Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | OPIANT PHARMACEUTICALS, INC. | ||
Entity Central Index Key | 0001385508 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50,427,380 | ||
Entity Common Stock, Shares Outstanding | 4,238,595 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 30,980,473 | $ 24,613,638 |
Accounts receivable | 7,218,367 | 4,489,317 |
Prepaid expenses and other current assets | 1,055,816 | 267,623 |
Total current assets | 39,254,656 | 29,370,578 |
Other assets | ||
Property and equipment, net | 243,039 | 0 |
Right of use assets - operating leases | 768,441 | |
Patents and patent applications, net | 14,373 | 15,746 |
Total assets | 40,280,509 | 29,386,324 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,316,773 | 1,132,960 |
License fees payable | 0 | 5,400,000 |
Accrued salaries and wages | 1,237,661 | 1,083,644 |
Royalty payable | 1,620,182 | 998,305 |
Deferred revenue | 918,272 | 1,212,149 |
Operating leases - current | 516,931 | |
Total current liabilities | 5,609,819 | 9,827,058 |
Long-term liabilities | ||
Operating leases - long term | 254,664 | |
License fees payable, net of current portion | 0 | 2,700,000 |
Total liabilities | 5,864,483 | 12,527,058 |
Stockholders' equity | ||
Common stock; par value $0.001; 200,000,000 shares authorized; 4,186,438 and 3,845,361 shares issued and outstanding at December 31, 2019 and 2018, respectively. | 4,187 | 3,846 |
Additional paid-in capital | 97,239,455 | 91,276,086 |
Accumulated deficit | (62,827,616) | (74,420,666) |
Total stockholders' equity | 34,416,026 | 16,859,266 |
Total liabilities and stockholders' equity | $ 40,280,509 | $ 29,386,324 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' equity | ||
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) | 4,186,438 | 3,845,361 |
Common stock outstanding (in shares) | 4,186,438 | 3,845,361 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Total Revenue | $ 40,519,800 | $ 13,982,177 |
Operating expenses | ||
General and administrative | 12,197,111 | 11,477,701 |
Research and development | 9,079,351 | 8,478,817 |
Sales and marketing | 611,571 | 0 |
Royalty expenses | 7,720,280 | 1,491,099 |
License fees | 0 | 13,725,000 |
Total operating expenses | 29,608,313 | 35,172,617 |
Income (loss) from operations | 10,911,487 | (21,190,440) |
Other income (expense) | ||
Interest income, net | 437,653 | 144,696 |
Gain (loss) on debt settlement | 16,503 | (49,983) |
Gain (loss) on foreign exchange | 50,172 | (48,306) |
Total other income | 504,328 | 46,407 |
Income (loss) before income taxes | 11,415,815 | (21,144,033) |
Income tax (expense) benefit | 177,235 | (51,283) |
Net income (loss) | $ 11,593,050 | $ (21,195,316) |
Income (loss) per share of common stock: | ||
Basic (in dollars per share) | $ 2.88 | $ (7.10) |
Diluted (in dollars per share) | $ 2.17 | $ (7.10) |
Weighted average common stock outstanding | ||
Basic (in shares) | 4,018,464 | 2,985,335 |
Diluted (in shares) | 5,342,378 | 2,985,335 |
Royalty and licensing revenue | ||
Revenues | ||
Total Revenue | $ 37,592,401 | $ 13,262,321 |
Treatment investment revenue | ||
Revenues | ||
Total Revenue | 643,955 | 250,549 |
Grant and contract revenue | ||
Revenues | ||
Total Revenue | $ 2,283,444 | $ 469,307 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2017 | 2,535,766 | |||
Beginning Balance at Dec. 31, 2017 | $ 13,000,252 | $ 2,536 | $ 66,223,066 | $ (53,225,350) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 50,497 | |||
Exercise of stock options | $ 50 | (50) | ||
Exercise of warrants (in shares) | 3,400 | |||
Exercise of warrants | 34,000 | $ 3 | 33,997 | |
Stock issued for services (in shares) | 44,664 | |||
Stock issued for services | 882,232 | $ 45 | 882,187 | |
Stock based compensation | 5,760,432 | 5,760,432 | ||
Stock issued to net profit partner (in shares) | 160,000 | |||
Stock issued to net profit partner | 1,600,000 | $ 160 | 1,599,840 | |
Issuance of common stock for cash, net of issuance costs (in shares) | 1,051,034 | |||
Issuance of common stock for cash, net of issuance costs | 16,777,666 | $ 1,052 | 16,776,614 | |
Net income (loss) | (21,195,316) | (21,195,316) | ||
Ending Balance (in shares) at Dec. 31, 2018 | 3,845,361 | |||
Ending Balance at Dec. 31, 2018 | $ 16,859,266 | $ 3,846 | 91,276,086 | (74,420,666) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 299,167 | 318,289 | ||
Exercise of stock options | $ 2,565,420 | $ 318 | 2,565,102 | |
Exercise of warrants (in shares) | 11,000 | |||
Exercise of warrants | $ 110,000 | $ 11 | 109,989 | |
Stock issued for services (in shares) | 11,788 | 11,788 | ||
Stock issued for services | $ 160,906 | $ 12 | 160,894 | |
Stock based compensation | 3,197,384 | 3,197,384 | ||
Offering Fees | (70,000) | (70,000) | ||
Net income (loss) | 11,593,050 | 11,593,050 | ||
Ending Balance (in shares) at Dec. 31, 2019 | 4,186,438 | |||
Ending Balance at Dec. 31, 2019 | $ 34,416,026 | $ 4,187 | $ 97,239,455 | $ (62,827,616) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows provided by (used in) operating activities | ||
Net income (loss) | $ 11,593,050 | $ (21,195,316) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 60,809 | 2,556 |
Operating leases amortization | 176,980 | |
Issuance of common stock for services | 0 | 732,249 |
Stock based compensation from issuance of options | 3,197,384 | 5,760,432 |
(Gain) loss on settlement of debt | (16,503) | 49,983 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,729,050) | 7,207,359 |
Prepaid expenses and other current assets | (788,194) | 465,705 |
Accounts payable and accrued liabilities | 361,223 | (1,924,032) |
License fees payable | (8,100,000) | 8,100,000 |
Accrued salaries and wages | 154,017 | 370,155 |
Decrease in operating lease liabilities | (173,826) | |
Royalty payable | 621,877 | (409,707) |
Deferred revenue | (293,877) | 317,644 |
Net cash provided by (used in) operating activities | 4,063,890 | (522,972) |
Cash flows used in investing activities | ||
Purchase of property and equipment | (302,475) | 0 |
Net cash used in investing activities | (302,475) | 0 |
Cash flows provided by financing activities | ||
Proceeds from exercise of options and warrants | 2,675,420 | 34,000 |
Payment of financing costs | (70,000) | (166,419) |
Proceeds from sale of common stock | 0 | 17,153,126 |
Net cash provided by financing activities | 2,605,420 | 17,020,707 |
Net increase in cash and cash equivalents | 6,366,835 | 16,497,735 |
Cash and cash equivalents, beginning of year | 24,613,638 | 8,115,903 |
Cash and cash equivalents, end of year | 30,980,473 | 24,613,638 |
Supplemental disclosure | ||
Taxes paid during the year | 800 | 174,000 |
Non-Cash Investing and Financing Transactions | ||
Cashless exercise of options | 19 | 50 |
Issuance of common stock to net profit partner | 0 | 1,600,000 |
Issuance of common stock as settlement of liability | 160,906 | 100,000 |
Right of use assets obtained in exchange for new lease obligations | 948,575 | |
Offset of deferred financing costs against APIC | $ 0 | $ 209,042 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Opiant Pharmaceuticals, Inc. (the “Company”), a Nevada corporation, is a specialty pharmaceutical company developing medicines for addictions and drug overdose. The Company was incorporated in the State of Nevada on June 21, 2005 as Madrona Ventures, Inc. and, on September 16, 2009, the Company changed its name to Lightlake Therapeutics Inc. On January 28, 2016, the Company again changed its name to Opiant Pharmaceuticals, Inc. The Company also has developed a treatment to reverse opioid overdoses, which is now known as NARCAN®. 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 ("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, and (v) the certificate of incorporation and bylaws of the Company's Delaware subsidiary were adopted as the Company's 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 (the "Board") and stockholders representing a majority of the Company's outstanding Common Stock. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | Liquidity and Financial Condition The Company had net income of $11.6 million for the year ended December 31, 2019 and has an accumulated deficit of $62.8 million at December 31, 2019. The Company has $33.6 million of working capital at December 31, 2019. The Company has financed its operations from sale of common stock, and through non-equity cash investments by a number of investors, in exchange for an interest in any pre-tax profits received by the Company that was derived from the sale of the Opioid Overdose Reversal Treatment Product less any and all expenses incurred by and payments made by the Company in connection with the Opioid Overdose Reversal Treatment Product ("OORT") (see Note 8 – Deferred Revenue). During the year ended December 31, 2019, the Company received net cash proceeds of approximately $ 2.7 million from the exercise of stock options and warrants. On September 27, 2018, the Company completed a registered public offering with Cantor Fitzgerald as underwriter and sold 811,764 shares of its Common stock (including 105,882 shares purchased by Cantor Fitzgerald upon the exercise in full of its right to purchase up to an additional 105,882 shares to cover over-allotments) at a price of $17.00 per share. The Company received approximately $13.0 million of net proceeds from the offering after deducting sales commissions. In addition, during the year ended December 31, 2018, the Company sold 239,270 shares of Common Stock under the Sales Agreement entered into with Cantor Fitzgerald for gross proceeds of $4.31 million and received net proceeds of $4.18 million , after sales commissions. The Company believes that it has sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts for the Company and its wholly-owned subsidiary, Opiant Pharmaceuticals UK Limited. All inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents 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 $31.0 million , and $24.6 million at December 31, 2019 and December 31, 2018 . The Company maintains cash balances at financial institutions insured up to $250,000 by the Federal Deposit Insurance Corporation ("FDIC") and as of December 31, 2019 maintains the majority of its cash balances in money market funds not insured by the FDIC. The Company also transfers certain daily available cash balances to an overnight account which earns interest and the amounts are not insured by the FDIC. Balances in the United Kingdom are insured up to £85,000 by the Financial Services Compensation Scheme (United Kingdom Equivalent). Although the Company’s cash balances exceeded these insured amounts, the Company has not experienced any losses on its cash and cash equivalents for the periods presented. Accounts Receivable The Company routinely assesses the recoverability of receivables to determine collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company determines its allowance for doubtful accounts by considering such factors as the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole. The Company has evaluated its accounts receivable history and determined that no allowance for doubtful accounts is required for the years ended December 31, 2019 and 2018. At December 31, 2019 and 2018 the Company's accounts receivable were primarily concentrated with one party, Adapt. Long-Lived Assets The Company follows ASC 360, Property, Plant, and Equipment , for its fixed assets. Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over estimated useful lives ( 3 to 7 years ). The Company’s capitalizes all asset purchases greater than $2,500 having a useful life greater than one year. The Company follows ASC 350, Intangibles – Goodwill and Other for its intellectual property asset. Intellectual property consists of patents which are stated at their fair value acquisition cost. Amortization is calculated by the straight-line method over their estimated useful lives ( 20 years ). The Company recorded depreciation and amortization of $ 60,809 and $2,556 for the years ended December 31, 2019 and 2018, respectively. Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did no t recognize any impairment losses for any years presented. Earnings (Loss) per Share The Company follows ASC 260, Earnings 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 consolidated financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. At December 31, 2019, potentially dilutive common stock equivalents are 3,335,060 which consist of options and warrants. 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, as of December 31, 2019 and 2018: Year Ended Year Ended Numerator: December 31, 2019 December 31, 2018 Net Income (loss) $ 11,593,050 $ (21,195,316 ) Denominator: Denominator for basic income (loss) per share - weighted average shares 4,018,464 2,985,335 Effect of dilutive securities: Stock options and warrants 1,323,914 — Denominator for diluted income (loss) per share 5,342,378 2,985,335 Income (loss) per share - Basic $ 2.88 $ (7.10 ) Income (loss) per share - Diluted $ 2.17 $ (7.10 ) Research and Development Costs The Company follows ASC 730, Research and Development , and expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. Transactions occur in British Pounds and management has adopted ASC 830, Foreign Currency Translation Matters . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Stock-Based Compensation ASC 718 Compensation – Stock Compensation prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). In June 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to non-employees with the guidance applicable to grants to employees. Under this new standard, equity-classified share-based payment awards issued to non-employees will be measured on the grant date, instead of the current requirement to remeasure the awards through the performance completion date. Further, compensation cost for awards with performance conditions will be recognized when it is probable the conditions will be achieved, rather than upon actual achievement of the conditions. The Company adopted this standard January 1, 2019. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. The Company had stock-based compensation of $ 3.2 million and $ 5.8 million for the years ended December 31, 2019 and 2018, respectively. Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1)market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. At December 31, 2019 and December 31, 2018, the Company did no t have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis. Related Parties The Company follows ASC 850, Related Party Disclosures , for the identification of related parties and disclosure of related party transactions. Related party balances as of December 31, 2019 and 2018 were zero . The Company uses office space free of charge from related parties (see Note 4 - Related Party Transactions). Revenue Recognition The Company generates a large majority of revenue from the agreement with Adapt. During the year ended December 31, 2019, the Company recognized 93% of revenue from its agreement with Adapt. In May 2014, the FASB issued an accounting standard update (‘ASU”), 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On January 1, 2018, the Company adopted the new Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers using the modified retrospective method, and the Company determined the new guidance does not change the Company's policy of revenue recognition. The Company's primary source of revenue is through the recognition of royalty and milestone payments from Adapt. Milestone revenue is recognized upon successful accomplishment of certain sales targets set forth in the Adapt Agreement. Royalty revenue is determined based on the agreed upon royalty rate applied to NARCAN sales reported by Adapt. There are no performance obligations by the Company and the Company recognizes revenue according to the royalty report provided by Adapt on quarterly basis. In regards to treatment revenue, the Company received certain investments from investors in return for an interest in its existing treatments. Investors carry an option to exchange investment into shares of the Company. Revenue is deferred until such time that the option expires or milestones are achieved that eliminate the investor’s right to exercise the option. Once the option has expired, the Company determined its performance obligations under the agreement which typically is to perform R&D services related to treatments and recognizes revenue over a period of time which is usually the expected research and development period. The treatment revenue is disaggregated by program treatments. (See Note 8 to the Consolidated Financial Statements - Deferred Revenue). In June 2018, the FASB issued guidance clarifying the revenue recognition and measurement issues for grants, contracts, and similar arrangements, ASU Topic 958. Government grants and contracts 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 has evaluated its grant with NIH and contract with BARDA and determined they are non-exchange transactions and fall within the scope of ASU 958, and revenue should be recognized in accordance with Topic 958 guidance. Accordingly, the Company recognizes revenue from its grant and contract in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Licensing Agreement Pursuant to the Adapt Agreement, the Company provided a global license to develop and commercialize the Company’s intranasal naloxone opioid overdose reversal treatment, now known as NARCAN®. On December 15, 2014, the Company entered into a License Agreement with Adapt. Pursuant to the License Agreement, we provided a global license to develop and commercialize our intranasal naloxone opioid overdose reversal treatment, now known as NARCAN®. In addition, on the SWK Closing Date, in connection with the SWK Purchase Agreement, as disclosed below, we entered into the Adapt Amendment which amends the terms of the License Agreement relating to the grant of a commercial sublicense outside of the United States and diligence efforts for commercialization of our Opioid Overdose Reversal Treatment Product. Under the terms of the Adapt Amendment, Adapt is required to use commercially reasonable efforts to commercialize the Opioid Overdose Reversal Treatment Product in the United States In the event that Adapt wishes to grant a commercial sublicense to a third party in the European Union or the United Kingdom, we have agreed to negotiate an additional amendment to the License Agreement to include reduced financial terms with respect to the commercial sublicense. The Company also receives payments upon reaching various sales and regulatory milestones, as well as royalty payments for commercial sales of NARCAN® generated by Adapt. During the years ended December 31, 2019 and 2018, the Company recognized royalty and milestone revenue of $ 37.6 million and $13.3 million , respectively. Interest in Treatments With respect to investments in interests in treatments, if an agreement provides an option that allows the investor in the treatment to convert an interest in a treatment into shares of Common Stock of the Company, then revenue is deferred until such time that the option expires or milestones are achieved that eliminate the investor’s right to exercise the option. Upon expiration of the exercise option, the deliverables of the arrangement are reviewed and evaluated under ASC 606. In the event the investor chooses to convert interests into shares of Common Stock, that transaction will be accounted for similar to a sale of shares of Common Stock for cash. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In February 2016, the FASB issued ASU 2016-02, "Leases" (Topic 842). The new standard requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The standard is effective on January 1, 2019, with early adoption permitted. The Company adopted the new standard on January 1, 2019 using the modified retrospective method. As part of the adoption, the Company elected to utilize the package of practical expedients included in this guidance, which permitted the Company to not reassess (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) the initial direct costs for existing leases. In conjunction with the adoption of the new lease standard, the Company adopted the following policy; an election not to recognize short-term leases (i.e., a lease that is less than 12 months and contains no purchase option) within the Consolidated Balance Sheets, with the expense related to these short-term leases recorded within total operating expenses within the Consolidated Statements of Operations. In June 2018, the FASB issued ASU No. 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting," ("ASU 2018-07"), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for financial statements issued for annual periods beginning after December 15, 2018, and for the interim periods therein. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. In 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This new standard permits entities to reclassify to retained earnings the tax effects stranded in accumulated other comprehensive income ("AOCI") as a result of U.S. tax reform. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (ASU No. 2018-15). The new standard describes the accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement (CCA). Under the new guidance, customers will assess if a CCA includes a software license and if a CCA does include a software license, implementation and set-up costs will be accounted for consistent with existing internal-use software implementation guidance. Implementation costs associated with a CCA that does not include a software license would be expensed to operating expenses. The standard also provides classification guidance on these implementation costs as well as additional quantitative and qualitative disclosures. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company will adopt this ASU effective January 1, 2020 using the prospective method and does not expect a material impact on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
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 | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable As of December 31, 2019 the Company had accounts receivable of $7.2 million which relates to royalty revenue from sales of NARCAN®. At December 31, 2019 the Company's accounts receivable were primarily concentrated with one party, Adapt. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets As of December 31, 2019, the Company had approximately $ 1.1 million recorded as prepaid expenses and other current assets. Of this amount approximately $0.7 million was for prepaid directors and officers insurance and the remaining $0.4 million was for other prepaid insurance, rent, software services, and other general prepaid items. As of December 31, 2018, the Company had approximately $268 thousand recorded as prepaid expenses and other current assets. Of this amount approximately $74 thousand was for research and development supplies related to product development work being performed by Renaissance Lakewood, LLC, and the remaining $194 thousand was for prepaid expenses such as rent, insurance, and software licenses. |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2019, the Company adopted a new accounting standard, Topic 842, that amends the guidance for the accounting and reporting of leases. Leases with terms of 12 months or less are expensed on a straight-line basis over the term and are not recorded in the Company's Consolidated Balance Sheets. The Company entered into two operating leases during the year ended December 31, 2019 with terms greater than 12 months. In accordance with the guidance of Topic 842, the two leases which are classified as operating leases are included in the Company's Consolidated Balance Sheet as of December 31, 2019. The Company's two operating leases do not include options to renew, do not contain residual value guarantees, do not have variable lease components, or impose significant restrictions or covenants. Right of use assets, "ROU assets", represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments over the respective lease term, with the ROU asset adjusted for deferred rent liability. Lease expense is recognized on a straight line basis over the lease term. As the implicit rate on the leases is not determinable, the Company used an estimated incremental borrowing rate of 9% as the discount rate to determine the present value of lease payments. The weighted average discount rate used was 9% and the weighted average remaining lease term is 1.5 years at December 31, 2019. The ROU assets and corresponding operating lease liability recognized at lease inception was $949 thousand . The following table summarizes information related to the Company's two operating leases and are included in the Company's Balance Sheet as of December 31, 2019. Balance Sheet descriptions Assets: (in thousands) Right of use assets - operating leases $ 768 Liabilities: Operating leases - current $ 517 Operating leases - long term 255 Total lease liabilities $ 772 The following table summarizes the components of operating lease cost for the year ended December 31, 2019. Lease costs (in thousands) Operating expenses - lease costs $ 177 As of December 31, 2019, future minimum operating leases payments related to the Company’s operating lease liabilities were as follows: (in thousands) 2020 $ 542 2021 287 Total lease payments 829 Less imputed interest (57 ) Present value of operating lease liabilities $ 772 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [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. During June 2019 the Company determined it would not continue development efforts on the BED Treatment Product. During the years ended December 31, 2019 and 2018 the Company recognized approximately $115.9 thousand $58 thousand , respectively of revenue relating to the agreement. 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% I nvestor 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. During June 2019 the Company determined it would not continue development efforts on the BED Treatment Product. During the years ended December 31, 2019 and 2018 the Company recognized approximately $313.7 thousand $156.9 thousand , respectively of revenue relating to the agreement. 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. During June 2019 the Company determined it would not continue development efforts on the BED Treatment Product. During the years ended December 31, 2019 and 2018, the Company recognized revenue of approximately $214.3 thousand and $35.7 thousand , respectively related 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, 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 from the Foundation in exchange for 0.824% , 0.954% and 0.355333% interests in the aforementioned treatments, respectively. The Company will defer recording revenue until such time as Valour’s option expires or milestones are achieved that eliminates Valour’s right to exercise the option. In the event Valour chooses to exchange its 2.1333% Interest, in whole or in part, for shares of Common Stock of the Company, that transaction will be accounted for similar to a sale of shares of Common Stock for cash. During September 2018 Valour elected to exchange its interest for shares of Common Stock and accordingly the Company issued 160,000 shares of its Common Stock to Valour. 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 Company has been awarded approximately $5.6 million through the period ending March 31, 2021, with the remaining $1.8 million balance expected to be funded, 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 recognizes 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 years ended December 31, 2019 and 2018, the Company received cash of $2.4 million and $1.0 million , respectively and recognized revenue of $2.0 million and $432 thousand , respectively related to this grant. On September 19, 2018, the Company entered into a contract with the Biomedical Advanced Research and Development Authority (“BARDA”), which is part of the U.S. Health and Human Services Office of the Assistant Secretary for Preparedness and Response, to accelerate the Company’s development of OPTN003, its lead product candidate. OPTN003, nasal nalmefene, is a potent, long-acting opioid antagonist currently in development for the treatment of opioid overdose. The contract will provide potential funding up to a maximum of approximately $4.6 million and cover activities related to a potential New Drug Application submission for OPTN003 with the Food and Drug Administration. BARDA has awarded approximately $3.0 million of the contract through December 20, 2021, with the balance expected to be funded, subject to satisfactory project progress, availability of funds and certain other conditions. During the year ended December 31, 2019, the Company recognized revenue of $234 thousand related to this contract. The following is a summary of the Company’s deferred revenue activity for the year ended December 31, 2019 and 2018: (in thousands) NIH Grant BED Total Balance as of December 31, 2017 $ — $ 895 $ 2,495 Cash Received NIH 1,000 — 1,000 Converted to Equity — — (1,600 ) Recognized as revenue (432 ) (251 ) (683 ) Balance as of December 31, 2018 $ 568 $ 644 $ 1,212 Cash Received NIH 2,400 — 2,400 Recognized as revenue (2,050 ) (644 ) (2,694 ) Balance as of December 31, 2019 $ 918 $ — $ 918 As of December 31, 2019, the Company had recorded approximately $ 0.9 million of its deferred revenue as a current liability because the Company expects to recognize that amount as revenue during the next 12 months. Current and long-term deferred revenue are detailed in the following table: Deferred Revenue (in thousands) NIH Grant BED Total Current portion $ 918 $ — $ 918 Long-term portion — — — Total $ 918 $ — $ 918 |
License Fee Payable
License Fee Payable | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
License Fee Payable | License Fee Payable On February 28, 2018, the Company was notified that Adapt, a Subsidiary of Emergent BioSolutions ("EBS"), 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 invoked its right under Section 5.5 of the License Agreement, dated as of December 15, 2014, by and between the Company and Adapt, as amended (the "License Agreement"), to offset 50% of certain payments paid to such Third Party from the amounts payable by Adapt to the Company under the License Agreement and SWK under the SWK Purchase Agreement. On March 1, 2018, the Company received net milestone payments of $6.1 million , which was net of 50% of a license fee payment Adapt made to the Third Party. Adapt reduced such milestone payment by $6.25 million pursuant to Section 5.5 of the License Agreement. The portion of the milestone payment that the Company would have otherwise received was reduced by $5.6 million . As provided in Amendment No. 2 to the License Agreement, which the parties entered into on March 18, 2019 (see Note 17, Subsequent Events), Adapt has made has made and will in the future make payments to the Third Party Licensee and will be allowed to reduce the royalties and milestones that the Company would be due under the License Agreement by a maximum of $9.0 million in relation to such payments. Under the SWK Purchase Agreement, the Company retains 90% of the royalties payable under the License Agreement, with SWK entitled to 10% . The maximum amount payable by the Company is therefore $8.1 million ( 90% of $9 million ), of which the Company has recorded $5.4 million as a current liability and $2.7 million as a long-term liability at December 31, 2018. As provided in Amendment No. 2, Adapt will be allowed to reduce the royalties and milestones that the Company would be due under the License Agreement during the year ended December 31, 2019 by a maximum of $1.8 million each quarter. As provided in the License Agreement, if Net NARCAN® Sales (as defined in the License Agreement) exceed $200 million in any calendar year, the Company and SWK will be due a milestone of $15.0 million . Under Amendment No. 2, if this $15.0 million milestone becomes payable to the Company and SWK, Adapt may deduct $2.7 million from the $13.5 million ( 90% of $15.0 million ) milestone payable to the Company. As of December 31, 2019, the Company has paid the amount payable of $8.1 million as net sales of NARCAN® exceeded $200 million during the nine months ended September 30, 2019. Accordingly, as of December 31, 2019 no further payments are due related to the License Fee Payable. |
Royalty Payable
Royalty Payable | 12 Months Ended |
Dec. 31, 2019 | |
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 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. The following table sets forth the royalty payable to certain investors as of December 31, 2019 and 2018: (in thousands) Net Profit % December 31, 2019 December 31, 2018 Potomac 10.2% $ 698 $ 422 LYL 5.0% 341 206 Welmers 1.5% 103 62 Foundation 6.0% 410 248 Pendergast 1.0% 68 60 Royalty payable 23.7% $ 1,620 $ 998 In connection with these agreements and a senior advisor agreement, the Company also granted net profit interests in DAVINCI (as defined in the related agreements) (the "DAVINCI interest"). The Company has buy back rights to the DAVINCI interest which it exercised during the year ended December 31, 2019 for a total consideration of approximately $1.25 million which was all paid during 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has entered into various agreements related to its business activities. The following is a summary of the Company’s commitments: a. The Company entered into a consulting agreement with Torreya Partners LLP ("Torreya"), a financial advisory firm, under which Torreya agreed to provide certain financial advisory services. The Company is required to pay fees equivalent to 3.375% of all amounts received by the Company from net sales of Narcan into perpetuity. During the year ended December 31, 2019, the Company incurred approximately, $995,370 in aggregate fees related to Torreya. As of December 31, 2019 the Company has an accrued liability of $243,560 owed to Torreya. During the year ended December 31, 2018, the Company incurred approximately $447 thousand in aggregate fees related to Torreya. In addition during December 2018 the Company paid Torreya $100 thousand in cash and issued 6,498 shares of Common Stock representing a total of $200 thousand of fees owed by the Company to Torreya which had been recorded as accrued liability as of December 31, 2017. As of December 31, 2018 the Company has an accrued liability of $151 thousand owed to Torreya. b. 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. 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 Company issued 37,866 shares of Common Stock. For the year ended December 31, 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 loss on settlement of liability in other expense. As of September 30, 2019 the Company was required to issue an additional 11,788 shares of unregistered Common Stock pursuant to the LOI. The Company was obligated to issue these shares as a milestone payment when net NARCAN® Sales exceed $200.0 million , which occurred during the nine months ended September 30, 2019. The shares were issued December 9, 2019, and the Company recorded non-cash research and development expense of $177,409 , and a $16,503 gain on settlement of liability recorded to other expense. c. In October 2016, the Company in-licensed a heroin vaccine from Walter Reed Army Institute of Research ("WRAIR"). 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. During the five months ended December 31, 2017, the Company paid $60 thousand in cash to WRAIR, 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. d. On May 7, 2019, the Company entered into a Sub-Sublease with PERL Mortgage, Inc. to sublease office space located at 233 Wilshire Blvd., Suite 280, Santa Monica, CA 90401, and this is the Company's headquarters. The lease commenced on July 1, 2019 and expires August 31, 2021. Prior, the Company had a Sublease with Standish Management, LLC to sublease office space on a month-to-month basis, located at 201 Santa Monica Boulevard, Suite 500, Santa Monica, CA 90401, which was the Company's headquarters. The Company provided notice to terminate the lease with Standish Management, LLC effective July 31, 2019. On July 11, 2019, the Company entered into an Office Service Agreement with Regus to lease office space at One Kingdom Street, London, England, W2 6BD. The lease commenced on August 1, 2019 and ends May 31, 2021 with monthly rent of 20,000 GBP. Prior, the Company had an Office Service Agreement to lease office space at 83 Baker Street, London, England, W1U 6AG. Effective May 31, 2018 either party was able to terminate the Office Service Agreement by providing three months advance written notice of termination. The Company provided notice to terminate the lease effective July 31, 2019. During the years ended December 31, 2019 and 2018 Company incurred approximately $523 thousand and $321 thousand , respectively of rent expense. e. On June 1, 2017 (the “LYL Effective Date”), the Company entered into an amendment with LYL (the “LYL Amendment”) to the Amended and Restated Consulting Agreement, dated October 25, 2016 and effective as of July 17, 2013 (the “LYL Agreement”). Pursuant to the LYL Amendment, LYL granted the Company certain buyback provisions that have expired as of December 31, 2018. In consideration for LYL entering into the LYL Amendment, upon the Company's receipt after the LYL Effective Date of at least $3 million from (i) SWK under the SWK Purchase Agreement and/or (ii) Adapt under the Adapt Agreement, fifty percent of all actual amounts received by the Company from SWK will be used in determining the Net Profit (as defined in the LYL Agreement). f. 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 (“Aegis 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 Aegis 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 Aegis Products during the Royalty Term (as defined in the License Agreement) according to a tiered royalty rate based on Annual Net Sales of the Aegis 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. 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). Under the License Agreement, the Company will be required to pay Aegis $250,000 upon the successful filing of an NDA. For the years ended December 31, 2019 and 2018, the Company recorded $0 and $350 thousand , respectively in expense associated with the License Agreement. Contingencies The Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. If any legal matter, that may arise, were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s would reflect any potential claim in the consolidated financial statements for that reporting period. The Company and Emergent BioSolutions Inc., through its Adapt Pharma subsidiaries (collectively, “Plaintiffs”), filed complaints, in 2016 against Teva Pharmaceuticals Industries Ltd. (“Teva”) and in 2018 against Perrigo UK FINCO Limited Partnership (“Perrigo”), relating to Teva’s and Perrigo’s respective abbreviated new drug applications (each, an “ANDA”) seeking to market generic versions of NARCAN® (naloxone hydrochloride) Nasal Spray 4mg/spray. On February 12, 2020, Plaintiffs and Perrigo entered into a settlement agreement to resolve the ongoing litigation. Under the terms of the settlement, Perrigo has received a non-exclusive license under the Company's patents licensed to Adapt to make, have made and market its generic naloxone hydrochloride nasal spray under its own ANDA. Perrigo’s license will be effective as of January 5, 2033 or earlier under certain circumstances including circumstances related to the outcome of the current litigation against Teva or litigation against future ANDA filers. The Perrigo settlement agreement is subject to review by the U.S. Department of Justice and the Federal Trade Commission, and entry of an order dismissing the litigation by the U.S. District Court for the District of New Jersey. Closing arguments in the Teva trial were held on February 26, 2020. Plaintiffs also filed a complaint related to Teva’s ANDA seeking to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 2mg/spray and that matter is still pending. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholder's Equity Common Stock During the year ended December 31, 2019 Common Stock During the year ended December 31, 2019 the Company issued 299,167 shares of Common Stock as a result of employee stock option exercises presented in the tables below, and received net cash proceeds of approximately $2.7 million . During the year ended December 31, 2019, the Company issued 19,122 shares of its Common Stock in relation to the cashless exercise of stock options that were granted outside of the Company's 2017 Long-Term Incentive Stock Plan (the "2017 Plan"). A total of 80,000 stock options were exercised with exercise prices between $10.00 and $15.00 per share. During the year ended December 31, 2019, the Company issued 11,000 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 $110,000 . During the year ended December 31, 2019 the Company issued 11,788 shares of its Common stock with an aggregate value of $160.9 thousand for services provided to the Company. During the year ended December 31, 2018 During the year ended December 31, 2018, the Company issued 50,497 shares of its Common Stock in relation to the cashless exercise of stock options that were granted outside of the Company's 2017 Long-Term Incentive Stock Plan (the "2017 Plan"). A total of 95,000 stock options were exercised with exercise prices between $7.25 and $10.00 per share. During the year ended December 31, 2018, the Company issued 3,400 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 $34,000 . During the year ended December 31, 2018 the Company issued 38,166 shares of its Common stock with an aggregate value of $782 thousand for services provided to the Company. On September 5, 2018, the Company also issued 160,000 shares of Common Stock to Valour Fund, LLC, as a result of Valour's exercise of its option to exchange its interest in certain product revenues for Common Stock of the Company. On December 18, 2018, the Company issued 6,498 shares of its Common Stock to Torreya. These shares were issued as payment in full for a $100 thousand accrued liability owed by the Company to Torreya pursuant to that certain Supplemental Engagement Letter between the Company and Torreya, dated September 8, 2017 (the "Supplemental Engagement Letter"). During October 2017 the Company entered into a Controlled Equity Offering 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. During the year ended December 31, 2018 under the Sales Agreement with Cantor, the Company sold 239,270 shares of Common Stock for gross proceeds of $4.31 million and received net proceeds of $4.18 million after deducting sales commissions. On September 27, 2018, the Company also completed a registered public offering with Cantor Fitzgerald as underwriter and sold 811,764 shares its Common stock (including 105,882 shares purchased by Cantor Fitzgerald upon the exercise in full of its right to purchase up to an additional 105,882 shares to cover over-allotments) at a price of $17.00 per share. The Company received approximately $13.0 million of net proceeds from the offering after deducting sales commissions. Stock Options On September 8, 2017, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”), at which time the 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 of December 31, 2019, the Company had 136,295 shares available for future issuance under the 2017 Plan. 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. Stock option activity for the Pre-2017 Non-Qualified Stock Options for the years ended December 31, 2019 and 2018, is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 2,980,500 $ 7.33 7.06 $ 46,606,210 Exercised (95,000 ) $ 8.24 Forfeited — $ — Outstanding at December 31, 2018 2,885,500 $ 7.30 6.04 $ 20,633,100 Exercised (379,167 ) $ 9.03 Forfeited (5,833 ) $ 10.00 Outstanding at December 31, 2019 2,500,500 $ 7.03 5.05 $ 18,426,235 Exercisable at December 31, 2019 2,454,390 $ 6.98 5.10 $ 18,212,329 A summary of the status of the Company's vested and non-vested Pre-2017 Non-Qualified Stock Options as of December 31, 2019 and 2018, are presented below: Number of Weighted Average Vested at December 31, 2018 150,552 $ 7.92 Non-vested at December 31, 2018 138,350 $ 7.84 Vested at December 31, 2019 86,407 $ 7.84 Non-vested at December 31, 2019 46,110 $ 7.71 During the years ended December 31, 2019 and 2018, the Company recognized approximately $0.2 million and $0.9 million of non-cash expense related to vested Pre-2017 Non-Qualified Stock Options granted in prior periods. As of December 31, 2019, there was $1,235 of unrecognized compensation costs related to non-vested stock options. The 2017 Plan The assumptions used in the valuation of options granted under the 2017 Plan during the years ended December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Market value of stock on measurement date $11.26 to $15.65 $14.31 to $24.84 Risk-free interest rate 1.67 % to 2.57% 2.47 % to 3.05% Dividend yield — % — % Volatility factor 104% to 139% 121% to 324% Term (years) 5.5 to 6.25 5.5 to 10.0 Stock option activity for options granted under the 2017 Plan during the years ended December 31, 2019 and 2018 is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 174,000 $ 34.78 9.71 $ 14,430 Granted 196,550 $ 23.26 Expired — Forfeited (27,000 ) $ 24.84 Balance at December 31, 2018 343,550 $ 28.97 8.95 840 Granted 193,700 $ 13.82 Expired — Forfeited (45,300 ) $ 17.90 Balance at December 31, 2019 491,950 $ 24.08 8.43 $ 81,888 A summary of the status of the Company’s vested and non-vested options granted under the 2017 Plan as of December 31, 2019 and 2018 are presented in the following table: Number of Weighted Average Non-vested at December 31, 2018 288,047 $ 27.62 Vested at December 31, 2018 55,503 $ 34.66 Non-vested at December 31, 2019 299,590 $ 20.35 Vested at December 31, 2019 192,360 $ 27.67 During the year ended December 31, 2019 and 2018, the Company recognized approximately $3.0 million and $4.9 million of non-cash expense related to vested options granted during these periods. As of December 31, 2019, there was approximately $2.4 million of unrecognized compensation costs related to non-vested stock options that were granted under the 2017 Plan. Restricted Stock Units Restricted stock activity during the year ended December 31, 2019 is presented in the following table. Number of Shares Grant Date Fair Value Per Share Restricted stock units outstanding and non-vested 27,000 $ 14.51 During the year ended December 31, 2019, the Company recognized approximately $68.0 thousand of non-cash expense related to restricted stock. Warrants Warrant activity for the years ended December 31, 2019 and 2018 is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 357,010 $ 9.78 5.57 $ 4,708,020 Exercised (3,400 ) $ 10.00 Outstanding at December 31, 2018 353,610 $ 9.78 4.60 $ 1,651,165 Exercised (11,000 ) $ 10.00 Outstanding at December 31, 2019 342,610 $ 9.77 3.71 $ 1,585,084 |
Sale of Royalties
Sale of Royalties | 12 Months Ended |
Dec. 31, 2019 | |
Sale Of Royalties [Abstract] | |
Sale of Royalties | Sale of Royalties On December 13, 2016, the Company entered into the SWK Purchase Agreement with SWK pursuant to which the Company sold, and SWK purchased, the Company’s right to receive, commencing on October 1, 2016, certain Royalties (as defined in the SWK Purchase Agreement) arising from the sale by Adapt, pursuant to the Adapt Agreement of NARCAN®. As of December 31, 2017, all amounts due SWK under the SWK Purchase Agreement have been paid. SWK retains a 10% interest for all royalties and milestones that the Company received in the years ended December 31, 2019 and 2018, and will receive in future years. |
Potomac Amendment
Potomac Amendment | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Potomac Amendment | Potomac Amendment On April 12, 2017 (the “Potomac Effective Date”), the Company and Potomac Construction Limited (“Potomac”) entered into an amendment (the “Potomac Amendment”) to the following investment agreements with Potomac to provide for (in the case of Potomac Agreement No. 1 and Potomac Agreement No. 2 ), or modify (in the case of Potomac Agreement No. 3, Potomac Agreement No. 4 and Potomac Agreement No. 5 (each as defined below)), the Company’s right to buyback the Interest (as defined in each Potomac Amendment) in each Potomac Agreement (as defined below) from Potomac: (i) that certain Investment Agreement, dated as of April 16, 2013, as clarified by that certain letter agreement dated October 15, 2014 (“Potomac Agreement No. 1”); (ii) that certain Investment Agreement, dated as of May 30, 2013, as clarified by that certain letter agreement dated October 15, 2014 (“Potomac Agreement No. 2”); (iii) that certain Investment Agreement, dated as of September 9, 2014, as clarified by that certain letter agreement dated October 15, 2014 (“Potomac Agreement No. 3”); (iv) that certain Investment Agreement, dated as of October 31, 2014, as clarified by that certain letter agreement dated October 31, 2014 (“Potomac Agreement No. 4”); and (v) that certain Investment Agreement, dated as of December 8, 2015 (“Potomac Agreement No. 5”) ((i)–(v) collectively, the “Potomac Agreements” and, each, a “Potomac Agreement”). As of December 31, 2018, the buyback provisions under the Potomac Amendment for the Potomac Agreement No. 1 and Potomac Agreement No. 2 have expired. Pursuant to the Potomac Amendment, from the Potomac Effective Date until September 30, 2019, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 3) (the “Potomac Interest No. 3 Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 3) from Potomac upon written notice to Potomac (the “Potomac Interest No. 3 Buyback Notice”), at the price of $500,000 per 0.98% of Interest (the “Potomac Interest No. 3 Buyback Amount”); provided, that in the event the Potomac Interest No. 3 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 3 Buyback Amount within ten business days of providing the Potomac Interest No. 3 Buyback Notice; provided, further, that in the event the Potomac Interest No. 3 Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Potomac Interest No. 3 Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Interest No. 3 Buyback Amount within ten business days of providing the Potomac Interest No. 3 Buyback Notice. As of December 31, 2019 the buyback rights have expired. Pursuant to the Potomac Amendment, from the Potomac Effective Date until November 28, 2019, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 4) (the “Potomac Interest No. 4 Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 4) from Potomac upon written notice to Potomac (the “Potomac Interest No. 4 Buyback Notice”), at the price of $500,000 per 0.98% of Interest (the “Potomac Interest No. 4 Buyback Amount”); provided, that in the event the Potomac Interest No. 4 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 4 Buyback Amount within ten business days of providing the Potomac Interest No. 4 Buyback Notice; provided, further, that in the event the Potomac Interest No. 4 Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Potomac Interest No. 4 Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Interest No. 4 Buyback Amount within ten business days of providing the Potomac Interest No. 4 Buyback Notice. As of December 31, 2019 the buyback rights have expired. Pursuant to the Potomac Amendment, from the Potomac Effective Date until December 17, 2020, the five year anniversary of the date of the Investment (as defined in Potomac Agreement No. 5) (the “Potomac Interest No. 5 Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Interest (as defined in Potomac Agreement No. 5) from Potomac upon written notice to Potomac (the “Potomac Interest No. 5 Buyback Notice”), at the price of $500,000 per 0.75% of Interest (the “Potomac Interest No. 5 Buyback Amount”); provided, that in the event the Potomac Interest No. 5 Buyback Notice is provided within 3.25 years of the date of the Investment, the Company shall pay Potomac 1.8 times the Potomac Interest No. 5 Buyback Amount within ten business days of providing the Potomac Interest No. 5 Buyback Notice; provided, further, that in the event the Potomac Interest No. 5 Buyback Notice is provided after 3.25 years of the date of the Investment and on or prior to the Potomac Interest No. 5 Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Interest No. 5 Buyback Amount within ten business days of providing the Potomac Interest No. 5 Buyback Notice. Pursuant to the Potomac Amendment, if the Additional Investment (as defined in Potomac Agreement No. 5) is funded by Potomac, then, from the date of funding of such Additional Investment until the five year anniversary of such funding date (the “Potomac Additional Interest Buyback Expiration Date”), the Company shall have the right to buyback all or any portion of the Additional Interest (as defined in Potomac Agreement No. 5) upon written notice to Potomac (the “Potomac Additional Interest Buyback Notice”), at the price of $500,000 per 0.75% of Additional Interest (the “Potomac Additional Interest Buyback Amount”); provided, that in the event the Potomac Additional Interest Buyback Notice is provided within 3.25 years of the date of the Additional Investment, the Company shall pay Potomac 1.8 times the Potomac Additional Interest Buyback Amount within ten business days of providing the Potomac Additional Interest Buyback Notice; provided, further, that in the event the Potomac Additional Interest Buyback Notice is provided after 3.25 years of the date of the Additional Investment and on or prior to the Potomac Additional Interest Buyback Expiration Date, the Company shall pay Potomac 3.15 times the Potomac Additional Interest Buyback Amount within ten business days of providing the Potomac Additional Interest Buyback Notice. However, Potomac opted, at its sole discretion, not to make the $1,000,000 Additional Investment, and the deadline for Potomac to make the Additional Investment has passed. In consideration for Potomac entering into the Potomac Amendment, the Company agreed to pay Potomac, within 15 business days of the Potomac Effective Date, $159,500 . The Company recorded the $159,500 payment to Potomac as a non-recurring general and administrative expense during the year ended July 31, 2017. Furthermore, the Company granted Potomac the right to receive 2.5525% of the Net Profit (as defined in the Potomac Agreements) generated from DAVINCI (as defined in the Potomac Amendment). In the event that the Company is sold, Potomac will receive 2.5525% of the net proceeds of such sale, after the deduction of all expenses and costs related to such sale. Additionally, from the Potomac Effective Date until the four year anniversary of the Potomac Effective Date (the “Potomac DAVINCI Interest Buyback Expiration Date”), the Company may buyback all or any portion of the DAVINCI Interest (as defined in the Potomac Amendment) upon written notice to Potomac (the “Potomac DAVINCI Interest Buyback Notice), at the price of $382,875 per 2.5525% of DAVINCI Interest (the “Potomac DAVINCI Interest Buyback Amount”); provided, that in the event the Potomac DAVINCI Interest Buyback Notice is provided within 2.5 years of the Potomac Effective Date, the Company shall pay Potomac two times the Potomac DAVINCI Interest Buyback Amount within ten business days of providing the Potomac DAVINCI Interest Buyback Notice; provided, further, that, in the event the Potomac DAVINCI Interest Buyback Notice is provided after 2.5 years of the Potomac Effective Date and on or prior to the Potomac DAVINCI Interest Buyback Expiration Date, the Company will pay Potomac 3.5 times the Potomac DAVINCI Interest Buyback Amount within ten business days of providing the Potomac DAVINCI Interest Buyback Notice. During September, 2019, we notified Potomac of our intent to exercise our right to buy back the entire 2.5525% DAVINCI Interest at the Buyback amount of $765,500 . The payment was made in October 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities using the asset and liability method. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This method requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2019, the Company’s deferred tax assets relate to net operating loss (“NOL”) carryforwards that were derived from operating losses and stock based compensation from prior years. A full valuation allowance has been applied to the Company’s deferred tax assets. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. At December 31, 2019, the Company had federal net operating loss carry forwards, which are available to offset future taxable income, of 21,737,936 . The Company’s NOL carryforwards can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. These NOL carryforwards begin to expire in 2026. No provision was made for federal income taxes as the Company has significant NOLs. All of the Company's income tax years remained open for examination by taxing authorities. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to the net loss before provision for income taxes for the following reasons: December 31, 2019 December 31, 2018 Net loss before taxes at statutory rate $ 2,852,268 $ (6,015,352 ) Permanent items 717,020 1,471,275 Temporary items (2,169,777 ) 2,444,934 Income tax expense at statutory rate 1,399,511 (2,099,143 ) Valuation allowance (1,576,746 ) 2,150,426 Income tax expense per books $ (177,235 ) $ 51,283 Net deferred tax assets consist of the following components as of: December 31, 2019 December 31, 2018 Net operating loss carryover at statutory rate $ 3,960,658 $ 5,753,943 Stock-based compensation expense 3,056,099 4,939,759 Fixed asset depreciation (24,681 ) — Intangibles amortization (997 ) (1,148 ) Other 103,604 2,046,961 Total $ 7,094,683 $ 12,739,515 Valuation allowance $ (7,094,683 ) $ (12,739,515 ) Net deferred tax asset $ — $ — The Company had no uncertain tax positions at December 31, 2019 and December 31, 2018. On December 22, 2017, H.R. 1, formally known as the Tax Cut and Jobs Act (the "Act") was enacted into law. The Act provides for significant tax law changes and modifications with varying effective dates. The major change that affects the Company is reducing the corporate income tax rate from 35% to 21%. In connection with the Company’s initial analysis of the impact of the Tax Act, no discrete net tax benefit or expense in the period ended December 31, 2017 is recorded. This is primarily due to the change in valuation allowance offsets a net benefit or expense for the corporate rate reduction. Open federal tax years are July 31, 2015, July 31, 2016, July 31, 2017, December 31, 2017, and December 21, 2018. Open state tax years are July 31, 2014, July 31, 2015, July 31, 2016, July 31, 2017, December 31, 2017 and December 31, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 7, 2020, the Company granted options to employees to purchase 78,800 shares of the Company’s Common Stock at an exercise price of $13.60 per share, which represents the per share closing price of the Company’s Common Stock on the dates of grant. These options were issued under the 2017 Plan and have a ten year term. The options vest as follows: 1/48th of the option shares vest every month on the anniversary of the grant date. On January 7, 2020, the Company also issued restricted common shares to certain employees for 26,600 shares of the Company’s Common Stock. The price of the Company's common stock on the date of issuance was $13.60 per share. The restricted stock options (RSU) were issued under the 2017 Plan. The RSU's vest 25% each year for the next four years on the anniversary of the grant date. From January 1 through March 2, 2020, the Company issued a total of 52,157 shares of Common Stock in connection with stock option and stock warrant exercises. As a result of the stock option and warrant exercises, the Company received aggregate proceeds of $ 490,000 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying 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 Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | The consolidated financial statements have been prepared in accordance with GAAP and include the accounts for the Company and its wholly-owned subsidiary, Opiant Pharmaceuticals UK Limited. All inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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 $31.0 million , and $24.6 million at December 31, 2019 and December 31, 2018 . The Company maintains cash balances at financial institutions insured up to $250,000 by the Federal Deposit Insurance Corporation ("FDIC") and as of December 31, 2019 maintains the majority of its cash balances in money market funds not insured by the FDIC. The Company also transfers certain daily available cash balances to an overnight account which earns interest and the amounts are not insured by the FDIC. Balances in the United Kingdom are insured up to £85,000 by the Financial Services Compensation Scheme (United Kingdom Equivalent). Although the Company’s cash balances exceeded these insured amounts, the Company has not experienced any losses on its cash and cash equivalents for the periods presented. |
Accounts Receivable | The Company routinely assesses the recoverability of receivables to determine collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company determines its allowance for doubtful accounts by considering such factors as the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole. The Company has evaluated its accounts receivable history and determined that no allowance for doubtful accounts is required for the years ended December 31, 2019 and 2018. At December 31, 2019 and 2018 the Company's accounts receivable were primarily concentrated with one party, Adapt. |
Long-Lived Assets | The Company follows ASC 360, Property, Plant, and Equipment , for its fixed assets. Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over estimated useful lives ( 3 to 7 years ). The Company’s capitalizes all asset purchases greater than $2,500 having a useful life greater than one year. The Company follows ASC 350, Intangibles – Goodwill and Other for its intellectual property asset. Intellectual property consists of patents which are stated at their fair value acquisition cost. Amortization is calculated by the straight-line method over their estimated useful lives ( 20 years ). The Company recorded depreciation and amortization of $ 60,809 and $2,556 for the years ended December 31, 2019 and 2018, respectively. Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did no t recognize any impairment losses for any years presented. |
Earnings (Loss) per Share | The Company follows ASC 260, Earnings 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 consolidated financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. |
Research and Development Costs | The Company follows ASC 730, Research and Development , and expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation |
Foreign Currency Translation | The Company’s functional and reporting currency is the United States dollar. Transactions occur in British Pounds and management has adopted ASC 830, Foreign Currency Translation Matters . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. |
Stock-Based Compensation | ASC 718 Compensation – Stock Compensation prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). In June 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to non-employees with the guidance applicable to grants to employees. Under this new standard, equity-classified share-based payment awards issued to non-employees will be measured on the grant date, instead of the current requirement to remeasure the awards through the performance completion date. Further, compensation cost for awards with performance conditions will be recognized when it is probable the conditions will be achieved, rather than upon actual achievement of the conditions. The Company adopted this standard January 1, 2019. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. |
Fair Value of Financial Instruments | ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1)market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. |
Related Parties | The Company follows ASC 850, Related Party Disclosures , for the identification of related parties and disclosure of related party transactions. Related party balances as of December 31, 2019 and 2018 were zero . The Company uses office space free of charge from related parties (see Note 4 - Related Party Transactions). |
Revenue Recognition | The Company generates a large majority of revenue from the agreement with Adapt. During the year ended December 31, 2019, the Company recognized 93% of revenue from its agreement with Adapt. In May 2014, the FASB issued an accounting standard update (‘ASU”), 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On January 1, 2018, the Company adopted the new Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers using the modified retrospective method, and the Company determined the new guidance does not change the Company's policy of revenue recognition. The Company's primary source of revenue is through the recognition of royalty and milestone payments from Adapt. Milestone revenue is recognized upon successful accomplishment of certain sales targets set forth in the Adapt Agreement. Royalty revenue is determined based on the agreed upon royalty rate applied to NARCAN sales reported by Adapt. There are no performance obligations by the Company and the Company recognizes revenue according to the royalty report provided by Adapt on quarterly basis. In regards to treatment revenue, the Company received certain investments from investors in return for an interest in its existing treatments. Investors carry an option to exchange investment into shares of the Company. Revenue is deferred until such time that the option expires or milestones are achieved that eliminate the investor’s right to exercise the option. Once the option has expired, the Company determined its performance obligations under the agreement which typically is to perform R&D services related to treatments and recognizes revenue over a period of time which is usually the expected research and development period. The treatment revenue is disaggregated by program treatments. (See Note 8 to the Consolidated Financial Statements - Deferred Revenue). In June 2018, the FASB issued guidance clarifying the revenue recognition and measurement issues for grants, contracts, and similar arrangements, ASU Topic 958. Government grants and contracts 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 has evaluated its grant with NIH and contract with BARDA and determined they are non-exchange transactions and fall within the scope of ASU 958, and revenue should be recognized in accordance with Topic 958 guidance. Accordingly, the Company recognizes revenue from its grant and contract in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Licensing Agreement Pursuant to the Adapt Agreement, the Company provided a global license to develop and commercialize the Company’s intranasal naloxone opioid overdose reversal treatment, now known as NARCAN®. On December 15, 2014, the Company entered into a License Agreement with Adapt. Pursuant to the License Agreement, we provided a global license to develop and commercialize our intranasal naloxone opioid overdose reversal treatment, now known as NARCAN®. In addition, on the SWK Closing Date, in connection with the SWK Purchase Agreement, as disclosed below, we entered into the Adapt Amendment which amends the terms of the License Agreement relating to the grant of a commercial sublicense outside of the United States and diligence efforts for commercialization of our Opioid Overdose Reversal Treatment Product. Under the terms of the Adapt Amendment, Adapt is required to use commercially reasonable efforts to commercialize the Opioid Overdose Reversal Treatment Product in the United States In the event that Adapt wishes to grant a commercial sublicense to a third party in the European Union or the United Kingdom, we have agreed to negotiate an additional amendment to the License Agreement to include reduced financial terms with respect to the commercial sublicense. The Company also receives payments upon reaching various sales and regulatory milestones, as well as royalty payments for commercial sales of NARCAN® generated by Adapt. During the years ended December 31, 2019 and 2018, the Company recognized royalty and milestone revenue of $ 37.6 million and $13.3 million , respectively. Interest in Treatments With respect to investments in interests in treatments, if an agreement provides an option that allows the investor in the treatment to convert an interest in a treatment into shares of Common Stock of the Company, then revenue is deferred until such time that the option expires or milestones are achieved that eliminate the investor’s right to exercise the option. Upon expiration of the exercise option, the deliverables of the arrangement are reviewed and evaluated under ASC 606. In the event the investor chooses to convert interests into shares of Common Stock, that transaction will be accounted for similar to a sale of shares of Common Stock for cash. |
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In February 2016, the FASB issued ASU 2016-02, "Leases" (Topic 842). The new standard requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The standard is effective on January 1, 2019, with early adoption permitted. The Company adopted the new standard on January 1, 2019 using the modified retrospective method. As part of the adoption, the Company elected to utilize the package of practical expedients included in this guidance, which permitted the Company to not reassess (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) the initial direct costs for existing leases. In conjunction with the adoption of the new lease standard, the Company adopted the following policy; an election not to recognize short-term leases (i.e., a lease that is less than 12 months and contains no purchase option) within the Consolidated Balance Sheets, with the expense related to these short-term leases recorded within total operating expenses within the Consolidated Statements of Operations. In June 2018, the FASB issued ASU No. 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting," ("ASU 2018-07"), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for financial statements issued for annual periods beginning after December 15, 2018, and for the interim periods therein. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. In 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This new standard permits entities to reclassify to retained earnings the tax effects stranded in accumulated other comprehensive income ("AOCI") as a result of U.S. tax reform. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (ASU No. 2018-15). The new standard describes the accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement (CCA). Under the new guidance, customers will assess if a CCA includes a software license and if a CCA does include a software license, implementation and set-up costs will be accounted for consistent with existing internal-use software implementation guidance. Implementation costs associated with a CCA that does not include a software license would be expensed to operating expenses. The standard also provides classification guidance on these implementation costs as well as additional quantitative and qualitative disclosures. The standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company will adopt this ASU effective January 1, 2020 using the prospective method and does not expect a material impact on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, as of December 31, 2019 and 2018: Year Ended Year Ended Numerator: December 31, 2019 December 31, 2018 Net Income (loss) $ 11,593,050 $ (21,195,316 ) Denominator: Denominator for basic income (loss) per share - weighted average shares 4,018,464 2,985,335 Effect of dilutive securities: Stock options and warrants 1,323,914 — Denominator for diluted income (loss) per share 5,342,378 2,985,335 Income (loss) per share - Basic $ 2.88 $ (7.10 ) Income (loss) per share - Diluted $ 2.17 $ (7.10 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Operating Leases | The following table summarizes information related to the Company's two operating leases and are included in the Company's Balance Sheet as of December 31, 2019. Balance Sheet descriptions Assets: (in thousands) Right of use assets - operating leases $ 768 Liabilities: Operating leases - current $ 517 Operating leases - long term 255 Total lease liabilities $ 772 |
Summary of Components of Operating Lease Cost | The following table summarizes the components of operating lease cost for the year ended December 31, 2019. Lease costs (in thousands) Operating expenses - lease costs $ 177 |
Maturity of Operating Lease Liabilities | As of December 31, 2019, future minimum operating leases payments related to the Company’s operating lease liabilities were as follows: (in thousands) 2020 $ 542 2021 287 Total lease payments 829 Less imputed interest (57 ) Present value of operating lease liabilities $ 772 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | Current and long-term deferred revenue are detailed in the following table: Deferred Revenue (in thousands) NIH Grant BED Total Current portion $ 918 $ — $ 918 Long-term portion — — — Total $ 918 $ — $ 918 The following is a summary of the Company’s deferred revenue activity for the year ended December 31, 2019 and 2018: (in thousands) NIH Grant BED Total Balance as of December 31, 2017 $ — $ 895 $ 2,495 Cash Received NIH 1,000 — 1,000 Converted to Equity — — (1,600 ) Recognized as revenue (432 ) (251 ) (683 ) Balance as of December 31, 2018 $ 568 $ 644 $ 1,212 Cash Received NIH 2,400 — 2,400 Recognized as revenue (2,050 ) (644 ) (2,694 ) Balance as of December 31, 2019 $ 918 $ — $ 918 |
Royalty Payable (Tables)
Royalty Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Royalty Payable | The following table sets forth the royalty payable to certain investors as of December 31, 2019 and 2018: (in thousands) Net Profit % December 31, 2019 December 31, 2018 Potomac 10.2% $ 698 $ 422 LYL 5.0% 341 206 Welmers 1.5% 103 62 Foundation 6.0% 410 248 Pendergast 1.0% 68 60 Royalty payable 23.7% $ 1,620 $ 998 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Assumptions Used in the Valuation | The assumptions used in the valuation of options granted under the 2017 Plan during the years ended December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Market value of stock on measurement date $11.26 to $15.65 $14.31 to $24.84 Risk-free interest rate 1.67 % to 2.57% 2.47 % to 3.05% Dividend yield — % — % Volatility factor 104% to 139% 121% to 324% Term (years) 5.5 to 6.25 5.5 to 10.0 |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity for options granted under the 2017 Plan during the years ended December 31, 2019 and 2018 is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 174,000 $ 34.78 9.71 $ 14,430 Granted 196,550 $ 23.26 Expired — Forfeited (27,000 ) $ 24.84 Balance at December 31, 2018 343,550 $ 28.97 8.95 840 Granted 193,700 $ 13.82 Expired — Forfeited (45,300 ) $ 17.90 Balance at December 31, 2019 491,950 $ 24.08 8.43 $ 81,888 Stock option activity for the Pre-2017 Non-Qualified Stock Options for the years ended December 31, 2019 and 2018, is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 2,980,500 $ 7.33 7.06 $ 46,606,210 Exercised (95,000 ) $ 8.24 Forfeited — $ — Outstanding at December 31, 2018 2,885,500 $ 7.30 6.04 $ 20,633,100 Exercised (379,167 ) $ 9.03 Forfeited (5,833 ) $ 10.00 Outstanding at December 31, 2019 2,500,500 $ 7.03 5.05 $ 18,426,235 Exercisable at December 31, 2019 2,454,390 $ 6.98 5.10 $ 18,212,329 |
Schedule of Nonvested Share Activity | A summary of the status of the Company's vested and non-vested Pre-2017 Non-Qualified Stock Options as of December 31, 2019 and 2018, are presented below: Number of Weighted Average Vested at December 31, 2018 150,552 $ 7.92 Non-vested at December 31, 2018 138,350 $ 7.84 Vested at December 31, 2019 86,407 $ 7.84 Non-vested at December 31, 2019 46,110 $ 7.71 A summary of the status of the Company’s vested and non-vested options granted under the 2017 Plan as of December 31, 2019 and 2018 are presented in the following table: Number of Weighted Average Non-vested at December 31, 2018 288,047 $ 27.62 Vested at December 31, 2018 55,503 $ 34.66 Non-vested at December 31, 2019 299,590 $ 20.35 Vested at December 31, 2019 192,360 $ 27.67 |
Schedule of Nonvested Restricted Stock Units Activity | Restricted stock activity during the year ended December 31, 2019 is presented in the following table. Number of Shares Grant Date Fair Value Per Share Restricted stock units outstanding and non-vested 27,000 $ 14.51 |
Schedule of Share-based Compensation, Warrant Activity | Warrant activity for the years ended December 31, 2019 and 2018 is presented in the table below: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 357,010 $ 9.78 5.57 $ 4,708,020 Exercised (3,400 ) $ 10.00 Outstanding at December 31, 2018 353,610 $ 9.78 4.60 $ 1,651,165 Exercised (11,000 ) $ 10.00 Outstanding at December 31, 2019 342,610 $ 9.77 3.71 $ 1,585,084 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to the net loss before provision for income taxes for the following reasons: December 31, 2019 December 31, 2018 Net loss before taxes at statutory rate $ 2,852,268 $ (6,015,352 ) Permanent items 717,020 1,471,275 Temporary items (2,169,777 ) 2,444,934 Income tax expense at statutory rate 1,399,511 (2,099,143 ) Valuation allowance (1,576,746 ) 2,150,426 Income tax expense per books $ (177,235 ) $ 51,283 |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of: December 31, 2019 December 31, 2018 Net operating loss carryover at statutory rate $ 3,960,658 $ 5,753,943 Stock-based compensation expense 3,056,099 4,939,759 Fixed asset depreciation (24,681 ) — Intangibles amortization (997 ) (1,148 ) Other 103,604 2,046,961 Total $ 7,094,683 $ 12,739,515 Valuation allowance $ (7,094,683 ) $ (12,739,515 ) Net deferred tax asset $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - $ / shares | Oct. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Opiant Pharmaceuticals, Inc. | |||
Business Acquisition [Line Items] | |||
Conversion of stock, shares issued (in shares) | 1 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details) - USD ($) | Sep. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net Income (loss) | $ 11,593,050 | $ (21,195,316) | |
Accumulated deficit | 62,827,616 | 74,420,666 | |
Working capital | 33,600,000 | ||
Proceeds from exercise warrant | $ 2,675,420 | $ 34,000 | |
Sale of stock, number of shares issued (in shares) | 239,270 | ||
Sale of stock, consideration received | $ 4,180,000 | ||
Sale of stock, gross proceeds | $ 4,310,000 | ||
Public Offering | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Sale of stock, number of shares issued (in shares) | 811,764 | ||
Sale of stock, price per share (in dollars per share) | $ 17 | ||
Sale of stock, consideration received | $ 13,000,000 | ||
Over-Allotment Option | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Sale of stock, number of shares issued (in shares) | 105,882 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 30,980,473 | $ 24,613,638 | |
Cash balances at financial institutions | $ 250,000 | ||
United Kingdom | |||
Cash and Cash Equivalents [Line Items] | |||
Cash balances at financial institutions | € | € 85,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized asset purchase price (greater than) | $ 2,500 | |
Finite-lived intangible asset, useful life | 20 years | |
Depreciation, Depletion and Amortization, Nonproduction | $ 60,809 | $ 2,556 |
Depreciation and amortization | 2,556 | |
Impairment of long-lived assets | $ 0 | $ 0 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Earnings (Loss) Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Potentially dilutive common stock equivalents (in shares) | 3,335,060 | |
Basic: | ||
Net Income (loss) | $ 11,593,050 | $ (21,195,316) |
Denominator: | ||
Denominator for basic income (loss) per share - weighted average shares (in shares) | 4,018,464 | 2,985,335 |
Effect of dilutive securities | ||
Stock options and warrants (in shares) | 1,323,914 | 0 |
Denominator for diluted income (loss) per share (in shares) | 5,342,378 | 2,985,335 |
Income (loss) per share - Basic (in dollars per share) | $ 2.88 | $ (7.10) |
Income (loss) per share - Diluted (in dollars per share) | $ 2.17 | $ (7.10) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Share-based compensation | $ 3,197,384 | $ 5,760,432 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities, fair value | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Related party balance | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Royalty and licensing revenue | $ 40,519,800 | $ 13,982,177 |
Revenue Benchmark | Adapt Agreement | ||
Disaggregation of Revenue [Line Items] | ||
Percent of revenue recognized | 93.00% | |
Royalty and licensing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Royalty and licensing revenue | $ 37,592,401 | $ 13,262,321 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivable | $ 7,218,367 | $ 4,489,317 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Long-term Purchase Commitment [Line Items] | ||
Prepaid expenses and other current assets | $ 1,055,816 | $ 267,623 |
Prepaid expense | 400,000 | 194,000 |
Research and Development Arrangement | ||
Long-term Purchase Commitment [Line Items] | ||
Payments to acquire in-process research and development | $ 700,000 | $ 74,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)lease | Jan. 01, 2019USD ($) | |
Leases [Abstract] | ||
Number operating leases | lease | 2 | |
Estimated incremental borrowing rate | 9.00% | |
Operating lease, weighted average discount rate, percent | 9.00% | |
Operating lease, weighted average remaining lease term | 1 year 6 months | |
Right of use assets - operating leases | $ 768,441 | $ 949,000 |
Present value of operating lease liabilities | $ 772,000 | $ 949,000 |
Leases - Balance Sheet Descript
Leases - Balance Sheet Descriptions of Operating Leases (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 |
Assets: | ||
Right of use assets - operating leases | $ 768,441 | $ 949,000 |
Liabilities: | ||
Operating leases - current | 516,931 | |
Operating leases - long term | 254,664 | |
Total lease liabilities | $ 772,000 | $ 949,000 |
Leases - Components of Operatin
Leases - Components of Operating Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating expenses - lease costs | $ 177 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 542 | |
2021 | 287 | |
Total lease payments | 829 | |
Less imputed interest | (57) | |
Present value of operating lease liabilities | $ 772 | $ 949 |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) | Sep. 30, 2019shares | Sep. 19, 2018USD ($) | Sep. 05, 2018shares | May 28, 2016USD ($) | Dec. 23, 2015USD ($) | Oct. 02, 2015USD ($) | Sep. 22, 2015USD ($) | Jul. 20, 2015USD ($) | Sep. 17, 2014USD ($)shares | Dec. 17, 2013USD ($)shares | Sep. 30, 2018shares | Mar. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Apr. 17, 2018USD ($) |
Disaggregation of Revenue [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 | ||||||||||||||
Number of shares issuable (in shares) | shares | 62,500 | 31,250 | |||||||||||||||
Recognized as revenue | $ 2,694,000 | $ 683,000 | |||||||||||||||
Issuance of common stock for cash, net of issuance costs (in shares) | shares | 11,788 | ||||||||||||||||
Grants receivable | $ 7,400,000 | ||||||||||||||||
Total Revenue | 40,519,800 | 13,982,177 | |||||||||||||||
Deferred revenue, period increase (decrease) | 2,400,000 | 1,000,000 | |||||||||||||||
Deferred revenue as a current liability | 918,272 | $ 1,212,149 | $ 918,272 | ||||||||||||||
Common Stock | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Issuance of common stock for cash, net of issuance costs (in shares) | shares | 1,051,034 | ||||||||||||||||
Valour | Common Stock | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Issuance of common stock for cash, net of issuance costs (in shares) | shares | 160,000 | 160,000 | |||||||||||||||
Within 2.5 Years | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Buyback term on ownership percentage | 2 years 6 months | ||||||||||||||||
Buyback rate | 2 | ||||||||||||||||
After 2.5 Years | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Buyback term on ownership percentage | 2 years 6 months | ||||||||||||||||
Buyback rate | 3.5 | ||||||||||||||||
Research and Development Arrangement December 17, 2013 | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Recognized as revenue | 115,900 | $ 58,000 | |||||||||||||||
Research and Development Arrangement September 17, 2014 | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Recognized as revenue | 313,700 | 156,900 | |||||||||||||||
Research and Development Arrangement July 20, 2015 | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Recognized as revenue | 214,300 | 35,700 | |||||||||||||||
Research And Development Arrangement September 19, 2018 | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Total Revenue | 234,000 | ||||||||||||||||
Grant | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Total Revenue | $ 2,000,000 | $ 432,000 | |||||||||||||||
Grant | Scenario, Forecast | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Total Revenue | $ 1,800,000 | $ 5,600,000 | |||||||||||||||
Biomedical Advanced Research and Development Authority (BARDA) | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Proceeds from funding agreement | $ 3,000,000 | ||||||||||||||||
Biomedical Advanced Research and Development Authority (BARDA) | Plan | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Proceeds from funding agreement | $ 4,600,000 |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Movement in Deferred Revenue [Roll Forward] | ||
Balance at beginning of period | $ 1,212 | $ 2,495 |
Cash Received NIH | 2,400 | 1,000 |
Converted to Equity | (1,600) | |
Recognized as revenue | (2,694) | (683) |
Balance at end of period | 918 | 1,212 |
NIH Grant | ||
Movement in Deferred Revenue [Roll Forward] | ||
Balance at beginning of period | 568 | 0 |
Cash Received NIH | 2,400 | 1,000 |
Converted to Equity | 0 | |
Recognized as revenue | (2,050) | (432) |
Balance at end of period | 918 | 568 |
BED | ||
Movement in Deferred Revenue [Roll Forward] | ||
Balance at beginning of period | 644 | 895 |
Cash Received NIH | 0 | 0 |
Converted to Equity | 0 | |
Recognized as revenue | (644) | (251) |
Balance at end of period | $ 0 | $ 644 |
Deferred Revenue - Summary Curr
Deferred Revenue - Summary Current vs. Long Term Deferred Revenue (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Disaggregation of Revenue [Line Items] | |||
Current portion | $ 918,272 | $ 1,212,149 | |
Long-term portion | 0 | ||
Total | 918,000 | 1,212,000 | $ 2,495,000 |
NIH Grant | |||
Disaggregation of Revenue [Line Items] | |||
Current portion | 918,000 | ||
Long-term portion | 0 | ||
Total | 918,000 | 568,000 | 0 |
BED | |||
Disaggregation of Revenue [Line Items] | |||
Current portion | 0 | ||
Long-term portion | 0 | ||
Total | $ 0 | $ 644,000 | $ 895,000 |
License Fee Payable (Details)
License Fee Payable (Details) - USD ($) | Mar. 18, 2019 | Mar. 01, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percent of counterparty payable offset by guarantor | 50.00% | |||||
Proceeds from milestone payments | $ 6,100,000 | |||||
License fee payment | 5,600,000 | |||||
License fees payable | $ 8,100,000 | |||||
License fees | $ 0 | $ 5,400,000 | ||||
License fees | 0 | 2,700,000 | ||||
Net sales | 40,519,800 | $ 13,982,177 | ||||
License Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percent of royalties payable under license agreement | 90.00% | |||||
Adapt | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Reduction in Milestone Payment | $ 6,250,000 | |||||
Adapt | SWK Purchase Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment to be received if requirements are met | $ 2,700,000 | |||||
Third Party Licensee | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Maximum reduction in quarterly royalty payable payments in next twelve months | $ 9,000,000 | |||||
SWK Funding LLC | SWK Purchase Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percent of royalties payable under license agreement | 10.00% | |||||
EBS | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Maximum reduction in quarterly royalty payable payments in next twelve months | $ 1,800,000 | |||||
Narcan | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License fees | $ 8,100,000 | |||||
Minimum sales requirement for milestone payment | 200,000,000 | |||||
Milestone payment to be received if requirements are met | 15,000,000 | |||||
Narcan | License Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment to be received if requirements are met | $ 13,500,000 | |||||
Narcan | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Net sales | $ 200,000,000 |
Royalty Payable (Details)
Royalty Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Royalties [Line Items] | ||
Net Profit % | 23.70% | |
Royalty payable | $ 1,620 | $ 998 |
Payments for royalties | $ 1,250 | |
Potomac | ||
Schedule of Royalties [Line Items] | ||
Net Profit % | 10.20% | |
Royalty payable | $ 698 | 422 |
LYL | ||
Schedule of Royalties [Line Items] | ||
Net Profit % | 5.00% | |
Royalty payable | $ 341 | 206 |
Welmers | ||
Schedule of Royalties [Line Items] | ||
Net Profit % | 1.50% | |
Royalty payable | $ 103 | 62 |
Foundation | ||
Schedule of Royalties [Line Items] | ||
Net Profit % | 6.00% | |
Royalty payable | $ 410 | 248 |
Pendergast | ||
Schedule of Royalties [Line Items] | ||
Net Profit % | 1.00% | |
Royalty payable | $ 68 | $ 60 |
Commitments and Contingencies -
Commitments and Contingencies - 2014 Agreement (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Commitments [Line Items] | ||||
Pay fees equivalent | 3.375% | |||
Accrued liabilities | $ 243,560 | |||
Stock issued during the period (in shares) | 11,788 | |||
Stock issued during the period | $ 16,777,666 | |||
Torreya | ||||
Other Commitments [Line Items] | ||||
Advisory fees | $ 995,370 | |||
Advisory Services | ||||
Other Commitments [Line Items] | ||||
Accrued liabilities | $ 151,000 | 151,000 | ||
Sponsor fees | $ 100,000 | $ 447,000 | ||
Stock issued during the period (in shares) | 6,498 | |||
Stock issued during the period | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Binding LOI (Details) - USD ($) | Dec. 09, 2020 | Sep. 30, 2019 | Apr. 19, 2018 | Mar. 31, 2018 | Nov. 19, 2015 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 29, 2018 |
Other Commitments [Line Items] | |||||||||
Stock issued during the period (in shares) | 11,788 | ||||||||
Stock issued during the period | $ 16,777,666 | ||||||||
Market value of stock on measurement date (in dollars per share) | $ 19.18 | ||||||||
Non-cash research and development expense | $ 9,079,351 | 8,478,817 | |||||||
Scenario, Forecast | |||||||||
Other Commitments [Line Items] | |||||||||
Non-cash research and development expense | $ 177,409 | ||||||||
Gain on settlement of liability | $ 16,503 | ||||||||
Letter of Intent | |||||||||
Other Commitments [Line Items] | |||||||||
Stock issued during the period (in shares) | 37,866 | 14,327 | |||||||
Stock issued during the period | $ 120,300 | 776,000 | |||||||
Additional stock issued during the period, upon milestones (in shares) | 37,866 | 92,634 | |||||||
Royalties received, threshold for share issuance | $ 2,000,000 | ||||||||
Net product sales milestone one | 30,000,000 | ||||||||
Net product sales milestone two | 40,000,000 | ||||||||
Net product sales milestone three | 55,000,000 | ||||||||
Net product sales milestone four | $ 75,000,000 | ||||||||
Common stock, value, to be issued | $ 726,000 | ||||||||
Letter of Intent | Research and Development Expense | |||||||||
Other Commitments [Line Items] | |||||||||
Stock issued during the period | 726,000 | ||||||||
Letter of Intent | Other Expense | |||||||||
Other Commitments [Line Items] | |||||||||
Stock issued during the period | $ 50,000 | ||||||||
Narcan | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued sales exceed amount | $ 200,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Heroin Vaccine (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2019 | |
Other Commitments [Line Items] | |||
Payments for royalties | $ 1,250,000 | ||
License Royalty Commitment | |||
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 | ||
License Royalty Commitment | Maximum | |||
Other Commitments [Line Items] | |||
Fixed milestone payments | $ 715,700 | ||
License Royalty Commitment | Minimum | |||
Other Commitments [Line Items] | |||
Payments for royalties | $ 10,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Sublease Agreement (Details) £ in Thousands, $ in Thousands | Jul. 11, 2019GBP (£) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Other Commitments [Line Items] | |||
Rent expense | £ | £ 20 | ||
Standish Management, LLC | |||
Other Commitments [Line Items] | |||
Rent expense | $ | $ 523 | $ 321 |
Commitments and Contingencies_5
Commitments and Contingencies - LYL Amendment (Details) - USD ($) | Jun. 01, 2017 | May 28, 2016 | Dec. 23, 2015 | Oct. 02, 2015 | Sep. 22, 2015 | Jul. 20, 2015 | Sep. 17, 2014 | Dec. 17, 2013 |
Other Commitments [Line Items] | ||||||||
Proceeds from funding agreement (at least) | $ 266,500 | $ 715,500 | $ 618,000 | $ 1,600,000 | $ 250,000 | $ 500,000 | $ 250,000 | |
LYL Interest Buyback Agreement | ||||||||
Other Commitments [Line Items] | ||||||||
Proceeds from funding agreement (at least) | $ 3,000,000 |
Commitments and Contingencies_6
Commitments and Contingencies - License Agreement (Details) £ in Thousands | Jul. 11, 2019GBP (£) | Jun. 22, 2017USD ($)trading_dayspayment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Other Commitments [Line Items] | ||||
License Agreement Cost | $ 250,000 | |||
Rent expense | £ | £ 20 | |||
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 | $ 1,800,000 | |||
Maximum additional commercialization milestone payments | $ 5,000,000 | |||
Termination advance notice period | 30 days | |||
Rent expense | $ 0 | $ 350,000 | ||
Supply Agreement | ||||
Other Commitments [Line Items] | ||||
Other commitment, period | 20 years | |||
Material cure period | 60 days |
Stockholder's Equity - Common S
Stockholder's Equity - Common Stock (Details) - USD ($) | Sep. 30, 2019 | Dec. 18, 2018 | Sep. 27, 2018 | Sep. 05, 2018 | Sep. 30, 2018 | Oct. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise of stock options (in shares) | 299,167 | |||||||
Stock issued during the period (in shares) | 11,788 | |||||||
Sale of stock, consideration received | $ 4,180,000 | |||||||
Proceeds from exercise of options and warrants | $ 2,675,420 | 34,000 | ||||||
Stock issued during period for services (in shares) | 38,166 | 11,788 | ||||||
Stock issued during period, value, issued for services | $ 160,906 | $ 882,232 | ||||||
Sales commission percentage | 3.00% | |||||||
Sale of stock, number of shares issued (in shares) | 239,270 | |||||||
Sale of stock, gross proceeds | $ 4,310,000 | |||||||
Exercise Price Range, $10.00 to $15.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercisable (in shares) | 80,000 | |||||||
Exercise Price, $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Proceeds from exercise of options and warrants | $ 110,000 | $ 34,000 | ||||||
Exercise Price Range, $7.25 to $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercisable (in shares) | 95,000 | |||||||
Public Offering | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Sale of stock, consideration received | $ 13,000,000 | |||||||
Sale of stock, number of shares issued (in shares) | 811,764 | |||||||
Sale of stock, price per share (in dollars per share) | $ 17 | |||||||
Over-Allotment Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Sale of stock, number of shares issued (in shares) | 105,882 | |||||||
Torreya | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Accrued liabilities | $ 100,000 | |||||||
Minimum | Exercise Price Range, $10.00 to $15.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price of options (in dollars per share) | $ 10 | |||||||
Minimum | Exercise Price Range, $7.25 to $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price of options (in dollars per share) | $ 7.25 | |||||||
Maximum | Exercise Price Range, $10.00 to $15.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price of options (in dollars per share) | $ 15 | |||||||
Maximum | Exercise Price Range, $7.25 to $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price of options (in dollars per share) | $ 10 | |||||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise of stock options (in shares) | 318,289 | 50,497 | ||||||
Stock issued during the period (in shares) | 1,051,034 | |||||||
Stock issued during period for services (in shares) | 11,788 | 44,664 | ||||||
Stock issued during period, value, issued for services | $ 782,000 | $ 12 | $ 45 | |||||
Common Stock | Exercise Price Range, $10.00 to $15.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during the period (in shares) | 19,122 | |||||||
Common Stock | Exercise Price, $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during the period (in shares) | 11,000 | 3,400 | ||||||
Common Stock | Exercise Price Range, $7.25 to $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during the period (in shares) | 50,497 | |||||||
Common Stock | Valour | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during the period (in shares) | 160,000 | 160,000 | ||||||
Common Stock | Torreya | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during the period (in shares) | 6,498 | |||||||
Warrant | Exercise Price, $10.00 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Price of warrant (in dollars per share) | $ 10 | $ 10 |
Stockholder's Equity - Stock Op
Stockholder's Equity - Stock Options (Details) - 2017 Plan - Employee Stock Option - shares | 12 Months Ended | |
Dec. 31, 2019 | Sep. 08, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum shares authorized (in shares) | 400,000 | |
Award vesting period | 4 years | |
Expiration period | 10 years | |
Shares available for future issuance (in shares) | 136,295 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Pre-2017 Non-Qualified Stock Options Outstanding (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Exercised (in shares) | (299,167) | ||
Pre-2017 Non-Qualified Stock Options | |||
Number of Shares | |||
Outstanding at beginning of period (in shares) | 2,885,500 | 2,980,500 | |
Exercised (in shares) | (379,167) | (95,000) | |
Forfeited (in shares) | (5,833) | 0 | |
Outstanding at end of period (in shares) | 2,500,500 | 2,885,500 | 2,980,500 |
Exercisable (in shares) | 2,454,390 | ||
Weighted- average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 7.30 | $ 7.33 | |
Exercised (in dollars per share) | 9.03 | 8.24 | |
Forfeited (in dollars per share) | 10 | 0 | |
Outstanding at end of period (in dollars per share) | 7.03 | $ 7.30 | $ 7.33 |
Exercisable (in dollars per share) | $ 6.98 | ||
Weighted- average Remaining Contractual Term (years) | |||
Outstanding | 5 years 18 days | 6 years 15 days | 7 years 22 days |
Exercisable | 5 years 1 month 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 18,426,235 | $ 20,633,100 | $ 46,606,210 |
Exercisable | $ 18,212,329 |
Stockholder's Equity - Schedu_2
Stockholder's Equity - Schedule of Pre-2017 Non-Qualified Stock Options Nonvested Share Activity (Details) - Pre-2017 Non-Qualified Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Vested (in shares) | (86,407) | (150,552) |
Non-vested, ending balance (in shares) | 46,110 | 138,350 |
Weighted Average Grant Date Fair Value Per Share | ||
Vested (in dollars per share) | $ 7.84 | $ 7.92 |
Non-vested, ending balance (in dollars per share) | $ 7.71 | $ 7.84 |
Stockholder's Equity - Stock _2
Stockholder's Equity - Stock Options, Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Pre-2017 Non-Qualified Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 1,235 | |
2017 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | 2,400,000 | |
Employee Stock Option | Pre-2017 Non-Qualified Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 200,000 | $ 900,000 |
Employee Stock Option | 2017 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 3,000,000 | $ 4,900,000 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 68,000 |
Stockholder's Equity - Schedu_3
Stockholder's Equity - Schedule of 2017 Plan Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 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 | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.67% | 2.47% | |
Risk-free interest rate, maximum | 2.57% | 3.05% | |
Dividend yield | 0.00% | 0.00% | |
Volatility factor, minimum | 104.00% | 121.00% | |
Volatility factor, maximum | 139.00% | 324.00% | |
2017 Plan | Employee Stock Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Market value of stock on measurement date (in dollars per share) | $ 11.26 | $ 14.31 | |
Term (years) | 5 years 6 months | 5 years 6 months | |
2017 Plan | Employee Stock Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Market value of stock on measurement date (in dollars per share) | $ 15.65 | $ 24.84 | |
Term (years) | 6 years 2 months 30 days | 10 years |
Stockholder's Equity - Schedu_4
Stockholder's Equity - Schedule of 2017 Plan Options Outstanding (Details) - 2017 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 343,550 | 174,000 | |
Granted (in shares) | (193,700) | (196,550) | |
Expired (in shares) | 0 | 0 | |
Forfeited (in shares) | (45,300) | (27,000) | |
Outstanding at end of period (in shares) | 491,950 | 343,550 | 174,000 |
Weighted- average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 28.97 | $ 34.78 | |
Granted (in dollars per share) | 13.82 | 23.26 | |
Forfeited (in dollars per share) | 17.90 | 24.84 | |
Outstanding at end of period (in dollars per share) | $ 24.08 | $ 28.97 | $ 34.78 |
Weighted- average Remaining Contractual Term (years) | |||
Outstanding | 8 years 5 months 5 days | 8 years 11 months 12 days | 9 years 8 months 16 days |
Aggregate Intrinsic Value | |||
Outstanding | $ 81,888 | $ 840 | $ 14,430 |
Stockholder's Equity - Schedu_5
Stockholder's Equity - Schedule of 2017 Nonvested Share Activity (Details) - 2017 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Non-vested, beginning balance (in shares) | 288,047 | |
Vested (in shares) | 192,360 | 55,503 |
Non-vested, ending balance (in shares) | 299,590 | 288,047 |
Weighted Average Grant Date Fair Value Per Share | ||
Non-vested, beginning balance (in dollars per share) | $ 27.62 | |
Vested (in dollars per share) | 27.67 | $ 34.66 |
Non-vested, ending balance (in dollars per share) | $ 20.35 | $ 27.62 |
Stockholder's Equity - Schedu_6
Stockholder's Equity - Schedule of Restricted Stock Units Outstanding (Details) (Details) - Restricted Stock Units | Dec. 31, 2019$ / sharesshares |
Number of Shares | |
Restricted stock units outstanding and non-vested (in shares) | shares | 27,000,000 |
Grant Date Fair Value Per Share | |
Restricted stock units outstanding and non-vested (in dollars per share) | $ / shares | $ 14.51 |
Stockholder's Equity - Schedu_7
Stockholder's Equity - Schedule of Warrants Outstanding (Details) - Warrant - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 353,610 | 357,010 | |
Exercised (in dollars per share) | (11,000) | (3,400) | |
Outstanding at end of period (in shares) | 342,610 | 353,610 | 357,010 |
Grant Date Fair Value Per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 9.78 | $ 9.78 | |
Exercised (in dollars per share) | 10 | 10 | |
Outstanding at end of period (in dollars per share) | $ 9.77 | $ 9.78 | $ 9.78 |
Weighted- average Remaining Contractual Term (years) | |||
Outstanding | 3 years 8 months 16 days | 4 years 7 months 6 days | 5 years 6 months 26 days |
Aggregate Intrinsic Value | |||
Outstanding | $ 1,585,084 | $ 1,651,165 | $ 4,708,020 |
Sale of Royalties (Details)
Sale of Royalties (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SWK Purchase Agreement | SWK Funding LLC | ||
Debt Instrument [Line Items] | ||
Royalty revenue, percent received upon milestone payment | 10.00% | 10.00% |
Potomac Amendment (Details)
Potomac Amendment (Details) | Apr. 12, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2017USD ($) |
Investments, All Other Investments [Line Items] | ||||
General and administrative | $ 12,197,111 | $ 11,477,701 | ||
Potomac Amendment Agreement 3 | ||||
Investments, All Other Investments [Line Items] | ||||
Term of investment agreement | 5 years | |||
Price of right to buy back interest | $ 500,000 | |||
Percent of interest | 0.98% | |||
Earliest period of notice | 3 years 3 months | |||
Payment ratio | 1.8 | |||
Period of payment after notice | 10 days | |||
Latest period of notice, payment ratio | 3.15 | |||
Potomac Amendment Agreement 4 | ||||
Investments, All Other Investments [Line Items] | ||||
Term of investment agreement | 5 years | |||
Price of right to buy back interest | $ 500,000 | |||
Percent of interest | 0.98% | |||
Earliest period of notice | 3 years 3 months | |||
Payment ratio | 1.8 | |||
Period of payment after notice | 10 days | |||
Potomac Amendment Agreement 5 | ||||
Investments, All Other Investments [Line Items] | ||||
Term of investment agreement | 5 years | |||
Price of right to buy back interest | $ 500,000 | |||
Percent of interest | 0.75% | |||
Earliest period of notice | 3 years 3 months | |||
Payment ratio | 1.8 | |||
Period of payment after notice | 10 days | |||
Latest period of notice, payment ratio | 3.15 | |||
Potomac Amendment Agreement 5, Additional | ||||
Investments, All Other Investments [Line Items] | ||||
Term of investment agreement | 5 years | |||
Price of right to buy back interest | $ 500,000 | |||
Percent of interest | 0.75% | |||
Earliest period of notice | 3 years 3 months | |||
Payment ratio | 1.8 | |||
Period of payment after notice | 10 days | |||
Latest period of notice, payment ratio | 3.15 | |||
Additional investment option | $ 1,000,000 | |||
Potomac Amendment | ||||
Investments, All Other Investments [Line Items] | ||||
Term of investment agreement | 4 years | |||
Price of right to buy back interest | $ 382,875 | |||
Percent of interest | 2.5525% | |||
Earliest period of notice | 2 years 6 months | |||
Payment ratio | 2 | |||
Period of payment after notice | 10 days | |||
Latest period of notice, payment ratio | 3.5 | |||
Payment period | 15 days | |||
General and administrative | $ 159,500 | |||
Counterparty right of net profit percentage | 2.5525% | |||
Counterparty right of net proceeds upon divestiture | 2.5525% | |||
Minimum payment receivable | $ 765,500 | |||
Net profit determination, percent of actual amounts received | 2.5525% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 07, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Mar. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Proceeds from exercise warrant | $ 2,675,420 | $ 34,000 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Options granted (in shares) | 78,800 | 37,000 | 52,157 | |||
Granted (in dollars per share) | $ 13.60 | |||||
Proceeds from exercise warrant | $ 460,000 | $ 490,000 | ||||
Proceeds from stock options exercised | $ 460,000 | $ 460,000 | ||||
Subsequent Event | Employee Stock Option | ||||||
Subsequent Event [Line Items] | ||||||
Expiration period | 10 years | |||||
Subsequent Event | Restricted Stock | ||||||
Subsequent Event [Line Items] | ||||||
Granted (in dollars per share) | $ 13.60 | |||||
Equity instruments granted (in shares) | 26,600 | |||||
Subsequent Event | Restricted Stock | Tranche One | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% | |||||
Subsequent Event | Restricted Stock | Tranche Two | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% | |||||
Subsequent Event | Restricted Stock | Tranche Three | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% | |||||
Subsequent Event | Restricted Stock | Tranche Four | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting rights, percentage | 25.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 21,737,936 | |
Income Tax Reconciliation | ||
Net loss before taxes at statutory rate | 2,852,268 | $ (6,015,352) |
Permanent items | 717,020 | 1,471,275 |
Temporary items | (2,169,777) | 2,444,934 |
Income tax expense at statutory rate | 1,399,511 | (2,099,143) |
Valuation allowance | (1,576,746) | 2,150,426 |
Income tax expense per books | (177,235) | 51,283 |
Deferred Tax Assets Components | ||
Net operating loss carryover at statutory rate | 3,960,658 | 5,753,943 |
Stock-based compensation expense | 3,056,099 | 4,939,759 |
Fixed asset depreciation | (24,681) | 0 |
Intangibles amortization | (997) | (1,148) |
Other | 103,604 | 2,046,961 |
Total | 7,094,683 | 12,739,515 |
Valuation allowance | (7,094,683) | (12,739,515) |
Net deferred tax asset | 0 | 0 |
Unrecognized tax benefits | $ 0 | $ 0 |