Company was notified that Adapt had entered into a license agreement with a Third Party (as defined in the License Agreement) with regard to one or more patents pursuant to which Adapt had invoked its right under Section 5.5 of that certain License Agreement, dated as of December 15, 2014 (the “Initial License Agreement”), by and between the Company and Adapt, as amended (the “License Agreement”), to offset 50% , or $6,250,000 , of the payment paid to such Third Party from the amounts payable by Adapt to the Company (under the License Agreement) and to SWK (under the SWK Purchase Agreement). To the extent that the license agreement which Adapt has entered into with the Third Party requires additional payments that fall under the scope of Section 5.5 of the License Agreement, Adapt may seek from the Company future payment offsets of up to 50% of such amounts that Adapt pays to such Third Party. In accordance with the License Agreement, Adapt may enter into such a licensing arrangement and exercise its right to deduct any payments with respect thereto at any time without the consent of the Company. Under the License Agreement, royalty or milestone payments for a calendar quarter are payable from Adapt to the Company, and Adapt may not deduct more than 50% of the amount payable for that calendar quarter. The Company has not been given access to the license agreement between Adapt and the Third Party and Adapt may not give the Company notice of any future offset payments until they are incurred. The Company is not aware of any potential offset payments related to the three months ended June 30, 2018. On March 1, 2018, the Company received net milestone payments of $6.1 million . The remaining accounts receivable balance of $5.6 million , which is associated with the royalty and milestones earned during the twelve months ended December 31, 2017, was applied as an offset to the license fee owed to Adapt, as provided under Section 5.5 of the License Agreement. The $5.6 million of fees paid to Adapt is reported as license fees in the condensed consolidated statements of operations. In May 2018 the Company received $1.7 million from Adapt related to royalties earned during the three months ended March 31, 2018. At June 30, 2018, the Company recorded $3.0 million as a receivable relating to royalty revenue recognized during the three months ended June 30, 2018. |
Deferred Revenue
| Deferred Revenue | 6 Months Ended |
| Jun. 30, 2018 | |
| Revenue Recognition [Abstract] | |
| Deferred Revenue | Deferred Revenue On December 17, 2013, the Company entered into an agreement with an investor, Potomac, and subsequently received additional funding totaling $250 thousand for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.5% interest in the Company’s BED treatment product (the “BED Treatment Product”) and pay the investor 0.5% of the BED Net Profit in perpetuity (the “2013 0.5% Investor Interest”). “BED Net Profit” is defined as the pre-tax profit generated from the BED Treatment Product after the deduction of all expenses incurred by and payments made by the Company in connection with the BED Treatment Product, including but not limited to an allocation of Company overhead. In the event that the BED Treatment Product was not approved by the FDA by December 17, 2016, the investor would have a 60 -day option to exchange its entire 0.5% Investor Interest for 31,250 shares of Common Stock of the Company. On February 17, 2017, the investor’s option to receive the shares of Common Stock terminated by its terms, which resulted in the Company beginning to recognize revenue in relation to this agreement in February 2017. The Company estimates that sufficient research and development will be completed by December 31, 2020 to allow the Company to advance the program into final registration studies. Therefore, the Company recognized revenue on a straight-line basis over the expected completion date. The Company recognized approximately $14.4 thousand and $32.6 thousand of revenue relating to the agreement for the three month period ended June 30, 2018 and 2017, respectively. During the six months ended June 30, 2018 and 2017 the Company recognized approximately $28.9 thousand and $32.6 thousand of revenue related to the agreement, respectively. On September 17, 2014, the Company entered into an agreement with an investor, Potomac, and subsequently received funding totaling $500 thousand for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 1.0% interest in the Company’s BED Treatment Product and pay the investor 1.0% of the BED Net Profit generated from the BED Treatment Product in perpetuity (the “ 1.0% Investor Interest”). “BED Net Profit” is defined as the pre-tax profit generated from the BED Treatment Product after the deduction of all expenses incurred by and payments made by the Company in connection with the BED Treatment Product, including but not limited to an allocation of Company overhead. In the event that the BED Treatment Product was not approved by the FDA by September 17, 2017, the investor would have a 60 -day option to exchange its entire 1.0% Investor Interest for 62,500 shares of Common Stock of the Company. On November 15, 2017, the investor’s option to receive the shares of Common Stock terminated by its terms, which resulted in the Company beginning to recognize revenue in relation to this agreement in November 2017. The Company estimates that sufficient research and development will be completed by December 31, 2020 to allow the Company to advance the program into final registration studies. Therefore, the Company recognized revenue on a straight-line basis over the expected completion date. During the three and six months ended June 30, 2018, the Company recognized revenue of approximately $39.2 thousand and $78.4 thousand , respectively related to this agreement. The Company recognized no revenue for the three and six months ended June 30, 2017. On July 20, 2015, the Company entered into an agreement with an investor, Potomac, and subsequently received funding from an individual investor in the amount of $250 thousand for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.5% interest in the BED Net Profit (the “2015 0.5% Investor Interest”) generated from the BED Treatment Product in perpetuity. The investor also has rights with respect to the 2015 0.5% Investor Interest if the BED Treatment Product is sold or the Company is sold. If the product is not introduced to the market and not approved by the FDA or an equivalent body in Europe and not marketed by July 20, 2018, the investor will have a 60 -day option to exchange the 2015 0.5% Investor Interest for 25,000 shares of Common Stock of the Company. As of June 30, 2018, no revenue had been recognized in relation to this agreement. On September 22, 2015, the Company received a $1.6 million commitment from the Foundation which later assigned its interest to Valour in October 2016, from which the Company had the right to make capital calls from the Foundation for the research, development, and any other activities connected to the Company’s opioid antagonist treatments for addictions and related disorders that materially rely on certain studies funded by the Foundation’s investment, excluding the Opioid Overdose Reversal Treatment Product (the “Certain Studies Products”), certain operating expenses, and any other purpose consistent with the goals of the Foundation. In exchange for funds invested by the Foundation, Valour currently owns 2.1333% interest in the Certain Studies Products Net Profit (the “ 2.1333% Interest”). The “Certain Studies Net Profit” is defined as any pre-tax revenue received by the Company that was derived from the sale of the Certain Studies Products less any and all expenses incurred by and payments made by the Company in connection with the Certain Studies Products, including but not limited to an allocation of Company overhead based on the proportionate time, expenses and resources devoted by the Company to Certain Studies Product-related activities, which allocation shall be determined in good faith by the Company. Valour also has rights with respect to its up to a 2.1333% Interest if the Certain Studies Product is sold or the Company is sold. Additionally, the Company may buy back, in whole or in part, the 2.1333% Interest from Valour within 2.5 years or after 2.5 years of the initial investment at a price of two times or 3.5 times, respectively, the relevant investment amount represented by the interests to be bought back. If an aforementioned treatment is not introduced to the market by September 22, 2018, Valour will have a 60 -day option to exchange its 2.1333% Interest for shares of the Common Stock of the Company at an exchange rate of one-tenth of a share for every dollar of its investment. On October 2, 2015, December 23, 2015, and May 28, 2016, the Company made capital calls of approximately $618 thousand , $715.5 thousand , and $266.5 thousand , respectively, from the Foundation in exchange for 0.824% , 0.954% and 0.355333% interests in the aforementioned treatments, respectively. The Company will defer recording revenue until such time as Valour’s option expires or Valour’s right to exercise the option is eliminated by the achievement of certain milestones. Upon expiration of the exercise option, the deliverables of the arrangement will be reviewed and evaluated under Accounting Standards Codification (ASC) 605. In the event Valour chooses to exchange its 2.1333% Interest, in whole or in part, for shares of Common Stock of the Company, that transaction will be accounted for in a manner similar to a sale of shares of Common Stock for cash. As of June 30, 2018, no revenue had been recognized in relation to this agreement. On April 17, 2018, the Company was awarded a grant of approximately $7.4 million from the National Institutes of Health’s National Institute on Drug Abuse, (NIDA). The grant provides the Company with additional resources for the ongoing development of OPNT003 (intranasal nalmefene), a long-lasting opioid antagonist for the treatment of opioid overdose. The grant includes approximately $2.6 million to be funded for the period ending March 31, 2019, with the balance to be funded over the subsequent two years, subject to available funds and satisfactory progress on the development of OPNT003. Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. The Company recognized revenues from grants in the period during which the related costs were incurred, provided that the conditions under which the grants were provided had been met and only perfunctory obligations were outstanding. During the six months ended June 30, 2018 the Company received the first tranche cash draw of $500,000 and recognized revenue of $44,043 related to this grant. The following is a summary of the Company’s deferred revenue activity as of June 30, 2018: (in thousands) BED Other Grants Total Balance as of December 31, 2017 $ 895 $ 1,600 $ — $ 2,495 Increase to deferred revenue — — 500 500 Recognized as revenue (108 ) — (44 ) (152 ) Balance as of June 30, 2018 $ 787 $ 1,600 $ 456 $ 2,843 As of June 30, 2018, the Company had recorded approximately $760 thousand of its deferred revenue as a current liability because the Company expects to recognize that amount as revenue during the next 12 months. The remaining $2.1 million was recorded as a long-term liability as of June 30, 2018, as detailed in the following table: (in thousands) BED Other Grants Total Current portion $ 304 $ — $ 456 $ 760 Long-term portion 483 1,600 — 2,083 Total $ 787 $ 1,600 $ 456 $ 2,843 |
Royalty Payable
| Royalty Payable | 6 Months Ended |
| Jun. 30, 2018 | |
| Payables and Accruals [Abstract] | |
| Royalty Payable | Royalty Payable The Company entered into various agreements and subsequently received funding from investors for use by the Company for the research and development of its OORT Product. In exchange for this funding, the Company agreed to provide investors with interest in the OORT Net Profit generated from its OORT Product in perpetuity. As of December 31, 2017, the Company determined an OORT Net Profit as a result of NARCAN sales by Adapt. As of June 30, 2018, the Company has a royalty payable of $735 thousand to certain Net Profit Partners. |
Stockholders' Equity
| Stockholders' Equity | 6 Months Ended |
| Jun. 30, 2018 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity | Stockholders' Equity Common Stock During the six months ended June 30, 2018 , the Company issued 175,879 shares of Common Stock. In October 2017, the Company entered into a Controlled Equity Offering SM sales agreement (the "Sales Agreement") with Cantor Fitzgerald & Co., as agent ("Cantor Fitzgerald"), pursuant to which the Company may offer and sell, from time to time through Cantor Fitzgerald, shares of Common Stock having an aggregate offering price as set forth in the Sales Agreement and a related prospectus supplement filed with the SEC on March 19, 2018. The Company agreed to pay Cantor Fitzgerald a cash commission of 3.0% of the aggregate gross proceeds from each sale of shares under the Sales Agreement. The Company sold 128,250 shares of Common Stock for gross proceeds of $2.61 million and received net proceeds of $2.53 million , after sales commissions, under the Sales Agreement during the six months ended June 30, 2018. During the six months ended June 30, 2018, the Company offset net financing proceeds received with $0.4 million of current and deferred financing costs. All deferred financing costs were offset against additional paid-in capital as of June 30, 2018. There were no additional deferred financing costs at June 30, 2018. During the six months ended June 30, 2018, the Company issued 2,400 shares of its Common Stock as a result of the exercise of stock purchase warrants with an exercise price of $10.00 per share for total proceeds of $24,000 . During the six months ended June 30, 2018 the Company issued 38,166 shares of its Common stock with an aggregate value of $782 thousand for services and 7,063 shares of its Common Stock for a cashless exercise of stock options. Stock Options On September 8, 2017, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”), at which time the 2017 Long-Term Incentive Plan ("2017 Plan") was approved by stockholder vote. The 2017 Plan allows the Company to grant both incentive stock options (“ISOs”) and non-qualified stock options (“NSOs”) to purchase a maximum of 400,000 shares of the Company's Common Stock. Under the terms of the 2017 Plan, ISOs may only be granted to Company employees and directors, while NSOs may be granted to employees, directors, advisors, and consultants. The Board has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. Options are to be granted at an exercise price not less than fair value for an ISO or an NSO. The vesting period is normally over a period of four years from the vesting date. The contractual term of an option is no longer than ten years . As provided in the 2017 Plan, on January 1, 2018 the number of options available for issuance was increased by 4% of the outstanding stock as of December 31, 2017, which represents an increase of 101,431 options. Prior to adopting the 2017 Plan, the Company did not have a formal long-term incentive stock plan. Prior to the implementation of the 2017 Plan, the Company had discretion to provide designated employees of the Company and its affiliates, certain consultants, and advisors who perform services for the Company and its affiliates, and non-employee members of the Board and its affiliates with the opportunity to receive grants of non-qualified stock options (the "Pre-2017 Non-Qualified Stock Options"). All of the Pre-2017 Non-Qualified Stock Option Grants were intended to qualify as non-qualified stock options. There were no Pre-2017 Non-Qualified Stock Option Grants that were intended to qualify as incentive stock options. Pre-2017 Non-Qualified Stock Options As of December 31, 2017, the Company had granted Pre-2017 Non-Qualified Stock Options to purchase, in the aggregate, 2,980,500 shares of the Company's Common Stock. During the six months ended June 30, 2018 , the Company did no t grant any Pre-2017 Non-Qualified Stock Options. Stock option activity for the Pre-2017 Non-Qualified Stock Options for the six months ended June 30, 2018 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Thousands) Outstanding at December 31, 2017 2,980,500 $ 7.33 7.06 $ 46,606 Exercised (15,000 ) 10.00 Forfeited — — Outstanding at June 30, 2018 2,965,500 $ 7.33 6.58 $ 20,980 Exercisable at June 30, 2018 2,690,758 $ 7.12 6.45 $ 19,562 A summary of the status of the Company’s non-vested Pre-2017 Non-Qualified Stock Options as of June 30, 2018 and changes during the six months ended June 30, 2018 is presented below: Number of Options Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 288,902 $ 7.87 Vested (14,160 ) $ 7.58 Non-vested at June 30, 2018 274,742 $ 7.88 During the six months ended June 30, 2018 and 2017, the Company recognized approximately $570 thousand and $750 thousand , respectively, of non-cash expense related to Pre-2017 Non-Qualified Stock Options granted in prior periods. As of June 30, 2018, there was approximately $523.3 thousand of unrecognized compensation costs related to non-vested Pre-2017 Non-Qualified Stock Options. The 2017 Plan On January 4, 2018, the Company granted options to a number of employees to purchase 57,050 shares of the Company’s Common Stock at an exercise price of $24.84 per share, which represents the closing price of the Company’s Common Stock on the date of grant. These options were issued under the Company’s 2017 Plan and have ten -year terms. The options vest as follows: 25% on the one year anniversary of the grant date and then 1/48 th of the options shares vest on such date every month thereafter through the fourth anniversary of the grant date. The Company valued these options using the Black-Scholes option pricing model and estimated the fair value on the date of grant to be $1.4 million . On February 13, 2018, the Company granted an option to an employee to purchase 100,000 shares of the Company’s Common Stock at an exercise price of $24.79 per share, which represents the closing price of the Company’s Common Stock on the date of grant. This option was issued under the Company’s 2017 Plan and has a ten -year term. The option vests as follows: 25% on the one year anniversary of the grant date and then 1/48 th of the option shares vest on such date every month thereafter through the fourth anniversary of the grant date. The Company valued this option using the Black-Scholes option pricing model and estimated the fair value on the date of grant to be $2.5 million . During the six month period ended June 30, 2018 the Company granted 25,500 options to employees and certain Directors of the Board at exercise prices from $15.56 to $19.80 , which represents the closing price of the Company's common stock on the date of the grant. These options were issued under the Company's 2017 Plan and have ten -year terms. The options vest over a period of one to four years. The Company valued these options using the Black-Scholes option pricing model and estimated the fair value of all options granted during the three months ended June 30, 2018 to be $399,253 . The assumptions used in the valuation of options granted under the 2017 Plan during the six months ended June 30, 2018 are as follows: For the Six Months Ended June 30, 2018 Market value of stock on measurement date $15.56 to $24.84 Risk-free interest rate 2.47% to 2.88% Dividend yield — Volatility factor 121% to 324% Term 5.5 - 10 Years Stock option activity for options granted under the 2017 Plan during the six months ended June 30, 2018 is presented in the table below: Number of Shares Available Number of Options Outstanding Weighted-average Exercise Price Weighted-average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Thousands) Outstanding at July 31, 2017 — — — Total shares authorized 400,000 — — Granted (214,000 ) 214,000 $ 37.62 9.71 Exercised — — — Forfeited 40,000 (40,000 ) $ 49.93 Balance at December 31, 2017 226,000 174,000 $ 34.78 9.71 Annual additional options authorized 101,431 — — Granted (182,550 ) 182,550 $ 23.80 Exercised — — — Forfeited 27,000 (27,000 ) $ 24.84 Balance at June 30, 2018 171,881 $ 329,550 $ 29.51 9.42 $ — A summary of the status of the Company’s non-vested options granted under the 2017 Plan as of June 30, 2018 and changes during the six months ended June 30, 2018 are presented in the following table: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested at December 31, 2017 174,000 $ 34.78 Granted 182,550 $ 23.80 Forfeited (27,000 ) $ 24.84 Balance at June 30, 2018 329,550 $ 29.51 Vested — — Non-vested at June 30, 2018 329,550 $ 29.51 During the six months ended June 30, 2018 , the Company recognized approximately $2.6 million of non-cash expense related to options granted under the 2017 Plan. As of June 30, 2018, there was approximately $5.8 million of unrecognized compensation costs related to non-vested stock options that were granted under the 2017 Plan. Warrants During the six months ended June 30, 2018 , the Company did no t issue any warrants. Warrant activity for the six months ended June 30, 2018 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Thousands) Outstanding at December 31, 2017 357,010 $ 9.78 5.57 $ 4,708 Exercised (2,400 ) $ 10.00 Outstanding at June 30, 2018 354,610 $ 9.78 5.35 $ 1,634 Exercisable at June 30, 2018 354,610 $ 9.78 5.35 $ 1,634 |
Commitments
| Commitments | 6 Months Ended |
| Jun. 30, 2018 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments | Commitments The Company has entered into various agreements related to its business activities. The following is a summary of the Company’s commitments: Torreya Agreement On December 18, 2014, the Company entered into a consulting agreement with Torreya (the "2014 Agreement"), a financial advisory firm, under which Torreya agreed to provide financial advisory services with regard to the License Agreement. The 2014 Agreement also requires the Company to pay an additional fee equivalent to 3.75% of all amounts received by the Company in excess of $3.0 million , in perpetuity. On April 25, 2016, the Company entered into a consulting agreement with Torreya, under which Torreya agreed to provide financial advisory services for financing activities. 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 Torreya. Torreya’s fee would be equal to 5% of gross funding received by the Company up to $20 million plus 3.5% of any proceeds received in excess of $20 million . Total fees incurred by the Company to Torreya pursuant to this agreement during the fiscal year ended July 31, 2017 amounted to $687.5 thousand , while no such fees were incurred by the Company during fiscal year 2016. As of July 31, 2017, the Company had recorded an accrued liability of approximately $928.5 thousand relating to fees owed to Torreya. On September 8, 2017, the Company and Torreya entered into the Supplemental Engagement Letter to provide financial advisory services with respect to the licensing of the intellectual property rights to develop and commercialize certain products with Adapt Pharma Operations Limited, an Ireland based pharmaceutical company ("Adapt"). The revised engagement amends total consideration as follows: (i) an aggregate of $300 thousand in cash payments to be paid by the Company to Torreya in three equal installments over a 16 -month period; (ii) shares of Common Stock, equal to an aggregate value of $300 thousand , to be issued by the Company to Torreya in three equal installments over a 16 -month period; (iii) if the Earn Out Milestone Payment is paid under the SWK Agreement, approximately $140.6 thousand , or 3.75% of the Earn Out Milestone Payment (as defined in the SWK Agreement), shall be paid by the Company to Torreya within 15 days of the date that the Earn Out Milestone (as defined in the SWK Agreement) has been paid to the Company; (iv) once SWK has received the Capped Royalty Amount, if the Earn Out Milestone Payment (as defined in the SWK Agreement) is paid, Torreya shall receive 3.375% of the Total Consideration (as defined in the 2014 Agreement) received thereafter or 3.5625% of the Total Consideration received thereafter if no generic version of NARCAN is commercialized prior to the six th anniversary of the Closing Date (as defined in the SWK Agreement) as per the terms of the SWK Agreement; and (v) once SWK has received the Capped Royalty Amount, if the Earn Out Milestone Payment has not been paid, Torreya shall receive 3.45525% of the Total Consideration received thereafter or 3.602625% of the Total Consideration received thereafter if no generic version of NARCAN is commercialized prior to the six th anniversary of the Closing Date as per the terms of the SWK Agreement. Payments made by the Company in the form of shares of Common Stock will be a defined number of shares calculated based upon the average closing price of the Common Stock for the ten trading days prior to the relevant date for the payment. On September 23, 2017, the Company issued 3,283 shares of its Common Stock to Torreya as payment for $100 thousand of fees owed by the Company to Torreya. The Company valued these shares at $40.58 per share, or approximately $133 thousand in the aggregate, which represents the closing price of the Company's Common Stock on September 22, 2017. The Company had $639 thousand recorded as a liability as of December 31, 2017. During March and May 2018, the Company made payments to Torreya in the amounts of $205 thousand and $58 thousand , respectively representing 3.375% of the milestone payments the Company received from Adapt in March and May of 2018. As of June 30, 2018, the Company had a liability of $375 thousand owed to Torreya as a current liability, because it was due and payable to Torreya within 12 months of June 30, 2018. During the three and six months ended June 30, 2018, the Company recorded zero additional expense related to Torreya. The Company recorded $328 thousand and $412 thousand of fees for the three and six months ended June 30, 2017. Exclusive License and Collaboration Agreement On November 19, 2015, the Company issued 14,327 shares of unregistered Common Stock upon the execution of a binding letter of intent to agree to negotiate and enter into an exclusive license agreement and collaboration agreement (“LOI”) with a pharmaceutical company with certain desirable proprietary information. The shares issued in this transaction were valued using the stock price at issuance date and amounted to approximately $120.3 thousand . Pursuant to the LOI, the Company is obligated to issue up to an additional 92,634 shares of unregistered Common Stock upon the occurrence of various milestones. A total of 3,582 shares had been issued as of July 31, 2016 due to achievement of certain milestones. On November 10, 2016, the Company issued an additional 14,327 shares of unregistered Common Stock pursuant to the LOI. The shares issued in this transaction were valued using the stock price at issuance date and amounted to approximately $85.1 thousand . On March 16, 2017, the Company issued an additional 10,745 shares of unregistered Common Stock pursuant to the LOI. The Company was obligated to issue these shares upon the one year anniversary of receipt by the Company of a milestone payment from Adapt for the first commercial sale of the Company’s product, NARCAN, in the U.S. The shares issued on March 16, 2017 were valued on the date of issuance using the March 16, 2017 closing price of the Company’s Common Stock of $7.75 per share, which resulted in an aggregate value of approximately $83.3 thousand . The Company expensed the entire $83.3 thousand as non-cash expense during the three months ended March 31, 2017. As of March 31, 2018, the Company was required to issue an additional 37,866 shares of its unregistered Common Stock pursuant to the LOI. The Company was obligated to issue these shares on the receipt of cumulative royalty payments of $2 million from Adapt and milestone payments from Adapt with respect to first achieving the milestones of the first $30 million , $40 million , $55 million and $75 million of Net NARCAN Sales. The shares that were issuable as of March 31, 2018, were valued using the March 29, 2018 closing stock price of the Company's Common Stock of $19.18 per share, which resulted in an aggregate value of approximately $726 thousand . On April 19, 2018 the The Company issued 37,866 shares of common stock. For the six months ended June 30, 2018 the Company recorded total non-cash expense of $776 thousand , of which $726 thousand was recorded to research and development expense and $50 thousand was recorded to other expense. Heroin In-License Vaccine In October 2016, the Company in-licensed a heroin vaccine from the Walter Reed Army Institute of Research ("Walter Reed"). In consideration for the license the Company agreed to pay a royalty of 3% of net sales if the Company commercializes the vaccine, or 4% if the vaccine is sublicensed. In addition, the Company agreed to pay a minimum annual royalty of $10 thousand , as well as fixed payments of up to approximately $715.7 thousand if all of the specified milestones are met. The Company paid $60 thousand in cash to Walter Reed, of which $50 thousand was a non-recurring execution fee and the remaining $10 thousand was the minimum annual royalty for the period of September 2017 through August 2018. The $10 thousand minimum annual royalty was recorded as a prepaid expense and is being expensed at the rate of $833 per month, beginning in September 2017 and ending in August 2018. The Company recorded $5 thousand in expense during the six months ended June 30, 2018. There was no expense recorded during the six months ended June 30, 2017. Supply Agreement On June 22, 2017, the Company entered into a license agreement (the "License Agreement") and a related supply agreement (the “Supply Agreement”) with Aegis Therapeutics LLC ("Aegis") pursuant to which the Company was granted an exclusive license (the “License”) to Aegis’ proprietary chemically synthesizable delivery enhancement and stabilization agents, including, but not limited to, Aegis’ Intravail® absorption enhancement agents, ProTek® and HydroGel® (collectively, the “Technology”) to exploit (a) the Compounds (as such are defined in the License Agreement) and (b) a product containing a Compound and formulated using the Technology (“Product”), in each case of (a) and (b) for any and all purposes. The License Agreement restricts the Company's ability to manufacture any Aegis excipients included in the Technology (“Excipients”), except for certain instances of supply failure, supply shortage or termination of the Supply Agreement, and the Company shall obtain all supply of such Excipients from Aegis under the Supply Agreement. The License Agreement also restricts Aegis’s ability to compete with the Company worldwide with respect to the Exploitation (as defined in the License Agreement) of any therapeutic containing a Compound or derivative or active metabolite of a Compound without the Company's prior written consent. The effective date of the License Agreement and the Supply Agreement is January 1, 2017. As consideration for the grant of the License, the Company paid Aegis two immaterial upfront payments, of which the Company paid 50% by issuing the Company's Common Stock to Aegis, with the number of shares issued equal to 75% of the average closing price of the Company's Common Stock over the 20 trading days preceding the date of payment. The License Agreement also provides for (A) additional developmental milestone payments for each Product containing a different Compound equal to up to an aggregate of $1.8 million , (B) additional commercialization milestone payments for each Product containing a different Compound equal to up to an aggregate of $5.0 million , and (C) single low digit royalties on the Annual Net Sales (as defined in the License Agreement) of all Products during the Royalty Term (as defined in the License Agreement) according to a tiered royalty rate based on Annual Net Sales of the Products by the Company, the Company's sublicensees and affiliates. The Company shall also pay to Aegis a sublicense fee based on a sublicense rate negotiated in good faith by the parties. The License Agreement contains customary representations and warranties, ownership, patent rights, confidentiality, indemnification and insurance provisions. The License Agreement shall expire upon the expiration of the Company's obligation to pay royalties under such License Agreement; provided, however, that the Company shall have the right to terminate the License granted on a Product-by-Product or country-by-country basis upon 30 days’ prior written notice to Aegis. For the six months ended June 30, 2018, the Company recorded no additional expense associated with the License Agreement. Under the terms of the Supply Agreement, Aegis shall deliver to the Company any preclinical, clinical and commercial supply of the Excipients, which Aegis sources from various contract manufacturers. The Supply Agreement has a term of 20 years but shall terminate automatically in the event of expiration or termination of the License Agreement or at any time upon the written agreement of both parties. The Supply Agreement contains customary provisions relating to pricing for such materials, forecasts, delivery, inspection, indemnification, insurance and representations, warranties and covenants. The Supply Agreement includes technology transfer provisions for the transfer of all materials and know-how specific to the manufacturing of the Excipients that is necessary or useful for the Company to manufacture such Excipients. The Company does not have the right to manufacture such Excipients except in the event that Aegis is unable to supply and sell any portion of the material to the Company (subject to a 60 -day cure period). Research and Development Agreement On July 14, 2017, Renaissance Lakewood, LLC (“Renaissance”) and the Company entered into a Research and Development Agreement (the “Renaissance Agreement”). Under the Renaissance Agreement, Renaissance will perform product development work on a naltrexone multi-dose nasal product for the treatment of alcohol use disorder pursuant to the terms set forth in a proposal agreed upon by the parties. The Company will bear the costs of all development services, including all raw materials and packaging components, in connection with the performance of the development work under the Renaissance Agreement and in accordance with financials agreed upon through the proposal. Renaissance will conduct quality control and testing, including non-stability, stability, in-use, raw material, and packaging component testing as part of the services provided to the Company under the Renaissance Agreement. The Company will own all formulations provided to Renaissance and any formulations developed in connection with the Renaissance Agreement. Renaissance will own all know-how developed in connection with the performance of the services that is not solely related to a product. The Company has the right to seek patent protection on any invention or know-how that relates solely to a product developed under the Renaissance Agreement or any our formulation, excluding general manufacturing or product development know-how of Renaissance. The Renaissance Agreement is effective until terminated by either party in accordance with its terms. The Company or Renaissance may terminate the project under a proposal to the Renaissance Agreement due to unforeseen circumstances in the development. The Renaissance Agreement may be terminated by the Company, with or without cause, upon 45 days ' written notice. There are also mutual customary termination provisions relating to uncured breaches of material provisions. The Company had previously purchased approximately $100 thousand of research and development supplies in relation to the Renaissance Agreement (see Note 3 - Prepaid Expenses and Other Current Assets). During the six months ended June 30, 2018, the Company recorded expense in the amount of $199 thousand related to the product development work. Separation Agreement On September 5, 2017, the Company accepted, effective September 11, 2017 (the “Separation Date”), the resignation of Kevin Pollack as (i) the Company’s Chief Financial Officer, Treasurer and Secretary, and (ii) a director of Opiant Pharmaceuticals UK Limited, a wholly owned subsidiary of the Company. On September 5, 2017, the Company and Mr. Pollack entered into a Separation Agreement and General Release (the “Separation Agreement”), with such agreement becoming effective on September 12, 2017 (the "Separation Agreement Effective Date"), which represents the date on which Mr. Pollack's seven -day revocation period expired. Pursuant to the terms of the Separation Agreement, Mr. Pollack received (i) a payment equal to approximately $1.13 million relating to certain accrued obligations, payable in a cash lump sum within three business days following the Separation Agreement Effective Date; and (ii) a separation payment equal to approximately $1.44 million , payable in one or two installments in accordance with the terms set forth therein. Mr. Pollack also retained previously granted options to purchase, in the aggregate, 948,000 shares of Common Stock of the Company, which options are fully vested and exercisable. Except as set forth in the Separation Agreement, all other options held by Mr. Pollack were forfeited. Additionally, for a period of no more than 12 months following the Separation Date, Mr. Pollack will cooperate as an adviser with the Company in connection with matters arising out of Mr. Pollack’s service with the Company, in accordance with the terms set forth in the Separation Agreement. As of June 30, 2018, the Company had an accrued liability of approximately $962 thousand , which represents the amount the Company must pay to Mr. Pollack no later than September 14, 2018. Facility Leases The Company’s headquarters through August 31, 2017 were located on the 12 th Floor of 401 Wilshire Blvd., Santa Monica, CA 90401 and were leased for $5,056 per month. The lease with Premier Business Centers, LLC (“Premier”), was terminated by the Company effective September 30, 2017. 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, Suite 500, Santa Monica, CA 90401. Per the terms of the Sublease, the term commenced on August 1, 2017 and will end on August 31, 2018. The monthly rent for August 2017 was $5,000 and the monthly rent for the duration of the term is $9,000 , plus any related operating expenses and taxes. Commencing September 1, 2017, the Company’s headquarters are located at this location. 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 with monthly rental payments of £7,521 thereafter. The Company was required to pay a security deposit of £15,042 , which is the equivalent of two months of rent. The Office Service Agreement commenced on May 22, 2017 and effective May 31, 2018 continues on a month-to-month basis with either party being able to terminate the agreement by providing three months ' advance written notice of termination. During the six months ended June 30, 2018, the Company incurred approximately $144 thousand of rent expense as compared to approximately $66 thousand during the six months ended June 30, 2017. |
Subsequent Events
| Subsequent Events | 6 Months Ended |
| Jun. 30, 2018 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events From July 1, 2018 through July 30, 2018, the Company sold 111,020 shares of its Common Stock under the Sales Agreement. The Company received gross proceeds of $1.7 million and paid commissions of $51 thousand , resulting in net proceeds of $1.65 million . |
Basis of Presentation and Sum16
| Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
| Jun. 30, 2018 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company's financial position as of June 30, 2018 and December 31, 2017, results of its operations for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss or loss per share. The condensed 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. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the five-month period ended December 31, 2017 included in the Company's Transition Report on Form 10-KT filed with the SEC on March 7, 2018. |
| Use of Estimates | The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of: deferred income tax assets, equity instruments, stock-based compensation, acquired intangibles, and allowances for accounts receivable. |
| Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were approximately $11.2 million and $8.1 million at June 30, 2018 and December 31, 2017, respectively. The Company maintains cash balances at financial institutions insured up to $250 thousand by the Federal Deposit Insurance Corporation. Balances in the UK are insured up to £85 thousand by the Financial Services Compensation Scheme (UK Equivalent). Although the Company’s cash balances exceeded these insured amounts at various times during the six months ended June 30, 2018, the Company has not experienced any losses on its deposits of cash and cash equivalents for the periods presented. |
| Earnings (Loss) Per Share | Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the respective period presented in the Company’s accompanying condensed consolidated financial statements. Fully diluted earnings (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. |
| Recently Issued Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, "Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross Versus Net)," was issued in March 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU 2016-10, "Identifying Performance Obligations and Licensing," issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. ASU 2016-12, "Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients" provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. Finally, ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” was issued in December 2016, and provides elections regarding the disclosures required for remaining performance obligations in certain cases and also makes other technical corrections and improvements to the standard. With its evaluation of ASU 2014-09, the Company does not expect a material impact on its consolidated financial statements. The Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to its consolidated statements of operations for the three and six months ended June 30, 2018 as a result of applying Topic 606. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Basis of Presentation and Sum17
| Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
| Jun. 30, 2018 | |
| Accounting Policies [Abstract] | |
| Schedule of Earnings Per Share, Basic and Diluted | The following table illustrates the dilutive effect of the assumed exercise of the Company’s outstanding stock options and warrants, using the treasury stock method, for the three and six months ended June 30, 2018 and 2017, respectively: For the Three Months Ended June 30, For the Six Months Ended June 30, Numerator: 2018 2017 2018 2017 Net income (loss) $ (1,396,557 ) $ 238,707 $ (10,740,195 ) $ (2,557,952 ) Denominator: Denominator for basic income (loss) per share - weighted-average shares 2,679,910 2,020,380 2,611,245 2,015,192 Effect of dilutive securities: Equity incentive plans — 124,541 — — Denominator for diluted income (loss) per share 2,679,910 2,144,921 2,611,245 2,015,192 Income (loss) per share - Basic $ (0.52 ) $ 0.12 $ (4.11 ) $ (1.27 ) Income (loss) per share - Diluted $ (0.52 ) $ 0.11 $ (4.11 ) $ (1.27 ) |
| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following securities from the calculation of diluted net income (loss) per share as the effect would have been antidilutive: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Options to purchase common stock 3,295,050 3,095,000 3,295,050 3,770,000 Warrants to purchase common stock 354,610 768,800 354,610 768,800 Total 3,649,660 3,863,800 3,649,660 4,538,800 |
Deferred Revenue (Tables)
| Deferred Revenue (Tables) | 6 Months Ended |
| Jun. 30, 2018 | |
| Revenue Recognition [Abstract] | |
| Schedule of Deferred Revenue Activity | The following is a summary of the Company’s deferred revenue activity as of June 30, 2018: (in thousands) BED Other Grants Total Balance as of December 31, 2017 $ 895 $ 1,600 $ — $ 2,495 Increase to deferred revenue — — 500 500 Recognized as revenue (108 ) — (44 ) (152 ) Balance as of June 30, 2018 $ 787 $ 1,600 $ 456 $ 2,843 |
| Deferred Revenue, by Arrangement | The remaining $2.1 million was recorded as a long-term liability as of June 30, 2018, as detailed in the following table: (in thousands) BED Other Grants Total Current portion $ 304 $ — $ 456 $ 760 Long-term portion 483 1,600 — 2,083 Total $ 787 $ 1,600 $ 456 $ 2,843 |
Stockholders' Equity (Tables)
| Stockholders' Equity (Tables) | 6 Months Ended |
| Jun. 30, 2018 | |
| Stockholders' Equity Note [Abstract] | |
| Share-based Compensation, Stock Options, Activity | Stock option activity for options granted under the 2017 Plan during the six months ended June 30, 2018 is presented in the table below: Number of Shares Available Number of Options Outstanding Weighted-average Exercise Price Weighted-average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Thousands) Outstanding at July 31, 2017 — — — Total shares authorized 400,000 — — Granted (214,000 ) 214,000 $ 37.62 9.71 Exercised — — — Forfeited 40,000 (40,000 ) $ 49.93 Balance at December 31, 2017 226,000 174,000 $ 34.78 9.71 Annual additional options authorized 101,431 — — Granted (182,550 ) 182,550 $ 23.80 Exercised — — — Forfeited 27,000 (27,000 ) $ 24.84 Balance at June 30, 2018 171,881 $ 329,550 $ 29.51 9.42 $ — Warrant activity for the six months ended June 30, 2018 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Thousands) Outstanding at December 31, 2017 357,010 $ 9.78 5.57 $ 4,708 Exercised (2,400 ) $ 10.00 Outstanding at June 30, 2018 354,610 $ 9.78 5.35 $ 1,634 Exercisable at June 30, 2018 354,610 $ 9.78 5.35 $ 1,634 Stock option activity for the Pre-2017 Non-Qualified Stock Options for the six months ended June 30, 2018 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Thousands) Outstanding at December 31, 2017 2,980,500 $ 7.33 7.06 $ 46,606 Exercised (15,000 ) 10.00 Forfeited — — Outstanding at June 30, 2018 2,965,500 $ 7.33 6.58 $ 20,980 Exercisable at June 30, 2018 2,690,758 $ 7.12 6.45 $ 19,562 |
| Schedule of Nonvested Share Activity | A summary of the status of the Company’s non-vested options granted under the 2017 Plan as of June 30, 2018 and changes during the six months ended June 30, 2018 are presented in the following table: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested at December 31, 2017 174,000 $ 34.78 Granted 182,550 $ 23.80 Forfeited (27,000 ) $ 24.84 Balance at June 30, 2018 329,550 $ 29.51 Vested — — Non-vested at June 30, 2018 329,550 $ 29.51 A summary of the status of the Company’s non-vested Pre-2017 Non-Qualified Stock Options as of June 30, 2018 and changes during the six months ended June 30, 2018 is presented below: Number of Options Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 288,902 $ 7.87 Vested (14,160 ) $ 7.58 Non-vested at June 30, 2018 274,742 $ 7.88 |
| Schedule of Assumptions Used in the Valuation | The assumptions used in the valuation of options granted under the 2017 Plan during the six months ended June 30, 2018 are as follows: For the Six Months Ended June 30, 2018 Market value of stock on measurement date $15.56 to $24.84 Risk-free interest rate 2.47% to 2.88% Dividend yield — Volatility factor 121% to 324% Term 5.5 - 10 Years |
Description of Business (Detail
| Description of Business (Details) - $ / shares | Oct. 02, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
| Opiant Pharmaceuticals, Inc. | |||
| Business Acquisition [Line Items] | |||
| Shares issued upon merger (in shares) | 1 |
Basis of Presentation and Sum21
| Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) £ in Thousands, $ in Thousands | Jun. 30, 2018USD ($) | Jun. 30, 2018GBP (£) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
| Cash and Cash Equivalents, at Carrying Value | $ 11,245 | $ 8,116 | $ 7,595 | $ 13,200 | |
| Cash, FDIC Insured Amount | $ 250 | ||||
| Cash, FSCS Insured Amount | £ | £ 85 |
Basis of Presentation and Sum22
| Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Earnings per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
| Numerator [Abstract] | ||||
| Net income (loss) | $ (1,396,557) | $ 238,707 | $ (10,740,195) | $ (2,557,952) |
| Denominator: | ||||
| Denominator for basic income (loss) per share - weighted-average shares (in shares) | 2,679,910 | 2,020,380 | 2,611,245 | 2,015,192 |
| Effect of dilutive securities: | ||||
| Equity incentive plans (in shares) | 0 | 124,541 | 0 | 0 |
| Denominator for diluted income (loss) per share (in shares) | 2,679,910 | 2,144,921 | 2,611,245 | 2,015,192 |
| Income (loss) per share - Basic (in dollars per share) | $ (0.52) | $ 0.12 | $ (4.11) | $ (1.27) |
| Income (loss) per share - Diluted (in dollars per share) | $ (0.52) | $ 0.11 | $ (4.11) | $ (1.27) |
Basis of Presentation and Sum23
| Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
| Antidilutive securities excluded from the computation of earnings per share (in shares) | 3,649,660 | 3,863,800 | 3,649,660 | 4,538,800 |
| Options to purchase common stock | ||||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
| Antidilutive securities excluded from the computation of earnings per share (in shares) | 3,295,050 | 3,095,000 | 3,295,050 | 3,770,000 |
| Warrants to purchase common stock | ||||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
| Antidilutive securities excluded from the computation of earnings per share (in shares) | 354,610 | 768,800 | 354,610 | 768,800 |
Prepaid Expenses and Other Cu24
| Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
| Aug. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | |
| Long-term Purchase Commitment [Line Items] | |||
| Prepaid expenses and other current assets | $ 733 | $ 560 | |
| Prepaid insurance | 159 | ||
| Cost to purchase research and development supplies | 100 | 86 | |
| Research and Development Arrangement | |||
| Long-term Purchase Commitment [Line Items] | |||
| Payments to acquire in-process research and development | $ 245 | ||
| Prepaid expense | $ 193 | ||
| Supplies expense | $ 100 |
Accounts Receivable (Details)
| Accounts Receivable (Details) - USD ($) | Mar. 01, 2018 | Dec. 13, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | May 01, 2018 | Feb. 28, 2018 | Dec. 31, 2017 |
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
| Accounts receivable | $ 2,970,000 | $ 2,970,000 | $ 1,700,000 | $ 11,697,000 | ||||||
| Percent of counterparty payable offset by guarantor | 50.00% | |||||||||
| Royalty guarantees commitments amount | $ 6,250,000 | |||||||||
| License fees | $ 0 | $ 0 | $ 5,625,000 | $ 0 | ||||||
| SWK Purchase Agreement | ||||||||||
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
| Upfront purchase price received under purchase agreement | $ 13,750,000 | |||||||||
| Legal fees | 40,000 | |||||||||
| Milestone payment receivable under purchase agreement | 3,750,000 | |||||||||
| Percent of milestone payments due | 90.00% | |||||||||
| Accounts receivable | $ 5,600,000 | $ 11,700,000 | ||||||||
| Proceeds From milestone payments | $ 6,100,000 | |||||||||
| Minimum | SWK Purchase Agreement | ||||||||||
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
| Milestone amount, achieved in two consecutive fiscal quarters | $ 25,000,000 | |||||||||
| SWK Funding LLC | SWK Purchase Agreement | ||||||||||
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
| Royalty and licensing revenue | $ 26,250,000 | |||||||||
| Percent received upon milestone payment | 10.00% | |||||||||
| Milestone period | 6 years | |||||||||
| Percent received upon milestone payment, without commercialization | 5.00% | |||||||||
| Percent received without milestone payment | 7.86% | |||||||||
| Percent received without milestone payment, without commercialization | 3.93% | |||||||||
| Percent of milestone payments due | 10.00% | |||||||||
| SWK Funding LLC | Maximum | SWK Purchase Agreement | ||||||||||
| Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
| Royalty and licensing revenue | $ 20,625,000 |
Deferred Revenue - Additional I
| Deferred Revenue - Additional Information (Details) | May 28, 2016USD ($) | Dec. 23, 2015USD ($) | Oct. 02, 2015USD ($) | Sep. 22, 2015USD ($)shares | Jul. 20, 2015USD ($)shares | Sep. 17, 2014USD ($)shares | Dec. 17, 2013USD ($)shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2019USD ($) | Apr. 17, 2018USD ($) | Dec. 31, 2017USD ($) |
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Proceeds from funding agreement | $ 266,500 | $ 715,500 | $ 618,000 | $ 1,600,000 | $ 250,000 | $ 500,000 | $ 250,000 | |||||||
| Interest in asset | 0.35533% | 0.954% | 0.824% | 2.1333% | 0.50% | 1.00% | 0.50% | |||||||
| Number of shares issuable term | 60 days | 60 days | 60 days | 60 days | ||||||||||
| Number of shares issuable (in shares) | shares | 25,000 | 62,500 | 31,250 | |||||||||||
| Recognized as revenue | $ 152,000 | |||||||||||||
| Number of shares per dollar exchange rate (in shares) | shares | 0.1 | |||||||||||||
| Grants receivable | $ 7,400,000 | |||||||||||||
| Grant revenue | $ 44,000 | $ 0 | 44,043 | $ 0 | ||||||||||
| Increase to deferred revenue | 500,000 | |||||||||||||
| Current portion | 760,000 | 760,000 | $ 379,000 | |||||||||||
| Deferred revenue | 2,083,000 | 2,083,000 | $ 2,116,000 | |||||||||||
| Within 2.5 Years | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Buyback term on ownership percentage | 2 years 6 months | |||||||||||||
| Buyback rate | 2 | |||||||||||||
| After 2.5 Years | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Buyback term on ownership percentage | 2 years 6 months | |||||||||||||
| Buyback rate | 3.5 | |||||||||||||
| Research and Development Arrangement December 17, 2013 | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Recognized as revenue | 14,400 | 32,600 | 28,900 | 32,600 | ||||||||||
| Research and Development Arrangement September 17, 2014 | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Recognized as revenue | 39,200 | $ 0 | $ 78,400 | $ 0 | ||||||||||
| Research and Development Arrangement July 20, 2015 | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Recognized as revenue | 0 | |||||||||||||
| Research and Development Arrangement September 22, 2015 | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Recognized as revenue | $ 0 | |||||||||||||
| Forecast | ||||||||||||||
| Deferred Revenue Arrangement [Line Items] | ||||||||||||||
| Grant revenue | $ 2,600,000 |
Deferred Revenue - Summary of D
| Deferred Revenue - Summary of Deferred Revenue Activity (Details) | 6 Months Ended |
| Jun. 30, 2018USD ($) | |
| Movement in Deferred Revenue [Roll Forward] | |
| Balance at beginning of period | $ 2,495,000 |
| Increase to deferred revenue | 500,000 |
| Recognized as revenue | (152,000) |
| Balance at end of period | 2,843,000 |
| BED | |
| Movement in Deferred Revenue [Roll Forward] | |
| Balance at beginning of period | 895,000 |
| Increase to deferred revenue | 0 |
| Recognized as revenue | (108,000) |
| Balance at end of period | 787,000 |
| Other Opioid Treatments | |
| Movement in Deferred Revenue [Roll Forward] | |
| Balance at beginning of period | 1,600,000 |
| Increase to deferred revenue | 0 |
| Recognized as revenue | 0 |
| Balance at end of period | 1,600,000 |
| Grants | |
| Movement in Deferred Revenue [Roll Forward] | |
| Balance at beginning of period | 0 |
| Increase to deferred revenue | 500,000 |
| Recognized as revenue | (44,000) |
| Balance at end of period | $ 456,000 |
Deferred Revenue - Summary Curr
| Deferred Revenue - Summary Current vs. Long Term Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
| Deferred Revenue Arrangement [Line Items] | ||
| Current portion | $ 760 | $ 379 |
| Long-term portion | 2,083 | 2,116 |
| Total | 2,843 | 2,495 |
| BED | ||
| Deferred Revenue Arrangement [Line Items] | ||
| Current portion | 304 | |
| Long-term portion | 483 | |
| Total | 787 | 895 |
| Other Opioid Treatments | ||
| Deferred Revenue Arrangement [Line Items] | ||
| Current portion | 0 | |
| Long-term portion | 1,600 | |
| Total | 1,600 | 1,600 |
| Grants | ||
| Deferred Revenue Arrangement [Line Items] | ||
| Current portion | 456 | |
| Long-term portion | 0 | |
| Total | $ 456 | $ 0 |
Royalty Payable (Details)
| Royalty Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
| Payables and Accruals [Abstract] | ||
| Royalty payable | $ 735 | $ 1,408 |
Stockholders' Equity - Common S
| Stockholders' Equity - Common Stock (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
| Oct. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
| Sales commission percentage | 3.00% | ||
| Number of shares issued in transaction (in shares) | 128,250 | ||
| Shares issued, gross consideration received | $ 2,610,000 | ||
| Proceeds from issuance of common shares | 2,530,000 | ||
| Payments of stock issuance costs | 400,000 | ||
| Additional deferred financing costs | $ 0 | ||
| Exercise price of warrants (in dollars per share) | $ 10 | ||
| Proceeds from issuance of warrants | $ 24,000 | $ 0 | |
| Stock issued during period for services | $ 782,000 | ||
| Common Stock | |||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
| Stock newly-issued during the period (in shares) | 175,879 | ||
| Stock issued upon exercise of options (in shares) | 2,400 | ||
| Stock issued during period for services (in shares) | 38,166 | ||
| Cashless exercise of stock options (in shares) | 7,063 | ||
Stockholders' Equity - Stock Op
| Stockholders' Equity - Stock Options (Details) - shares | Feb. 13, 2018 | Jan. 04, 2018 | Jan. 01, 2018 | Jun. 30, 2018 | Sep. 08, 2017 | Jul. 31, 2017 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Percentage increase of authorized shares | 4.00% | |||||
| Options to purchase common stock | 2017 Plan | ||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
| Maximum shares authorized (in shares) | 400,000 | 400,000 | ||||
| Award vesting period | 4 years | |||||
| Expiration period | 10 years | 10 years | 10 years | |||
| Annual additional options authorized (in shares) | 101,431 | 101,431 |
Stockholders' Equity - Pre-2017
| Stockholders' Equity - Pre-2017 Non-Qualified Stock Options, Additional Information (Details) - Pre-2017 Non-Qualified Stock Options - USD ($) | 6 Months Ended | ||
| Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
| Options outstanding (in shares) | 2,965,500 | 2,980,500 | |
| Options granted (in shares) | 0 | ||
| Options to purchase common stock | |||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
| Share-based compensation | $ 570,000 | $ 750,000 | |
| Compensation cost not yet recognized | $ 523,300 | ||
Stockholders' Equity - Schedule
| Stockholders' Equity - Schedule of Pre-2017 Non-Qualified Stock Options Outstanding (Details) - Pre-2017 Non-Qualified Stock Options $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
| Jun. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | |
| Number of Shares | ||
| Outstanding at beginning of period (in shares) | shares | 2,980,500 | |
| Exercised (in shares) | shares | (15,000) | |
| Forfeited (in shares) | shares | 0 | |
| Outstanding at end of period (in shares) | shares | 2,965,500 | 2,980,500 |
| Exercisable (in shares) | shares | 2,690,758 | |
| Weighted- average Exercise Price | ||
| Outstanding at beginning of period (in dollars per share) | $ / shares | $ 7.33 | |
| Exercised (in dollars per share) | $ / shares | 10 | |
| Forfeited (in dollars per share) | $ / shares | 0 | |
| Outstanding at end of period (in dollars per share) | $ / shares | 7.33 | $ 7.33 |
| Exercisable (in dollars per share) | $ / shares | $ 7.12 | |
| Weighted- average Remaining Contractual Term (years) | ||
| Outstanding | 6 years 6 months 28 days | 7 years 22 days |
| Exercisable | 6 years 5 months 12 days | |
| Aggregate Intrinsic Value (in Thousands) | ||
| Outstanding | $ | $ 20,980 | $ 46,606 |
| Exercisable | $ | $ 19,562 |
Stockholders' Equity - Schedu34
| Stockholders' Equity - Schedule of Pre-2017 Non-Qualified Stock Options Nonvested Share Activity (Details) | 6 Months Ended |
| Jun. 30, 2018$ / sharesshares | |
| Number of Shares | |
| Vested (in shares) | shares | 0 |
| Weighted Average Grant Date Fair Value Per Share | |
| Vested (in dollars per share) | $ / shares | $ 0 |
| Pre-2017 Non-Qualified Stock Options | |
| Number of Shares | |
| Non-vested, beginning balance (in shares) | shares | 288,902 |
| Vested (in shares) | shares | (14,160) |
| Non-vested, ending balance (in shares) | shares | 274,742 |
| Weighted Average Grant Date Fair Value Per Share | |
| Non-vested, beginning balance (in dollars per share) | $ / shares | $ 7.87 |
| Vested (in dollars per share) | $ / shares | 7.58 |
| Non-vested, ending balance (in dollars per share) | $ / shares | $ 7.88 |
Stockholders' Equity - The 2017
| Stockholders' Equity - The 2017 Plan, Additional Information (Details) - 2017 Plan - USD ($) | Feb. 13, 2018 | Jan. 04, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Options granted (in shares) | 214,000 | 182,550 | |||
| Options granted, exercise price (in dollars per share) | $ 37.62 | $ 23.80 | |||
| Compensation not yet recognized | $ 5,800,000 | $ 5,800,000 | |||
| Options to purchase common stock | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Options granted (in shares) | 100,000 | 57,050 | 25,500 | ||
| Options granted, exercise price (in dollars per share) | $ 24.79 | $ 24.84 | |||
| Expiration period | 10 years | 10 years | 10 years | ||
| Fair value of option granted | $ 2,500,000 | $ 1,400,000 | $ 399,253 | ||
| Stock based compensation expense | $ 2,600,000 | ||||
| Award vesting period | 4 years | ||||
| Options to purchase common stock | End of one year | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Vesting percentage | 25.00% | 25.00% | |||
| Options to purchase common stock | Share-based Compensation Award, Tranche Two | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Vesting percentage | 2.0833% | 2.0833% | |||
| Minimum | Options to purchase common stock | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Options granted, exercise price (in dollars per share) | $ 15.56 | ||||
| Award vesting period | 1 year | ||||
| Maximum | Options to purchase common stock | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Options granted, exercise price (in dollars per share) | $ 19.80 | ||||
| Award vesting period | 4 years |
Stockholders' Equity - Schedu36
| Stockholders' Equity - Schedule of 2017 Plan Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
| Jun. 30, 2018 | Mar. 29, 2018 | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Market value of stock on measurement date (in dollars per share) | $ 19.18 | |
| 2017 Plan | Options to purchase common stock | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Dividend yield | 0.00% | |
| 2017 Plan | Options to purchase common stock | Minimum | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Market value of stock on measurement date (in dollars per share) | $ 15.56 | |
| Risk-free interest rate | 2.47% | |
| Volatility factor | 121.00% | |
| Term | 5 years 6 months | |
| 2017 Plan | Options to purchase common stock | Maximum | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Market value of stock on measurement date (in dollars per share) | $ 24.84 | |
| Risk-free interest rate | 2.88% | |
| Volatility factor | 324.00% | |
| Term | 10 years |
Stockholders' Equity - Schedu37
| Stockholders' Equity - Schedule of 2017 Plan Options Outstanding (Details) - 2017 Plan - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2018 | Jan. 04, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Sep. 08, 2017 | Jul. 31, 2017 |
| Number of Shares/Number of Options Outstanding | |||||||
| Granted (in shares) | 214,000 | 182,550 | |||||
| Forfeited (in shares) | (40,000) | (27,000) | |||||
| Outstanding at beginning of period (in shares) | 174,000 | 0 | 174,000 | ||||
| Outstanding at end of period (in shares) | 174,000 | 329,550 | |||||
| Weighted- average Exercise Price | |||||||
| Exercised (in dollars per share) | $ 37.62 | $ 23.80 | |||||
| Forfeited (in dollars per share) | 49.93 | 24.84 | |||||
| Outstanding (in dollars per share) | $ 34.78 | $ 29.51 | $ 0 | ||||
| Weighted- average Remaining Contractual Term (years) | |||||||
| Granted | 9 years 8 months 16 days | ||||||
| Outstanding | 9 years 8 months 16 days | 9 years 5 months 1 day | |||||
| Aggregate Intrinsic Value (in Thousands) | |||||||
| Outstanding | $ 0 | ||||||
| Options to purchase common stock | |||||||
| Number of Shares/Number of Options Outstanding | |||||||
| Options available (in shares) | 226,000 | 171,881 | 0 | ||||
| Total options authorized (in shares) | 400,000 | 400,000 | |||||
| Annual additional options authorized (in shares) | 101,431 | 101,431 | |||||
| Granted (in shares) | 100,000 | 57,050 | 25,500 | ||||
| Weighted- average Exercise Price | |||||||
| Exercised (in dollars per share) | $ 24.79 | $ 24.84 |
Stockholders' Equity - Schedu38
| Stockholders' Equity - Schedule of 2017 Nonvested Share Activity (Details) - $ / shares | 5 Months Ended | 6 Months Ended |
| Dec. 31, 2017 | Jun. 30, 2018 | |
| Number of Shares | ||
| Options forfeited (in shares) | (27,000) | |
| Vested (in shares) | 0 | |
| Weighted Average Grant Date Fair Value Per Share | ||
| Forfeited (in dollars per share) | $ 24.84 | |
| Vested (in dollars per share) | $ 0 | |
| 2017 Plan | ||
| Number of Shares | ||
| Non-vested, beginning balance (in shares) | 174,000 | |
| Options granted (in shares) | 214,000 | 182,550 |
| Non-vested, ending balance (in shares) | 174,000 | 329,550 |
| Weighted Average Grant Date Fair Value Per Share | ||
| Non-vested, beginning balance (in dollars per share) | $ 34.78 | |
| Granted (in dollars per share) | 23.80 | |
| Non-vested, ending balance (in dollars per share) | $ 34.78 | $ 29.51 |
Stockholders' Equity - Warrants
| Stockholders' Equity - Warrants, Additional Information (Details) | 6 Months Ended |
| Jun. 30, 2018USD ($) | |
| Warrants to purchase common stock | |
| Class of Warrant or Right [Line Items] | |
| Warrants issued | $ 0 |
Stockholders' Equity - Schedu40
| Stockholders' Equity - Schedule of Warrants Outstanding (Details) - Warrants to purchase common stock - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
| Jun. 30, 2018 | Dec. 31, 2017 | |
| Number of Shares | ||
| Outstanding at beginning of period (in shares) | 357,010 | |
| Exercised (in shares) | (2,400) | |
| Outstanding at end of period (in shares) | 354,610 | 357,010 |
| Exercisable (in shares) | 354,610 | |
| Weighted- average Exercise Price | ||
| Outstanding at beginning of period (in dollars per share) | $ 9.78 | |
| Exercised (in dollars per share) | 10 | |
| Outstanding at end of period (in dollars per share) | 9.78 | $ 9.78 |
| Exercisable (in dollars per share) | $ 9.78 | |
| Weighted- average Remaining Contractual Term (years) | ||
| Outstanding | 5 years 4 months 6 days | 5 years 6 months 26 days |
| Exercisable | 5 years 4 months 6 days | |
| Aggregate Intrinsic Value | ||
| Outstanding | $ 1,634 | $ 4,708 |
| Exercisable | $ 1,634 |
Commitments - Torreya Agreement
| Commitments - Torreya Agreement (Details) | Mar. 20, 2018USD ($) | Sep. 23, 2017USD ($)shares | Sep. 22, 2017USD ($)$ / shares | Sep. 08, 2017USD ($)installmenttrading_days | Apr. 25, 2016 | May 31, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jul. 31, 2017USD ($) | Jul. 31, 2016USD ($) | Mar. 01, 2018 | Dec. 31, 2017USD ($) |
| Other Commitments [Line Items] | ||||||||||||||
| Stock issued during period for services | $ 782,000 | |||||||||||||
| 2014 Consulting Agreement | ||||||||||||||
| Other Commitments [Line Items] | ||||||||||||||
| Additional consultant fee payable, percentage of perpetuity in excess of $3 million | 3.75% | 3.75% | ||||||||||||
| 2016 Consulting Agreement | ||||||||||||||
| Other Commitments [Line Items] | ||||||||||||||
| Percentage of gross funding up to $20 million | 5.00% | |||||||||||||
| Percentage of gross funding over $20 million | 3.50% | |||||||||||||
| Sponsor fees | $ 687,500 | $ 0 | ||||||||||||
| Accrued liabilities, current | $ 928,500 | |||||||||||||
| Advisory Services | ||||||||||||||
| Other Commitments [Line Items] | ||||||||||||||
| Sponsor fees | $ 0 | $ 328,000 | $ 0 | $ 412,000 | ||||||||||
| Other commitment | $ 300,000 | |||||||||||||
| Number of installment payments | installment | 3 | |||||||||||||
| Installment payment period | 16 months | |||||||||||||
| Stock issued during period for services | $ 100,000 | $ 133,000 | $ 300,000 | |||||||||||
| Milestone payment | $ 140,600 | |||||||||||||
| Milestone payment percentage | 3.75% | |||||||||||||
| Milestone payment period | 15 days | |||||||||||||
| Milestone payment percentage of total consideration with payment | 3.375% | 3.375% | ||||||||||||
| Milestone payment percentage of total consideration with payment and additional provision | 3.5625% | |||||||||||||
| Milestone period | 6 years | |||||||||||||
| Milestone payment percentage of total consideration without payment | 3.45525% | |||||||||||||
| Milestone payment percentage of total consideration without payment and with additional provision | 3.60263% | |||||||||||||
| Threshold trading days | trading_days | 10 | |||||||||||||
| Stock issued during period for services (in shares) | shares | 3,283 | |||||||||||||
| Share price of stock issued (in dollars per share) | $ / shares | $ 40.58 | |||||||||||||
| Accrued liabilities | $ 375,000 | $ 375,000 | $ 639,000 | |||||||||||
| Payments for accrued obligations | $ 205,000 | $ 58,000 |
Commitments - Exclusive License
| Commitments - Exclusive License and Collaboration Agreement (Details) - USD ($) | Apr. 19, 2018 | Mar. 31, 2018 | Mar. 16, 2017 | Nov. 10, 2016 | Nov. 19, 2015 | Mar. 31, 2017 | Jun. 30, 2018 | Mar. 29, 2018 | Jul. 31, 2016 |
| Other Commitments [Line Items] | |||||||||
| Market value of stock on measurement date (in dollars per share) | $ 19.18 | ||||||||
| Letter of Intent | |||||||||
| Other Commitments [Line Items] | |||||||||
| Stock newly-issued during the period (in shares) | 37,866 | 14,327 | 14,327 | ||||||
| Stock issued during the period | $ 83,300 | $ 85,100 | $ 120,300 | $ 83,300 | $ 776,000 | ||||
| Additional stock issued during the period, upon milestones (in shares) | 37,866 | 10,745 | 92,634 | ||||||
| Shares issued (in shares) | 3,582 | ||||||||
| Obligatory stock issuance period | 1 year | ||||||||
| Share price of stock issued (in dollars per share) | $ 7.75 | ||||||||
| Royalty payments received, threshold for share issuance | $ 2,000,000 | ||||||||
| Net product sales milestone 1 | 30,000,000 | ||||||||
| Net product sales milestone 2 | 40,000,000 | ||||||||
| Net product sales milestone 3 | 55,000,000 | ||||||||
| Net product sales milestone 4 | $ 75,000,000 | ||||||||
| Common stock, value, to be issued | $ 726,000 | ||||||||
| Research and Development Expense | Letter of Intent | |||||||||
| Other Commitments [Line Items] | |||||||||
| Stock issued during the period | 726,000 | ||||||||
| Other Expense | Letter of Intent | |||||||||
| Other Commitments [Line Items] | |||||||||
| Stock issued during the period | $ 50,000 |
Commitments - Heroin In-License
| Commitments - Heroin In-License Vaccine (Details) - License Royalty Commitment - USD ($) | 1 Months Ended | 6 Months Ended | |
| Oct. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | |
| Other Commitments [Line Items] | |||
| Percentage of royalty net sales | 3.00% | ||
| Percentage of royalty sublicensed | 4.00% | ||
| Payments for minimum annual royalty | $ 10,000 | ||
| Payments for royalties | 60,000 | ||
| Payments for royalties, execution fee | 50,000 | ||
| Royalty expense, monthly rate | $ 833 | ||
| Royalty expense | $ 5,000 | $ 0 | |
| Maximum | |||
| Other Commitments [Line Items] | |||
| Fixed milestone payments | 715,700 | ||
| Minimum | |||
| Other Commitments [Line Items] | |||
| Payments for royalties | $ 10,000 | ||
Commitments - Supply Agreement
| Commitments - Supply Agreement (Details) $ in Millions | Jun. 22, 2017USD ($)trading_dayspayment |
| License Agreement | |
| Other Commitments [Line Items] | |
| Upfront payments | payment | 2 |
| Percent of upfront payments which may be paid by issuing common stock | 50.00% |
| Percent of average share price | 75.00% |
| Threshold trading days | trading_days | 20 |
| Maximum additional product milestone payments | $ 1.8 |
| Maximum additional commercialization milestone payments | $ 5 |
| Termination advance notice period | 30 days |
| Supply Agreement | |
| Other Commitments [Line Items] | |
| Other commitment, period | 20 years |
| Material cure period | 60 days |
Commitments - Research and Deve
| Commitments - Research and Development Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
| Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
| Long-term Purchase Commitment [Line Items] | |||||
| Research and development expense | $ 1,616 | $ 1,383 | $ 4,036 | $ 2,272 | |
| Research and Development Arrangement | |||||
| Long-term Purchase Commitment [Line Items] | |||||
| Termination notice period | 45 days | ||||
| Supplies expense | $ 100 | ||||
| Research and development expense | $ 199 | ||||
Commitments - Separation Agreem
| Commitments - Separation Agreement (Details) $ in Thousands | Sep. 12, 2017USD ($)installmentshares | Sep. 05, 2017 | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
| Other Commitments [Line Items] | ||||
| Accrued salaries and wages | $ 643 | $ 713 | ||
| Separation Agreement | ||||
| Other Commitments [Line Items] | ||||
| Expiration period of resignation revocation | 7 days | |||
| Payments for accrued obligations | $ 1,130 | |||
| Other commitments, payment period | 3 days | |||
| Payments for postemployment benefits | $ 1,440 | |||
| Options granted (in shares) | shares | 948,000 | |||
| Maximum period of advisement by former officer | 12 months | |||
| Accrued salaries and wages | $ 962 | |||
| Separation Agreement | Minimum | ||||
| Other Commitments [Line Items] | ||||
| Number of installment payments | installment | 1 | |||
| Separation Agreement | Maximum | ||||
| Other Commitments [Line Items] | ||||
| Number of installment payments | installment | 2 |
Commitments - Facility Leases (
| Commitments - Facility Leases (Details) | Apr. 20, 2017GBP (£) | Aug. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2018USD ($) |
| Other Commitments [Line Items] | |||||
| Rent expense | $ | $ 144,000 | $ 66,000 | |||
| Premier Office Centers | |||||
| Other Commitments [Line Items] | |||||
| Rent expense, monthly | $ | $ 5,056 | ||||
| Standish Management, LLC | |||||
| Other Commitments [Line Items] | |||||
| Rent expense, monthly | $ | $ 5,000 | $ 9,000 | |||
| Regus Management Group | |||||
| Other Commitments [Line Items] | |||||
| Rent expense, monthly | £ | £ 7,521 | ||||
| Security deposit | £ | 15,042 | ||||
| Rent expense | £ | £ 2,473 | ||||
| Security deposit, period of rent equivalent | 2 months | ||||
| Advance termination period | 3 months |
Subsequent Events (Details)
| Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
| Jul. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
| Subsequent Event [Line Items] | |||
| Number of shares issued in transaction (in shares) | 128,250 | ||
| Shares issued, gross consideration received | $ 2,610 | ||
| Proceeds from issuance of common shares | $ 2,532 | $ 0 | |
| Subsequent Event | |||
| Subsequent Event [Line Items] | |||
| Number of shares issued in transaction (in shares) | 111,020 | ||
| Shares issued, gross consideration received | $ 1,700 | ||
| Stock issuance costs | 51 | ||
| Proceeds from issuance of common shares | $ 1,650 | ||