Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ADAMIS PHARMACEUTICALS CORPORATION | |
Entity Central Index Key | 887,247 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,103,744 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 4,426,883 | $ 4,080,648 |
Prepaid Expenses and Other Current Assets | 567,440 | 70,985 |
Total Current Assets | 4,994,323 | 4,151,633 |
LONG TERM ASSETS | ||
Security Deposits | 85,000 | 85,000 |
Intangible Assets, net | 7,524,242 | 7,766,960 |
Equipment, net | 53,405 | 58,260 |
Total Assets | 12,656,970 | 12,061,853 |
CURRENT LIABILITIES | ||
Accounts Payable | 1,509,999 | 497,794 |
Accrued Other Expenses | 332,156 | 214,036 |
Accrued Bonuses | 241,335 | 478,274 |
Warrants, at fair value | 1,503,655 | 1,174,312 |
Warrant Derivative Liabilities, at fair value | 374,541 | 383,404 |
Total Liabilities | 3,961,686 | $ 2,747,820 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock - Par Value $.0001; 10,000,000 Shares Authorized; Series A Convertible: 1,009,021 Issued and Outstanding at March 31, 2016 and December 31, 2015, Respectively; Series A-1 Convertible: 1,183,432 and Zero Shares Issued and Outstanding at March 31, 2016 and December 31, 2015, Respectively | 219 | $ 101 |
Common Stock - Par Value $.0001; 100,000,000 Shares Authorized; 13,766,601 and 13,739,199 Issued, 13,459,061 and 13,431,659 Outstanding, Respectively | 1,377 | 1,374 |
Additional Paid-in Capital | 84,128,764 | 78,339,143 |
Accumulated Deficit | (75,429,847) | (69,021,356) |
Treasury Stock - 307,540 Shares, at cost | (5,229) | (5,229) |
Total Stockholders' Equity | 8,695,284 | 9,314,033 |
Total Liabilities and Stockholders' Equity | $ 12,656,970 | $ 12,061,853 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 13,766,601 | 13,739,199 |
Common Stock, Shares Outstanding | 13,459,061 | 13,431,659 |
Treasury Stock, Shares | 307,540 | 307,540 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 1,009,021 | 1,009,021 |
Preferred Stock, Shares Outstanding | 1,009,021 | 1,009,021 |
Series A-1 Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 1,183,432 | 0 |
Preferred Stock, Shares Outstanding | 1,183,432 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | $ 2,616,384 | $ 2,793,546 |
RESEARCH AND DEVELOPMENT | 3,400,820 | 1,355,323 |
Loss from Operations | (6,017,204) | (4,148,869) |
OTHER INCOME (EXPENSE) | ||
Change in Fair Value of Warrant Liability | (382,722) | 1,092,058 |
Change in Fair Value of Warrant Derivative Liabilities | (8,565) | (84,895) |
Total Other Income (Expense) | (391,287) | 1,007,163 |
Net (Loss) | $ (6,408,491) | $ (3,141,706) |
Basic and Diluted (Loss) Per Share: | ||
Basic (Loss) Per Share | $ (0.48) | $ (0.24) |
Basic Weighted Average Shares Outstanding | 13,444,500 | 12,828,124 |
Diluted (Loss) Per Share | $ (0.48) | $ (0.32) |
Diluted Weighted Average Shares Outstanding | 13,444,500 | 13,086,290 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) | $ (6,408,491) | $ (3,141,706) |
Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Operating Activities: | ||
Stock Based Compensation | $ 702,286 | 480,829 |
Stock Issued in Exchanged of Services | 25,002 | |
Change in Fair Value of Warrants | $ 382,722 | (1,092,058) |
Change in Fair Value of Warrant Derivative Liabilities | 8,565 | 84,895 |
Depreciation and Amortization Expense | 247,572 | 247,571 |
(Increase) Decrease in: | ||
Prepaid Expenses and Other Current Assets | (496,455) | 103,516 |
Increase (Decrease) in: | ||
Accounts Payable | 1,012,205 | 190,202 |
Accrued Other Expenses and Bonuses | (118,819) | (70,976) |
Net Cash (Used in) Operating Activities | (4,670,415) | (3,172,725) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Issuance of Common Stock, net of issuance cost | 10,565,972 | |
Proceeds from Issuance of Preferred Stock and Warrants, net of issuance cost | 4,927,760 | |
Proceeds from Exercise of Warrants | 88,890 | 75,589 |
Net Cash Provided by Financing Activities | 5,016,650 | 10,641,561 |
Increase in Cash | 346,235 | 7,468,836 |
Cash: | ||
Beginning | 4,080,648 | 3,774,665 |
Ending | 4,426,883 | 11,243,501 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash Paid for Income Taxes | 2,400 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES | ||
Release of Warrants Liability Upon Exercise | $ 70,807 | $ 230,332 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Basis Of Presentation | |
Basis of Presentation | Note 1: Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Articles 8 and 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments and the elimination of intercompany accounts) considered necessary for a fair statement of all periods presented. The results of Adamis Pharmaceuticals Corporation’s operations for any interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2015. In January 2016, two wholly owned subsidiaries of Adamis Corporation, Adamis Viral Therapies, Inc., or Adamis Viral, and Adamis Laboratories, Inc., or Adamis Labs, effected a short-form merger, pursuant to which Adamis Viral and Adamis Labs merged with and into Adamis Corporation, with Adamis Corporation remaining as the surviving corporation. Liquidity and Capital Resources Our cash was $4,426,883 and $4,080,648 at March 31, 2016 and December 31, 2015, respectively. We prepared the condensed consolidated financial statements assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. In preparing these condensed consolidated financial statements, consideration was given to the Company’s future business as described below, which may preclude the Company from realizing the value of certain assets. The Company has significant operating cash flow deficiencies. Additionally, the Company will need significant funding for future operations and the expenditures that will be required to conduct the clinical and regulatory work to develop the Company’s product candidates, commercially launch any products that may be approved by applicable regulatory authorities, to market and sell products and otherwise support the Company's intended business activities. Management’s plans include attempting to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions, in order to satisfy existing obligations, liabilities and future working capital needs, to build working capital reserves, to fund the Company’s research and development projects and to support the operations of the newly acquired company, U.S. Compounding, Inc. ("USC"). There is no assurance that the Company will be successful in obtaining the necessary funding to meet its business objectives. As we have previously disclosed in our SEC filings, in connection with our acquisition of USC and the transactions contemplated by the merger agreement relating to the USC transaction, we assumed approximately $5,722,500 principal amount of debt obligations under certain loan agreements and related agreements and documents of USC and certain related entities (the “Existing Loan Documents”), and agreed to become an additional co-borrower under such Existing Loan Documents. The borrowers under these Existing Loan Documents, which include USC and us, among other parties, are required to make current periodic interest and principal payments under the Existing Loan Documents, in an amount of approximately $32,000 per month. We also entered into a loan and security agreement with the lender under the Existing Loan Documents, Bear State Bank, N.A. (the “Lender” or the “Bank”), pursuant to which we may borrow up to an aggregate of $2,000,000 to provide working capital to USC, subject to the terms and conditions of the loan agreement. Interest on amounts borrowed under our loan agreement with the Bank accrues at a rate equal to the prime interest rate, as defined in the agreement. Interest payments are required to be made quarterly. The entire outstanding principal balance, and all accrued and unpaid interest and all other sums payable pursuant to the loan documents, are due and payable on March 1, 2017, or sooner upon the occurrence of certain events as provided in the loan agreement and related documents. Our obligations under our loan agreement are secured by certain collateral, including without limitation our interest in amounts that we have loaned to USC, and a warrant that we issued to the Bank to purchase up to 1,000,000 shares of our common stock at an exercise price equal to par value per share, exercisable only if we are in default under the loan agreement or related loan documents. Basic and Diluted (Loss) per Share The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. The diluted loss per share calculation is based on the treasury stock method and gives effect to dilutive options, warrants, convertible notes, convertible preferred stock and other potential dilutive common stock. Except as noted below, the effect of common stock equivalents was anti-dilutive and was excluded from the calculation of weighted average shares outstanding. Potential dilutive securities, which are not included in dilutive weighted average shares for the three months ended March 31, 2016 and March 31, 2015 consist of outstanding equity classified warrants (2,914,300 and 1,730,868, respectively), outstanding options (3,101,830 and 2,032,885, respectively), outstanding restricted stock units (5,590 and 11,184, respectively), and convertible preferred stock (2,192,453 and 1,009,021, respectively). The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of liability classified equity securities and the presumed exercise of such securities are dilutive to loss per share for the period, an adjustment to net loss used in the calculation is required to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any, under the treasury stock method. Accordingly, the Company considered the impact of the warrants from the June 2013 private placement (see Note 4) on the calculation of the diluted earnings per share. The Company recognized a loss on change in fair value of the warrant liabilities which resulted in an anti-dilutive impact in the first quarter of 2016. For the Three For the Three Loss per Share - Basic Numerator for basic loss per share $ (6,408,491 ) $ (3,141,706 ) Denominator for basic loss per share 13,444,500 12,828,124 Loss per common share - basic $ (0.48 ) $ (0.24 ) Loss per Share - Diluted Numerator for basic loss per share $ (6,408,491 ) $ (3,141,706 ) Adjust: Change in Fair Value of Warrant Liability — (1,092,058 ) Adjust: Change in Fair Value Warrant Derivative Liability — 84,895 Numerator for dilutive loss per share $ (6,408,491 ) $ (4,148,869 ) Denominator for basic loss per share 13,444,500 12,828,124 Plus: Incremental shares underlying “in the money” warrants outstanding — 258,166 Denominator for dilutive loss per share 13,444,500 13,086,290 Loss per common share - diluted $ (0.48 ) $ (0.32 ) Recent Accounting Pronouncements In April 2016, the FASB issued ASU No. 2016-10 , Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation Revenue from Contracts with Customers: Principal versus Agent Considerations |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2: Intangible Assets Intangible assets at March 31, 2016 consist of patents and intellectual property. Amortization expense was approximately $243,000 and $243,000 for the three months ended March 31, 2016 and March 31, 2015, respectively. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2016 | |
Preferred Stock | |
Preferred Stock | Note 3: Preferred Stock August 2014 Series A Preferred Stoc k and Warrants On August 19, 2014, the Company completed a private placement transaction with a small number of sophisticated investors pursuant to which the Company issued 1,418,439 shares of Series A Convertible Preferred Stock and warrants to purchase up to 1,418,439 shares of common stock. The shares of Series A Preferred and warrants were sold in units, with each unit consisting of one share and one warrant, at a purchase price of $3.525 per unit. The Series A Preferred is convertible into shares of common stock at an initial conversion rate of 1-for-1 (subject to stock splits, reverse stock splits and similar events) at any time at the discretion of the investor. The exercise price of the warrants is $3.40 per share, and the warrants are exercisable for five years. If the Company grants, issues or sells any Common Stock equivalents pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then a holder of Series A Preferred or warrants will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon conversion of the Series A Preferred or exercise of the warrants (without regard to any limitations on conversion). If the Company declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, then a holder of Series A Preferred or warrants is entitled to participate in such distribution to the same extent as if the holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series A Preferred or exercise of the warrants (without regard to any limitations on conversion). n accordance with the transaction agreements, the Company filed a registration statement with the SEC, which has been declared effective, to register the resale from time to time of shares of common stock underlying the Series A Preferred and the warrants. The warrants include call provisions giving the Company the option, subject to various conditions, to call the exercise of any or all of the 2014 warrants, by giving a call notice to the warrant holders. We may give a call notice only within (i) if a holder and its affiliates beneficially own 2% or less of our outstanding common stock, then 10 trading days after any 20‑consecutive trading day period during which the daily volume weighted average price of the common stock (the "VWAP") is not less than 250% of the exercise price for the 2014 warrants in effect for 10 out of such 20-consecutive trading day period, and (ii) if holder and its affiliates beneficially own more than 2% of the outstanding common stock, five trading days after any 30-consecutive trading day period during which the VWAP of the common stock is not less than 250% of the exercise price then in effect for 25 out of such 30-consecutive trading day period. The exercise price of the 2014 warrants is $3.40 per share, and accordingly 250% of such exercise price is $8.50 per share. During a “call period” of 30 trading days following the date on which the call notice is deemed given and effective (with the call period being extended for one trading day for each trading day during the call period during which the VWAP is less than 225% of the exercise price then in effect during the call period), a holder may exercise the 2014 warrant and purchase the called warrant shares. Subject to the foregoing and to the other provisions of the 2014 warrants, if the holder fails to timely exercise the called 2014 warrant, the Company may cancel the unexercised called warrant (or portion thereof that was called). January 2016 Series A-1 Preferred Stock and Warrants On January 26, 2016, the Company completed a private placement transaction with a small number of accredited investors pursuant to which the Company issued 1,183,432 shares of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred") and warrants to purchase up to 1,183,432 shares of common stock or Series A-1 Preferred. The shares of Series A-1 Preferred and warrants were sold in units, with each unit consisting of one share and one warrant, at a purchase price of $4.225 per unit. The Series A-1 Preferred is convertible into shares of common stock at an initial conversion rate of 1-for-1 (subject to stock splits, reverse stock splits and similar events) at any time at the discretion of the investor. The exercise price of the warrants is $4.10 per share, and the warrants are exercisable at any time over the five year term of the warrants. If the Company grants, issues or sells any Common Stock equivalents pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then a holder of Series A-1 Preferred or warrants will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon conversion of the Series A-1 Preferred or exercise of the warrants (without regard to any limitations on conversion). If the Company declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, then a holder of Series A-1 Preferred or warrants is entitled to participate in such distribution to the same extent as if the holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series A-1 Preferred or exercise of the warrants (without regard to any limitations on conversion). Gross proceeds to the Company were approximately $5,000,000 excluding transactions costs, fees and expenses. In accordance with the transaction agreements, the Company filed a registration statement with the SEC, which has been declared effective, to register the resale from time to time of shares of common stock underlying the Series A-1 Preferred and the warrants. The 2016 warrants include call provisions that are generally similar to the 2014 warrants. The exercise price of the 2016 warrants is $4.10 per share, and accordingly 250% of such exercise price is $10.25 per share. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4: Notes Payable Ben Franklin Note Biosyn, Inc., a wholly owned subsidiary of the Company, issued a note payable to Ben Franklin Technology Center of Southeastern Pennsylvania (“Ben Franklin Note”) in October 1992, in connection with funding the development of Savvy, a compound then under development to prevent the transmission of HIV/AIDS. The Ben Franklin Note was recorded at its estimated fair value of $205,000 and was assumed by the Company as an obligation in connection with its acquisition of Biosyn in 2004. The repayment terms of the non-interest bearing obligation include the remittance of an annual fixed percentage of 3.0% applied to future revenues of Biosyn, if any, until the principal balance of $777,902 (face amount) is satisfied. Under the terms of the obligation, revenues are defined to exclude the value of unrestricted research and development funding received by Biosyn from nonprofit sources. Absent a material breach of contract or other event of default, there is no obligation to repay the amounts in the absence of future Biosyn revenues. The Company accreted the discount of $572,902 against earnings using the interest rate method (approximately 46%) over the discount period of five years, which was estimated in connection with the Ben Franklin Note’s valuation at the time of the acquisition. Accounting principles generally accepted in the United States emphasize market-based measurement through the use of valuation techniques that maximize the use of observable or market-based inputs. The Ben Franklin Note’s peculiar repayment terms outlined above affects its comparability with main stream market issues and also affects its transferability. The value of the Ben Franklin Note would also be impacted by the ability to estimate Biosyn’s expected future revenues which in turn hinge largely upon future efforts to commercialize the product candidate, the results of which efforts are not known by the Company. Given the above factors and therefore the lack of market comparability, the Ben Franklin Note would be valued based on Level 3 inputs (see Note 5). As such, management has determined that the Ben Franklin Note will have no future cash flows, as we do not believe the product will create a revenue stream in the future. As a result, the Note had no fair market value at the time of the merger in April 2009 between the Company (which was then named Cellegy Pharmaceuticals, Inc.) and the corporation then-named Adamis Pharmaceuticals Corporation. Secured Convertible Promissory Notes On June 26, 2013, the Company completed the closing of a private placement financing transaction (the “Transaction”) with a small number of accredited institutional investors. Pursuant to a Subscription Agreement (the “Purchase Agreement”) and other transaction documents, we issued Secured Convertible Promissory Notes (“Secured Notes”) and common stock purchase warrants (“Warrants”) to purchase up to 764,960 shares of common stock (“Warrant Shares”), and received gross cash proceeds of $5,300,000, of which $286,349 was used to pay for transaction costs, fees and expenses. The Secured Notes had an aggregate principal amount of $6,502,158. The Secured Notes are no longer outstanding at the end of December 31, 2013. The Warrants are exercisable for a period of five years from the date of issuance. The exercise price of the Warrants was initially $12.155 per share, which was 110% of the closing price of the common stock on the day before the closing. The Warrants provide for proportional adjustment of the number and kind of securities purchasable upon exercise of the Warrants and the per share exercise price upon the occurrence of certain specified events. The exercise price of the Warrants is also subject to anti-dilution provisions providing that, with the exception of certain excluded categories of issuances and transactions, if we issue any shares of common stock or securities convertible into or exercisable for common stock, or if common stock equivalents are repriced, at an effective price per share less than the then-current exercise price, without the consent of a majority of the investors, the exercise price will be adjusted downward to equal the per share price of the securities issued or deemed issued in such transaction (and in certain instances, the number of shares issuable upon exercise of the Warrants will also be proportionately adjusted). Provided (i) there is an effective registration statement that covers resale of all of the Warrant Shares, or (ii) all of the Warrant Shares may be sold pursuant to Rule 144 upon cashless exercise without restrictions including without volume limitations or manner of sale requirements, each such event referred to as a Trigger Condition, the Company has the option to “call” the exercise of any or all of the Warrants, referred to as a Warrant Call, from time to time by giving a Call Notice to the holders, provided that the other conditions to the Company’s option to exercise a Warrant Call have been satisfied. The Company’s right to exercise a Warrant Call commences five trading days after either of the Trigger Conditions has been in effect continuously for 15 trading days and the other applicable conditions have been satisfied. A holder has the right to cancel the Warrant Call up until the date that the called Warrant Shares are actually delivered to the holder, such date referred to as the Warrant Call Delivery Date, if the Trigger Condition relied upon for the Warrant Call ceases to apply. A Call Notice may not be given within 30 days of the expiration of the term of the Warrants. In addition, a Call Notice may be given not sooner than 15 trading days after the Warrant Call Delivery Date of the immediately preceding Call Notice. The Company may give a Call Notice only within 10 trading days after any 20-consecutive trading day period during which the VWAP of the common stock is not less than 250% of the exercise price for the Warrants in effect for 10 out of such 20-consecutive trading day period. The exercise price of the Warrants at March 31, 2016, was $3.40 per share, and accordingly 250% of such exercise price is $8.50 per share. The maximum amount of Warrant Shares that may be included in a Call Notice will be reduced for the holder to the extent necessary so as to prevent the holder from exceeding the beneficial ownership limitation described in the Warrants. In addition, a Call Notice may not be given after the occurrence of an event of default. Subject to the foregoing, a holder must exercise the Warrant and purchase the called Warrant Shares within 14 trading days after the Call Date, or the Warrant will be cancelled with respect to the unexercised portion of the Warrant that was subject to the Call Notice. Call Notices generally must be given to all Warrant holders. The Warrants with the embedded call option at issuance were valued using the Binomial Option Pricing Model (“BOPM”). The estimated fair value of a single Warrant, including the call option, was $2.329 per share and the estimated value of the Warrant anti-dilution reset feature was $1.2002 per share. As a result, the Company recorded liabilities for the warrant and warrant down-round protection derivative totaling $2,398,280. The warrant and warrant derivative liabilities were revalued at March 31, 2016, see Note 5. |
Derivative Liabilities and Fair
Derivative Liabilities and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities and Fair Value Measurements | Note 5: Derivative Liabilities and Fair Value Measurements Accounting Standards Codification (“ASC”) 815 - Derivatives and Hedging, provides guidance to determine what types of instruments, or embedded features in an instrument, are considered derivatives. This guidance can affect the accounting for convertible instruments that contain provisions to protect holders from a decline in the stock price, referred to as anti-dilution or down-round protection. Down-round provisions reduce the exercise price of a convertible instrument if a company either issues equity shares for a price that is lower than the exercise price of those instruments, or issues new convertible instruments that have a lower exercise price. The Company has determined that the warrant liability and related down-round provision related to the Secured Notes should be treated as derivatives. The Company is required to report derivatives at fair value and record the fluctuations in fair value in current operations. The Company recognizes the derivative liabilities at their respective fair values at inception and on each reporting date. The Company values its financial assets and liabilities on a recurring basis and certain nonfinancial assets and nonfinancial liabilities on a nonrecurring basis based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy that prioritizes observable and unobservable inputs is used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in inactive markets; or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company recognizes derivative liabilities at their respective fair values at inception and on each reporting date. The Company utilized the BOPM to develop its assumptions for determining the fair value of the Warrants and related anti-dilution features. Key assumptions at March 31, 2016 for the Warrants discussed in Note 4 include a volatility factor of 68.0%, a dividend yield of 0%, expected life of 2.25 years and a risk free interest rate of 0.94%. The Company estimated the fair value of the Warrants, including call options, to be $2.7388 per share and the down-round protection derivative for the same Warrants was estimated at $0.6822 per share. The number of liability classified Warrants outstanding as of March 31, 2016 and December 31, 2015 were 549,020 and 575,164, respectively. As shown in the table below, carrying value of the Warrants with call options at March 31, 2016 was $1,503,655 and the carrying value of the down-round protection derivative for the same date was $374,541. During the three months ended March 31, 2016, a total of 26,144 warrants were exercised, reducing the fair value of warrants and derivative liabilities and increasing Additional Paid in Capital by $70,807. The table below provides a reconciliation of beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3): Warrant Warrants Derivative Total Balance: December 31, 2015 $ (1,174,312 ) $ (383,404 ) $ (1,557,716 ) Release of Warrant Liability Upon Exercise 53,379 17,428 70,807 Net Change in Fair Value (382,722 ) (8,565 ) (391,287 ) Balance: March 31, 2016 $ (1,503,655 ) $ (374,541 ) $ (1,878,196 ) The derivative liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair values includes various assumptions about future activities and stock price and historical volatility inputs. The following table describes the valuation techniques used to calculate fair values for assets in Level 3. There were no changes in the valuation techniques during the three months ended March 31, 2016 from December 31, 2015. Fair Value at Fair Value at Valuation Unobservable 3/31/2016 12/31/2015 Technique Input Range Warrant Derivative and Warrant Down-round $ 1,878,196 $ 1,557,716 Binomial Probability of common stock 50% Probability of reset provision 5% Significant unobservable inputs for the derivative liabilities include (1) the estimated probability of the occurrence of a down-round financing during the term over which the related warrants are exercisable, (2) the estimated magnitude of the down-round and (3) the probability of the reset provision being waived. These estimates which are unobservable in the market were utilized to value the anti-dilution features of the warrants as of March 31, 2016 and December 31, 2015. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Common Stock | Note 6: Common Stock Between January 7, 2016 and February 26, 2016, the Company issued common stock upon exercise of an investor warrant. The warrant holder exercised for cash at an exercise price of $3.40 per share. The Company received a total of approximately $89,000 and the warrant holder received 26,144 shares of common stock. In February 2016, the Company issued 1,258 shares of common stock upon exercise of options granted under the Company’s 2009 Equity Incentive Plan. The option holder utilized a cashless net exercise (based on a common stock price of $4.77 per share on the date of exercise) of a total of 16,667 stock options with an exercise price of $4.41. |
Stock Option Plans, Shares Rese
Stock Option Plans, Shares Reserved and Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plans, Shares Reserved and Warrants | Note 7: Stock Option Plans, Shares Reserved and Warrants On January 1, 2016, the number of shares reserved for the issuance of stock awards covered by the 2009 Equity Incentive Plan increased to an aggregate of 4,066,800, after adding 671,583 shares. On January 25, 2016, the Company issued options to purchase 1,005,697 shares of common stock to the officers and employees of the Company under the 2009 Equity Incentive Plan with an exercise price of $4.10 per share. The options were granted based on a guideline and not for performance during the year ended December 31, 2015 and will vest over a period of three years. These options were valued using the Black-Scholes option pricing model, the expected volatility was approximately 60% and the risk-free interest rate was approximately 1.7%, which resulted in a calculated fair value of $2,313,103. The following table summarizes the stock option activity for the three months ended March 31, 2016: 2009 Weighted Weighted Balance as of December 31, 2015 2,112,800 $ 5.60 8.05 years Options Granted 1,005,697 4.10 9.83 years Options Exercised (16,667 ) 4.41 — Options Canceled/Expired — — — Balance as of March 31, 2016 3,101,830 $ 5.12 8.50 years Exercisable at March 31, 2016 1,390,718 $ 5.50 7.40 years The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 3,101,830 and 2,112,800 stock options outstanding at March 31, 2016 and December 31, 2015 was approximately $3,678,000 and approximately $916,000, respectively. The aggregate intrinsic value of 1,390,718 and 1,173,443 stock options exercisable at March 31, 2016 and December 31, 2015 was approximately $1,386,000 and $681,000, respectively. The following table summarizes warrants outstanding at March 31, 2016: Warrant Exercise Price Date Expiration Old Adamis Warrants 58,824 $ 8.50 November 15, 2007 November 15, 2017 2013 Private Placement 571,078 $ 3.40 - $12.16 June 26, 2013 June 25, 2018 Consultant Warrants 17,647 $ 3.74 July 11, 2011 July 11, 2016 Underwriter Warrants 186,000 $ 7.44 December 12, 2013 December 12, 2018 Underwriter Warrants 27,900 $ 7.44 January 16, 2014 January 16, 2019 Preferred Stock Sale Warrants 1,418,439 $ 3.40 August 19, 2014 August 19, 2019 Preferred Stock Sale Warrants 1,183,432 $ 4.10 January 26, 2016 January 26, 2021 Total Warrants 3,463,320 At March 31, 2016, the Company has reserved shares of common stock for issuance upon exercise of outstanding options and warrants, convertible preferred stock units, and options and other awards that may be granted in the future under the 2009 Equity Incentive Plan, as follows: Warrants 3,463,320 Convertible Preferred Stock 2,192,453 2009 Equity Incentive Plan 4,066,800 Total Shares Reserved 9,722,573 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8: Subsequent Events Acquisition of U.S. Compounding, Inc. Pursuant to the terms of the Merger Agreement, 300,000 shares of the Company’s common stock issued to the principal former stockholders of USC (the “Indemnifying Stockholders”) will be held in escrow for a period of three years after the closing date in order to satisfy the indemnification obligations of the Indemnifying Stockholders under the Merger Agreement for breaches of USC’s representations, warranties, covenants and certain other matters. In addition, the persons serving as the chief executive officer and president, respectively, of USC entered into individual milestone agreements pursuant to which 750,000 of the shares issued to such stockholders will be withheld, with such shares to vest and be released annually over a period of three years after the closing date provided that such stockholder continues to be employed by USC or the Company (with certain exceptions) as of the applicable vesting date. Loan Agreements and Loan Documents. License Agreement |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Basis Of Presentation Policies | |
Basic and Diluted Net Loss Per Share | Basic and Diluted (Loss) per Share The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. The diluted loss per share calculation is based on the treasury stock method and gives effect to dilutive options, warrants, convertible notes, convertible preferred stock and other potential dilutive common stock. Except as noted below, the effect of common stock equivalents was anti-dilutive and was excluded from the calculation of weighted average shares outstanding. Potential dilutive securities, which are not included in dilutive weighted average shares for the three months ended March 31, 2016 and March 31, 2015 consist of outstanding equity classified warrants (2,914,300 and 1,730,868, respectively), outstanding options (3,101,830 and 2,032,885, respectively), outstanding restricted stock units (5,590 and 11,184, respectively), and convertible preferred stock (2,192,453 and 1,009,021, respectively). The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of liability classified equity securities and the presumed exercise of such securities are dilutive to loss per share for the period, an adjustment to net loss used in the calculation is required to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any, under the treasury stock method. Accordingly, the Company considered the impact of the warrants from the June 2013 private placement (see Note 4) on the calculation of the diluted earnings per share. The Company recognized a loss on change in fair value of the warrant liabilities which resulted in an anti-dilutive impact in the first quarter of 2016. For the Three For the Three Loss per Share - Basic Numerator for basic loss per share $ (6,408,491 ) $ (3,141,706 ) Denominator for basic loss per share 13,444,500 12,828,124 Loss per common share - basic $ (0.48 ) $ (0.24 ) Loss per Share - Diluted Numerator for basic loss per share $ (6,408,491 ) $ (3,141,706 ) Adjust: Change in Fair Value of Warrant Liability — (1,092,058 ) Adjust: Change in Fair Value Warrant Derivative Liability — 84,895 Numerator for dilutive loss per share $ (6,408,491 ) $ (4,148,869 ) Denominator for basic loss per share 13,444,500 12,828,124 Plus: Incremental shares underlying “in the money” warrants outstanding — 258,166 Denominator for dilutive loss per share 13,444,500 13,086,290 Loss per common share - diluted $ (0.48 ) $ (0.32 ) |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements In April 2016, the FASB issued ASU No. 2016-10 , Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation Revenue from Contracts with Customers: Principal versus Agent Considerations |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Basis Of Presentation Tables | |
Schedule of basic and diluted loss per share | For the Three For the Three Loss per Share - Basic Numerator for basic loss per share $ (6,408,491 ) $ (3,141,706 ) Denominator for basic loss per share 13,444,500 12,828,124 Loss per common share - basic $ (0.48 ) $ (0.24 ) Loss per Share - Diluted Numerator for basic loss per share $ (6,408,491 ) $ (3,141,706 ) Adjust: Change in Fair Value of Warrant Liability — (1,092,058 ) Adjust: Change in Fair Value Warrant Derivative Liability — 84,895 Numerator for dilutive loss per share $ (6,408,491 ) $ (4,148,869 ) Denominator for basic loss per share 13,444,500 12,828,124 Plus: Incremental shares underlying “in the money” warrants outstanding — 258,166 Denominator for dilutive loss per share 13,444,500 13,086,290 Loss per common share - diluted $ (0.48 ) $ (0.32 ) |
Derivative Liabilities and Fa16
Derivative Liabilities and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative And Fair Value Disclosure [Abstract] | |
Schedule of fair value reconciliation | The table below provides a reconciliation of beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3): Warrant Warrants Derivative Total Balance: December 31, 2015 $ (1,174,312 ) $ (383,404 ) $ (1,557,716 ) Release of Warrant Liability Upon Exercise 53,379 17,428 70,807 Net Change in Fair Value (382,722 ) (8,565 ) (391,287 ) Balance: March 31, 2016 $ (1,503,655 ) $ (374,541 ) $ (1,878,196 ) |
Schedule of valuation techniques | The following table describes the valuation techniques used to calculate fair values for assets in Level 3. There were no changes in the valuation techniques during the three months ended March 31, 2016 from December 31, 2015. Fair Value at Fair Value at Valuation Unobservable 3/31/2016 12/31/2015 Technique Input Range Warrant Derivative and Warrant Down-round $ 1,878,196 $ 1,557,716 Binomial Probability of common stock 50% Probability of reset provision 5% |
Stock Option Plans, Shares Re17
Stock Option Plans, Shares Reserved and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | The following table summarizes the stock option activity for the three months ended March 31, 2016: 2009 Weighted Weighted Balance as of December 31, 2015 2,112,800 $ 5.60 8.05 years Options Granted 1,005,697 4.10 9.83 years Options Exercised (16,667 ) 4.41 — Options Canceled/Expired — — — Balance as of March 31, 2016 3,101,830 $ 5.12 8.50 years Exercisable at March 31, 2016 1,390,718 $ 5.50 7.40 years |
Summary of warrants outstanding | The following table summarizes warrants outstanding at March 31, 2016: Warrant Exercise Price Date Expiration Old Adamis Warrants 58,824 $ 8.50 November 15, 2007 November 15, 2017 2013 Private Placement 571,078 $ 3.40 - $12.16 June 26, 2013 June 25, 2018 Consultant Warrants 17,647 $ 3.74 July 11, 2011 July 11, 2016 Underwriter Warrants 186,000 $ 7.44 December 12, 2013 December 12, 2018 Underwriter Warrants 27,900 $ 7.44 January 16, 2014 January 16, 2019 Preferred Stock Sale Warrants 1,418,439 $ 3.40 August 19, 2014 August 19, 2019 Preferred Stock Sale Warrants 1,183,432 $ 4.10 January 26, 2016 January 26, 2021 Total Warrants 3,463,320 |
Schedule of reserved shares of common stock for issuance upon conversion or exercise | At March 31, 2016, the Company has reserved shares of common stock for issuance upon exercise of outstanding options and warrants, convertible preferred stock units, and options and other awards that may be granted in the future under the 2009 Equity Incentive Plan, as follows: Warrants 3,463,320 Convertible Preferred Stock 2,192,453 2009 Equity Incentive Plan 4,066,800 Total Shares Reserved 9,722,573 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Assumption of liabilties from business acquisition | $ 5,722,500 | |
Debt payment - monthly | $ 32,000 | |
Convertible Preferred Stock [Member] | ||
Potential dilutive securities, excluded from computation of earnings | 2,192,453 | 1,009,021 |
Warrant [Member] | ||
Potential dilutive securities, excluded from computation of earnings | 2,914,300 | 1,730,868 |
Stock Option [Member] | ||
Potential dilutive securities, excluded from computation of earnings | 3,101,830 | 2,032,885 |
Restricted Stock Units RSU [Member] | ||
Potential dilutive securities, excluded from computation of earnings | 5,590 | 11,184 |
Bear State Bank, N.A. [Member] | ||
Borrowing capacity under loan and security agreement | $ 2,000,000 | |
Number of shares issuable on conversion of warrant | 1,000,000 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss per Share - Basic | ||
Numerator for loss per share | $ (6,408,491) | $ (3,141,706) |
Denominator for loss per share | 13,444,500 | 12,828,124 |
Loss per common share - basic | $ (0.48) | $ (0.24) |
Loss per Share - Diluted | ||
Adjust: Change in Fair Value of Warrant Liability | $ (1,092,058) | |
Adjust: Change in Fair Value of Warrant Derivative Liabilities | 84,895 | |
Numerator for dilutive loss per share | $ (6,408,491) | $ (4,148,869) |
Plus: Incremental shares underlying "in the money" warrants outstanding | 258,166 | |
Denominator for dilutive loss per share | 13,444,500 | 13,086,290 |
Loss per common share - diluted | $ (0.48) | $ (0.32) |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | Jan. 26, 2016USD ($)$ / sharesshares | Aug. 19, 2014$ / sharesshares |
Series A Preferred Stock [Member] | ||
Stock issued in private placement, shares | shares | 1,418,439 | |
Warrants issued with preferred stock | shares | 1,418,439 | |
Price per convertible unit | $ 3.525 | |
Conversion ratio of unit | 1 | |
Warrant exercise price | $ 3.40 | |
Expected Term | 5 years | |
Number of trading days to give call notice | 10 days | |
Number of consecutive trading days | 20 days | |
Number of trading days for benefical ownership | 5 days | |
Number of consecutive trading days for benefical ownership | 30 days | |
Number of trading days for exercise price | 25 days | |
Number of consecutive trading days for exercise price | 30 days | |
Warrant exercise price as computed with VWAP percent | $ 8.50 | |
Number of trading days of an effective call period | 30 days | |
Percentage of volume weighted average price of stock during call period | 225.00% | |
Series A Preferred Stock [Member] | Minimum [Member] | ||
Percentage of volume weighted average price of stock | 250.00% | |
Benefical ownership of company's common stock | 2.00% | |
Series A-1 Preferred Stock [Member] | ||
Stock issued in private placement, shares | shares | 1,183,432 | |
Warrants issued with preferred stock | shares | 1,183,432 | |
Price per convertible unit | $ 4.225 | |
Conversion ratio of unit | 1 | |
Gross proceeds from issuance of preferred stock | $ | $ 5,000,000 | |
Warrant exercise price | $ 4.10 | |
Expected Term | 5 years | |
Percentage of volume weighted average price of stock | 250.00% | |
Warrant exercise price as computed with VWAP percent | $ 10.25 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 243,000 | $ 243,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 26, 2013 | Dec. 31, 2004 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Warrant Derivative Liabilities, at fair value | $ 374,541 | $ 383,404 | ||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross proceeds from issuance of debt | $ 5,300,000 | |||
Warrant shares | 764,960 | |||
Finance costs | $ 286,349 | |||
Debt face amount | $ 6,502,158 | |||
Warrants exercisable period | 5 years | |||
Warrant exercise price | $ 12.155 | $ 3.40 | ||
Warrant exercise price as computed with VWAP percent | $ 8.50 | |||
Percentage of closing price compare to exercise price | 110.00% | |||
Percentage of volume weighted average price of stock | 250.00% | |||
Number of trading days to give call notice | 10 days | |||
Number of consecutive trading days | 20 days | |||
Warrants exercise, trading days after call date | 14 days | |||
Estimated fair value of warrants (in dollars per share) | $ 2.329 | |||
Warrant call commencement (trading days) | 5 days | |||
Warrant call, trigger conditions been in effect (trading days) | 15 days | |||
Warrants exercise, call notice before warrant expiration (trading days) | 30 days | |||
Warrants exercise, call notice before warrant call (trading days) | 15 days | |||
Estimated fair value of anti-dilution warrants (in dollars per share) | $ 1.2002 | |||
Change in Fair Value of Conversion Feature Liability | $ 2,398,280 | |||
Warrant Derivative Liabilities, at fair value | $ 2,398,280 | |||
Biosyn [Member] | Ben Fraklin Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 777,902 | |||
Debt fair value | $ 205,000 | |||
Annual fixed remittance | 3.00% | |||
Accretion of debt discount | $ 572,902 | |||
Discount period | 5 years | |||
Effective interest rate | 46.00% |
Derivative Liabilities and Fa23
Derivative Liabilities and Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Volatility factor | 68.00% | |
Dividend yield | 0.00% | |
Expected life | 2 years 3 months | |
Risk free interest rate | 94.00% | |
Estimated fair value of warrants including call options per share | $ 2.7388 | |
Down-round protection derivative of warrants per share | $ .6822 | |
Warrant shares outstanding | 549,020 | 575,164 |
Exercise of warrants | 26,144 | |
Increase in additional paid in capital upon warrant exercise | $ 70,807 |
Derivative Liabilities and Fa24
Derivative Liabilities and Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Reconciliation of Derivative Fair Value | |
Balance, Beginning | $ (1,557,716) |
Release of Warrant Liability Upon Exercise | 70,807 |
Net Change in Fair Value | (391,287) |
Balance, End | (1,878,196) |
Warrant Down-round Protection Derivative [Member] | |
Reconciliation of Derivative Fair Value | |
Balance, Beginning | (383,404) |
Release of Warrant Liability Upon Exercise | 17,428 |
Net Change in Fair Value | (8,565) |
Balance, End | (374,541) |
Warrant [Member] | |
Reconciliation of Derivative Fair Value | |
Balance, Beginning | (1,174,312) |
Release of Warrant Liability Upon Exercise | 53,379 |
Net Change in Fair Value | (382,722) |
Balance, End | $ (1,503,655) |
Derivative Liabilities and Fa25
Derivative Liabilities and Fair Value Measurements (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value | $ 1,878,196 | $ 1,557,716 |
Warrant Derivative And Warrant Down Round Protection Derivative Combined [Member] | Binomial Option Pricing Model [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value inputs probability of common stock issuance at price less than agreed exercise price | 50.00% | |
Fair value inputs probability of waiver of reset provision | 5.00% |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Feb. 29, 2016 | Feb. 26, 2016 | Mar. 31, 2016 | |
Class of Stock [Line Items] | |||
Common Stock Issued for Exercised Warrants | $ 89,000 | ||
Common Stock Issued for Exercised Warrants, shares | 26,144 | ||
Exercise price of warrants exercised | $ 3.40 | ||
2009 Equity Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Common Stock Issued for Exercised Options, shares | 1,258 | (16,667) | |
Stock options exercised during period in cashless exercise | 16,667 | ||
Common stock price | $ 4.77 | ||
Exercise price of exercised options | $ 4.41 | $ 4.41 |
Stock Option Plans, Shares Re27
Stock Option Plans, Shares Reserved and Warrants (Details Narrative) - 2009 Equity Incentive Plan [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Reserved shares of common stock for issuance upon exercise | 4,066,800 | |
Additional stock awards authorized | 671,583 | |
Options granted | 1,005,697 | |
Option exercise price | $ 4.10 | |
Expected volatility | 60.00% | |
Risk-free interest rate | 1.70% | |
Fair value of awards granted | $ 2,313,103 | |
Vesting period | 3 years |
Stock Option Plans, Shares Re28
Stock Option Plans, Shares Reserved and Warrants (Details Narrative 1) - 2009 Equity Incentive Plan [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value of stock options outstanding | $ 3,678,000 | $ 916,000 |
Options exercisable | 1,390,718 | 1,173,443 |
Aggregate intrinsic value of stock options exercisable | $ 1,386,000 | $ 681,000 |
Stock Option Plans, Shares Re29
Stock Option Plans, Shares Reserved and Warrants (Details) - 2009 Equity Incentive Plan [Member] - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 29, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Number of options | |||
Options outstanding, beginning | 2,112,800 | ||
Options granted | 1,005,697 | ||
Options excercised | 1,258 | (16,667) | |
Options outstanding, ending | 3,101,830 | 2,112,800 | |
Options exercisable | 1,390,718 | 1,173,443 | |
Weighted average exercise price | |||
Options outstanding, beginning | $ 5.60 | ||
Options granted | 4.10 | ||
Options exercised | $ 4.41 | 4.41 | |
Options outstanding, ending | 5.12 | $ 5.60 | |
Options exercisable | $ 5.50 | ||
Weighted average remaining contractual life | |||
Balance | 8 years 6 months | 8 years 18 days | |
Options granted | 9 years 9 months 29 days | ||
Exercisable, ending | 7 years 4 months 24 days |
Stock Option Plans, Shares Re30
Stock Option Plans, Shares Reserved and Warrants (Details 1) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 3,463,320 |
Old Adamis Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 58,824 |
Warrant exercise price | $ / shares | $ 8.50 |
Date Issued | Nov. 15, 2007 |
Expiration Date | Nov. 15, 2017 |
Consultant Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 17,647 |
Warrant exercise price | $ / shares | $ 3.74 |
Date Issued | Jul. 11, 2011 |
Expiration Date | Jul. 11, 2016 |
Two Thousand Thirteen Private Placement [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 571,078 |
Date Issued | Jun. 26, 2013 |
Expiration Date | Jun. 25, 2018 |
Two Thousand Thirteen Private Placement [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant exercise price | $ / shares | $ 3.40 |
Two Thousand Thirteen Private Placement [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant exercise price | $ / shares | $ 12.16 |
Underwriter Warrants 1 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 186,000 |
Warrant exercise price | $ / shares | $ 7.44 |
Date Issued | Dec. 12, 2013 |
Expiration Date | Dec. 12, 2018 |
Underwriter Warrants 2 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 27,900 |
Warrant exercise price | $ / shares | $ 7.44 |
Date Issued | Jan. 16, 2014 |
Expiration Date | Jan. 16, 2019 |
Aug 2014 Preferred Stock Sale [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 1,418,439 |
Warrant exercise price | $ / shares | $ 3.40 |
Date Issued | Aug. 19, 2014 |
Expiration Date | Aug. 19, 2019 |
Jan 2016 Preferred Stock Sale [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant shares | shares | 1,183,432 |
Warrant exercise price | $ / shares | $ 4.10 |
Date Issued | Jan. 26, 2016 |
Expiration Date | Jan. 26, 2021 |
Stock Option Plans, Shares Re31
Stock Option Plans, Shares Reserved and Warrants (Details 2) | Mar. 31, 2016shares |
Share Based Compensation Arrangement By Share Based Payment Award And Warrants [Line Items] | |
Reserved shares of common stock for issuance upon exercise | 9,722,573 |
2009 Equity Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award And Warrants [Line Items] | |
Reserved shares of common stock for issuance upon exercise | 4,066,800 |
Convertible Preferred Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award And Warrants [Line Items] | |
Reserved shares of common stock for issuance upon exercise | 2,192,453 |
Warrant [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award And Warrants [Line Items] | |
Reserved shares of common stock for issuance upon exercise | 3,463,320 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 15, 2016 | Apr. 11, 2016 | Feb. 26, 2016 | May. 09, 2016 |
Common Stock Issued for Exercised Warrants | $ 89,000 | |||
Common Stock Issued for Exercised Warrants, shares | 26,144 | |||
Exercise price of warrants exercised | $ 3.40 | |||
Subsequent Event [Member] | ||||
Common Stock Issued for Exercised Warrants | $ 89,000 | |||
Common Stock Issued for Exercised Warrants, shares | 26,144 | |||
Exercise price of warrants exercised | $ 3.40 | |||
Subsequent Event [Member] | USC [Member] | ||||
Converision right of stock in acquisition | 1,618,450 | |||
Payment of advance to affiliate | $ 368,000 | |||
Number of shares held in escrow | 300,000 | |||
Period held in escrow after closing | 3 years | |||
Subsequent Event [Member] | USC [Member] | Chief Executive Officer and President [Member] | ||||
Number of shares held in escrow | 750,000 | |||
Vesting period | 3 years | |||
Subsequent Event - Licensing Agreement [Member] | ||||
Total licensing payments to be received | $ 32,500,000 |