Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Adamis Pharmaceuticals Corp | |
Entity Central Index Key | 0000887247 | |
Document Type | 10-Q | |
Trading Symbol | ADMP | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 47,442,414 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and Cash Equivalents | $ 9,190,077 | $ 19,271,642 |
Accounts Receivable, net | 1,843,662 | 1,155,166 |
Inventories, net | 3,372,286 | 3,279,032 |
Prepaid Expenses and Other Current Assets | 3,087,333 | 2,078,413 |
Total Current Assets | 17,493,358 | 25,784,253 |
LONG TERM ASSETS | ||
Security Deposits | 54,655 | 54,655 |
Intangible Assets, net | 12,591,574 | 13,210,596 |
Goodwill | 7,640,622 | 7,640,622 |
Fixed Assets, net | 11,287,983 | 9,867,921 |
Right-of-Use Assets | 1,844,305 | |
Other Non-Current Assets | 1,750,000 | 1,800,000 |
Total Assets | 52,662,497 | 58,358,047 |
CURRENT LIABILITIES | ||
Accounts Payable | 4,014,555 | 4,170,720 |
Deferred Revenue | 978,248 | 1,011,246 |
Accrued Other Expenses | 2,966,423 | 2,340,095 |
Accrued Bonuses | 468,113 | 1,448,505 |
Lease Liabilities, Current Portion | 510,764 | |
Bank Loans - Building and Equipment | 2,458,924 | 2,583,134 |
Total Current Liabilities | 11,397,027 | 11,553,700 |
LONG TERM LIABILITIES | ||
Deferred Tax Liability, net | 112,530 | 112,530 |
Lease Liabilities, net of current portion | 1,373,885 | |
Total Liabilities | 12,883,442 | 11,666,230 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock - Par Value $.0001; 10,000,000 Shares Authorized; Series Convertible, Zero Issued and Outstanding at March 31, 2019 (Unaudited) and December 31, 2018, respectively. | ||
Common Stock - Par Value $.0001; 100,000,000 Shares Authorized; 47,965,371 and 47,814,315 Issued; 47,442,414 and 47,291,358 Outstanding at March 31, 2019 (Unaudited) and December 31, 2018, respectively | 4,796 | 4,781 |
Additional Paid-in Capital | 201,674,571 | 199,696,656 |
Accumulated Deficit | (161,895,062) | (153,004,370) |
Treasury Stock - 522,957 Shares, at cost | (5,250) | (5,250) |
Total Stockholders' Equity | 39,779,055 | 46,691,817 |
Total Liabilities and Stockholders' Equity | $ 52,662,497 | $ 58,358,047 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS - (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ .0001 | $ .0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 47,965,371 | 47,814,315 |
Common stock, outstanding | 47,442,414 | 47,291,358 |
Treasury stock, shares | 522,957 | 522,957 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE, net | $ 4,905,772 | $ 3,179,235 |
COST OF GOODS SOLD | 3,625,469 | 2,063,163 |
Gross Profit | 1,280,303 | 1,116,072 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 8,021,464 | 6,473,815 |
RESEARCH AND DEVELOPMENT | 2,196,514 | 2,249,070 |
Loss from Operations | (8,937,675) | (7,606,813) |
OTHER INCOME (EXPENSE) | ||
Interest Expense | (24,008) | (50,667) |
Interest Income | 74,378 | 39,109 |
Total Other Income (Expense), net | 50,370 | (11,558) |
Net (Loss) | $ (8,887,305) | $ (7,618,371) |
Basic and Diluted (Loss) Per Share (in dollars per share) | $ (0.19) | $ (0.23) |
Basic and Diluted Weighted Average Shares Outstanding (in shares) | 47,311,499 | 33,389,410 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total | |
Balance, Beginning at Dec. 31, 2017 | $ 3,369 | $ 153,546,932 | $ (5,229) | $ (113,997,588) | $ 39,547,484 | |
Balance, Beginning (in shares) at Dec. 31, 2017 | 33,696,950 | (307,540) | ||||
Share Based Compensation | 1,517,657 | 1,517,657 | ||||
Net (Loss) | (7,618,371) | (7,618,371) | ||||
Balance, Ending at Mar. 31, 2018 | $ 3,369 | 155,064,589 | $ (5,229) | (121,615,959) | 33,446,770 | |
Balance, Beginning at Dec. 31, 2018 | $ 4,781 | 199,696,656 | $ (5,250) | (153,004,370) | 46,691,817 | |
Balance, Beginning (in shares) at Dec. 31, 2018 | 47,814,315 | (522,957) | ||||
Cumulative Effect from Adoption of ASU 2016-02, Leases (Topic 842) at Mar. 31, 2019 | [1] | (3,387) | (3,387) | |||
Issuance of Restricted Stock Units (RSUs) | $ 15 | (15) | ||||
Issuance of Restricted Stock Units (RSUs) (in shares) | 151,056 | |||||
Share Based Compensation | 1,977,930 | 1,977,930 | ||||
Net (Loss) | (8,887,305) | (8,887,305) | ||||
Balance, Ending at Mar. 31, 2019 | $ 4,796 | $ 201,674,571 | $ (5,250) | $ (161,895,062) | $ 39,779,055 | |
Balance, Ending (in shares) at Mar. 31, 2019 | 47,965,371 | (522,957) | ||||
[1] | The Company adopted Accounting Standards Update ("ASU") 2016-02, Leases. Refer to the recent accounting pronouncements footnote for further details. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) | $ (8,887,305) | $ (7,618,371) |
Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Operating Activities: | ||
Stock Based Compensation | 1,977,930 | 1,517,657 |
Provision for Bad Debts | (7,287) | 36,503 |
Provision for Excess and Obsolete Inventory | 714,937 | 362,061 |
Non-Cash Operating Lease Expense | 3,838 | |
Depreciation and Amortization Expense | 791,940 | 770,921 |
Gain on Sale of fixed Assets | (758) | |
(Increase) Decrease in: | ||
Accounts Receivable - Trade | (681,209) | (187,257) |
Inventories, net | (808,191) | (876,744) |
Prepaid Expenses and Other Current Assets | (1,008,920) | (69,330) |
Other Non-Current Assets | 50,000 | |
Increase (Decrease) in: | ||
Accounts Payable | (66,289) | (1,070,027) |
Deferred Revenue | (32,998) | (2,715) |
Accrued Other Expenses and Bonuses | (320,143) | (810,937) |
Net Cash (Used in) Operating Activities | (8,273,697) | (7,948,997) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Equipment | (1,665,908) | (201,076) |
Net Cash (Used in) Investing Activities | (1,665,908) | (201,176) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal Payment of Finance Leases | (17,750) | |
Payment of Bank Loans | (124,210) | (119,654) |
Net Cash (Used in) Financing Activities | (141,960) | (119,654) |
(Decrease) in Cash, Cash Equivalents and Restricted Cash | (10,081,565) | (8,269,727) |
Cash, Cash Equivalents and Restricted Cash: | ||
Beginning Cash, Cash Equivalents and Restricted Cash | 19,271,642 | 18,332,702 |
Ending Cash, Cash Equivalents and Restricted Cash | 9,190,077 | 10,062,975 |
RECONCILIATION OF CASH AND RESTRICTED CASH | ||
Cash and Cash Equivalents | 9,190,077 | 9,050,402 |
Restricted Cash | 1,012,573 | |
Total Cash, Cash Equivalents and Restricted Cash | 9,190,077 | 10,062,975 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash Paid for Interest | 24,417 | 50,372 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES | ||
Increase (Decrease) in Accrued Capital Expenditures | $ (89,876) | $ 482,161 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
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 Article 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 presentation of all periods presented. The results of operations of Adamis Pharmaceuticals Corporation ("the Company") for any interim periods are not necessarily indicative of the results of operations for any other interim periods or for a full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Liquidity and Capital Resources The Company's cash and cash equivalents were $9,190,077 and $19,271,642 at March 31, 2019 and December 31, 2018, respectively. The Company prepared the condensed consolidated financial statements assuming that the Company 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. T 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. 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 diluted weighted average shares outstanding for the three months ended March 31, 2019 and March 31, 2018, consist of outstanding equity classified warrants (2,134,670 and 3,189,052 shares, respectively), outstanding options (8,945,878 and 9,246,202 shares, respectively), and outstanding restricted stock units (3,877,491 and 1,642,212 shares, respectively). Prior Periods Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation related to the reserve for inventory obsolescence in the condensed consolidated statement of cash flows and had no effect on cash used in operations or statement of cash flows for the periods ended March 31, 2019 March 31, 2018. The reclassification has no effect on the condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018, or the condensed consolidated statement of operations for the three months ended March 31, 2019 and March 31, 2018. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02 Leases Leases , Other key practical expedients elected by the Company (as a lessee) relate to maintaining leases with an initial term of 12 months or less off the balance sheet; not separating lease and non-lease components and the use of the portfolio approach to determine the incremental borrowing rate. For transition purposes, the Company used the incremental borrowing rate based on the total lease term and total minimum rental payments. The Company completed its identification of leases which comprised two building leases and two equipment leases. Further, the Company analyzed service contracts and parts assembly arrangements from suppliers and did not identify any material leases of production equipment. On the date of initial application, the Company recognized right-of-use ("ROU") assets and leasing liabilities on its condensed consolidated balance sheets of approximately $2 million. The adoption had no significant impact on the Company's condensed consolidated statement of operations. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 2: Revenues Revenue Recognition Revenue is recognized pursuant to ASC Topic 606, “ Revenue from Contracts with Customers 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Adamis is a specialty biopharmaceutical company focused on developing and commercializing products in the therapeutic areas of respiratory disease and allergy. Our subsidiary U.S. Compounding, Inc. or USC provides prescription compounded medications, including compounded sterile preparations and nonsterile compounds, to patients, physician clinics, hospitals, surgery centers and other clients throughout most of the United States. USC’s product offerings broadly include, among others, corticosteroids, hormone replacement therapies, hospital outsourcing products, injectables, urological preparations, topical compounds for pain and men’s and women’s health products. Adamis and USC have contracts with customers when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Effective July 1, 2018 (the “Effective Date”), Adamis signed an exclusive distribution and commercialization agreement with Sandoz, Inc. (“Sandoz”). This agreement grants Sandoz the exclusive rights to market, sell and distribute the Company’s Symjepi™ epinephrine pre-filled syringe injectable products (“Products”) throughout the United States only. There is currently no distributor for markets outside the United States. The Company generates revenue from this agreement by manufacturing and supplying Sandoz with Products. The Company's performance obligation is to manufacture and supply the Products to Sandoz. The initial term for the agreement with Sandoz began on the Effective Date and shall continue for a period of 10 years from the first launch of Product in the United States, unless terminated earlier in accordance with its terms. The term will automatically renew for one year terms after the initial 10-year term and subsequent renewal terms, unless terminated by either party. The revenue arrangement consists of a single performance obligation, which is satisfied at the point in time when the Product is delivered to the carrier, as control, title and risk of loss is passed on to Sandoz upon delivery of the products to the carrier. The Company has the following payment considerations with Sandoz: (1) Fixed consideration. One-time milestone payment, which grants Sandoz the material right for the distribution and commercialization of the Product in the United States market only. This one-time milestone payment is a non-refundable up-front fee. Revenue from this up-front fee is recognized over the initial 10-year term of the contract, which is substantially the expected customer life. The period of recognition is subject to adjustment if the expected customer life changes; and (2) Variable considerations which are recognized upon satisfaction of the performance obligation, comprising of the following: (i) Firm Orders constitute of purchase orders specifying quantities ordered by Sandoz. Sandoz is obligated to pay Adamis for Products ordered based on a supply pricing arrangement plus additional cost of shipping and distribution. This variable consideration does not require estimation, as the terms of the variable payment relate to the Company's efforts to satisfy distinct goods in the contract; (ii) Profit sharing arrangement, requires Sandoz to pay Adamis 50% of the net profit generated from the sale of Products by Sandoz over a given quarter. The variable consideration from profit sharing is estimated based on current sales levels and historical experience using the expected value method, subject to constraint; and (iii) Commercial milestone payments that are payable upon the Company's successful achievement of certain milestone events specified under the agreement. These commercial milestone events comprised of five parts, based on certain revenue volume for Products sold over the term. The variable consideration from milestone payments is estimated using the most likely amount method, subject to constraint. In accordance to ASC 606, an estimate of the expected net profit share or commercial milestone payments that the Company has present rights to, shall be recognized when there is a basis to reasonably estimate the amount of these considerations and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Revenues do not include any state or local taxes collected from customers on behalf of governmental authorities. The Company made the accounting policy election to continue to exclude these amounts from revenues. With respect to sales of prescription compounded medications by our USC subsidiary, revenue arrangements consist of a single performance obligation which is satisfied at the point in time when goods are delivered to the customer. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. The contracts between the Company and the customers provide that the transaction price for medication sales is adjusted for estimated product returns that the Company expects to occur under its return policy based upon historical return rates, which have historically been immaterial. In rare cases when the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. The Company has extensive experience with the types of contracts entered with customers regarding sales of medications by USC, and does not have a history of offering a broad range of price concessions or payment term changes. The Company believes a significant reversal in the amount of cumulative revenue recognized from such contracts is neither probable nor significant. The transaction price for all transactions is based on the price reflected in the individual customer’s purchase order. Variable consideration has not been identified as a significant component of the transaction price for any of our transactions regarding sales of medications by USC. Disaggregation of Revenue As operations under a sterile environment is covered by Section 503B of the U.S. Food, Drug & Cosmetic Act, as amended, and the U.S. Drug Quality and Security Act, USC’s sterile operations are governed by specific regulatory and quality requirements. Any deviation from these exacting standards could result in a stoppage of operations, recall of products, and a significant reduction in revenues. The Company employs rigorous quality controls and outside testing facilities to minimize the likelihood of this occurrence. The Company outsources the manufacturing of the Symjepi™ product to third party manufacturers who bear the responsibility of maintaining a suitable environment as governed by specific regulatory and quality requirements. The following table presents the Company’s revenues disaggregated by outsourced manufacturing, sterile and non-sterile regulatory environments for the three months ended March 31, 2019 and 2018. March 31, 2019 March 31, 2018 Outsourced Manufacturing $ 464,989 $ — Sterile 3,174,135 1,770,736 Non-Sterile 1,266,648 1,408,499 Total $ 4,905,772 $ 3,179,235 The Company's revenues relating to its FDA approved product Symjepi™ are dependent on an exclusive distribution agreement with Sandoz and the Company’s pharmacy formulations rely, in large part, on sales generated from clinics and hospital customers. Adverse economic conditions pose a risk that the Company’s customers may reduce or cancel spending, which would impact the Company’s revenues. The following table presents the Company’s revenue disaggregated by end market for the three months ended March 31, 2019 and 2018. March 31, 2019 March 31, 2018 Distribution Channel - Sandoz $ 464,989 $ — Clinics/Hospitals 4,044,193 2,752,610 Direct to Patients 396,590 426,625 Total $ 4,905,772 $ 3,179,235 Deferred Revenue Deferred Revenue are contract liabilities that the Company records when cash payments are received or due in advance of the Company’s satisfaction of performance obligations. The Company’s performance obligation is met when control of the promised goods is transferred to the Company’s customers. For the three months ended March 31, 2019 and 2018, $36,246 and $14,758 of the revenues recognized were reported as deferred revenue as of December 31, 2018 and 2017, respectively. Included in the deferred revenue at March 31, 2019 and December 31, 2018 was $975,000 and $1.0 million, respectively, relating to the non-refundable upfront payment received from Sandoz pursuant to the Agreement between the Company and Sandoz. Cost to Obtain a Contract The Company capitalizes costs related to contracts that would have not been incurred if the contract was not obtained and the Company expects to recover such costs. The deferred costs, reported in the prepaid expenses and other current assets and other non-current assets on the Company’s Condensed Consolidated Balance Sheets, will be amortized over the economic benefit period of the contract. The Company capitalized the $2.0 million fee paid to a financial advisor as an incremental cost of obtaining a contract to commercialize and distribute the Company’s first FDA approved product Symjepi™ with Sandoz. The costs were deferred and will be amortized over the economic benefit period estimated to be approximately 10 years from date of product launch, based on the contract term. The period of recognition is subject to adjustment in future periods if the expected customer life changes. The deferred costs were classified as current or non-current in the Company’s condensed consolidated balance sheets based on the timing of when the Company expects to recognize the expense. As of March 31, 2019 and December 31, 2018, the Company had $1,950,000 and $2.0 million, respectively, of deferred costs related to obtaining a contract with $50,000 amortized to Selling, General and Administrative expenses during the quarter ended March 31, 2019. Practical Expedients As part of the adoption of the ASC Topic 606, the Company elected to use the following practical expedients (i) incremental costs of obtaining a contract in the form of sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded within Selling, General and Administrative expenses; (ii) taxes collected from customers and remitted to government authorities and that are related to the sales of the Company’s products, are excluded from revenues; (iii) shipping and handling activities are accounted for as fulfillment costs and recorded in cost of sales. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3: Inventories Inventories at March 31, 2019 and December 31, 2018 consisted of the following: March 31, 2019 December 31, 2018 Finished Goods $ 1,389,670 $ 1,320,738 Raw Material 577,554 527,308 Devices 1,405,062 1,430,986 $ 3,372,286 $ 3,279,032 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 4: Fixed Assets Fixed assets at March 31, 2019 and December 31, 2018 are summarized in the table below: Description Useful Life March 31, 2019 December 31, 2018 Building 30 $ 3,040,000 $ 3,040,000 Machinery and Equipment 3 - 7 2,362,442 2,244,744 Furniture and Fixtures 7 126,654 126,654 Automobile 5 9,395 9,395 Leasehold Improvements 7 - 15 284,037 284,037 Total Fixed Assets 5,822,528 5,704,830 Less: Accumulated Depreciation (1,734,019 ) (1,578,049 ) Land 460,000 460,000 Construction In Progress - Equipment 6,739,474 5,281,140 Fixed Assets, net $ 11,287,983 $ 9,867,921 For the three months ended March 31, 2019 and March 31, 2018, depreciation expense was approximately $156,000 and $152,000, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5: Intangible Assets and Goodwill Intangible assets at March 31, 2019 and December 31, 2018 are summarized in the tables below: March 31, 2019 Gross Accumulated Net Carrying Definite-lived Intangible assets, estimated lives in years: Patents, Taper DPI Intellectual Property, 10 years $ 9,708,700 $ (5,097,068 ) $ 4,611,632 Transition Services Agreement, 1 year 194,200 (194,200 ) — FDA 503B Registration & Compliance - USC, 10 years 3,963,000 (1,176,791 ) 2,786,209 Non-compete Agreement - USC, 3 years 1,639,000 (1,622,304 ) 16,696 Customer Relationships - USC, 10 years 5,572,000 (1,654,574 ) 3,917,426 Website Design - USC, 3 years 16,163 (11,226 ) 4,937 Total Definite-lived Assets 21,093,063 (9,756,163 ) 11,336,900 Trade Name and Brand - USC, Indefinite 1,245,000 — 1,245,000 Symjepi™ Domain Name 9,674 — 9,674 Balance, March 31, 2019 $ 22,347,737 $ (9,756,163 ) $ 12,591,574 December 31, 2018 Gross Accumulated Net Carrying Definite-lived Intangible assets, estimated lives in years: Patents, Taper DPI Intellectual Property, 10 years $ 9,708,700 $ (4,854,350 ) $ 4,854,350 Transition Services Agreement, 1 year 194,200 (194,200 ) — FDA 503B Registration & Compliance - USC, 10 years 3,963,000 (1,077,716 ) 2,885,284 Non-compete Agreement - USC, 3 years 1,639,000 (1,485,721 ) 153,279 Customer Relationships - USC, 10 years 5,572,000 (1,515,274 ) 4,056,726 Website Design- USC, 3 years 16,163 (9,880 ) 6,283 Total Definite-lived Assets 21,093,063 (9,137,141 ) 11,955,922 Trade Name and Brand - USC, Indefinite 1,245,000 — 1,245,000 Symjepi™ Domain Name 9,674 — 9,674 Balance, December 31, 2018 $ 22,347,737 $ (9,137,141 ) $ 13,210,596 Amortization expense for the three months ended March 31, 2019 and 2018 was approximately $619,000. Estimated amortization expense of definite-lived intangible assets at March 31, 2019 for each of the five succeeding years and thereafter is as follows: Year ending December 31, 2019 $ 1,464,014 2020 1,925,266 2021 1,924,370 2022 1,924,370 2023 1,924,370 Thereafter 2,174,510 Total $ 11,336,900 Goodwill recorded related to the acquisition of USC in 2016 was approximately $7,641,000. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill is not amortized but rather evaluated for impairment annually or more frequently, if indicators of impairment exist. If the impairment evaluations for goodwill indicate the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to that excess. The carrying value of the Company's goodwill as of March 31, 2019 and December 31, 2018 was approximately $7,641,000. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 6: Leases The Company has two operating leases, one for an office space and another for an office space and manufacturing facility; and two finance leases for an office equipment and plant equipment. As of March 31, 2019, the leases have remaining terms between two months and less than five years. The operating leases do not include an option to extend beyond the life of the current term. There are no short-term leases, and the lease agreements do not require material variable lease payments, residual value guarantees or restrictive covenants. The tables below present the operating and financing lease assets and liabilities recognized on the condensed consolidated balance sheets as of March 31, 2019: Right-of Use Assets March 31, 2019 Operating Leases $ 1,800,732 Financing Leases 43,573 $ 1,844,305 Lease Liabilities, Current March 31, 2019 Operating Leases $ 464,604 Financing Leases 46,160 $ 510,764 Lease Liabilities, Non-Current Operating Leases $ 1,373,885 Total Lease Liabilities $ 1,884,649 The amortizable lives of operating and financing leased assets are limited by the expected lease term. The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating and financing lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The Company used incremental borrowing rates as of January 1, 2019 for leases that commenced prior to that date. The Company's weighted average remaining lease term and weighted average discount rate for operating and financing leases as of March 31, 2019 are: March 31, 2019 Operating Financing Weighted Average Remaining Lease Term 4.19 Years .66 Years Weighted Average Discount Rate 3.95 % 3.95 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheets as of March 31, 2019: March 31, 2019 Operating Financing Remaining 394,871 46,840 2020 524,512 2021 360,145 2022 370,950 2023 349,365 Undiscounted Future Minimum Lease Payments 1,999,843 46,840 Less: Difference between undiscounted lease payments and discounted lease liabilities 161,354 680 Total Lease Liabilities 1,838,489 46,160 Operating lease expense were approximately $135,000 for the three months ended March 31, 2019. Operating lease costs are included within selling, general and administrative expenses on the condensed consolidated statements of operations. Financing lease costs for the three months ended March 31, 2019 included approximately $17,000 in right-of-use asset amortization and approximately $1,000 of interest expense. Financing lease costs are included within selling, general and administrative expenses on the condensed consolidated statements of operations. Cash paid for amounts included in the measurement of operating lease liabilities were approximately $131,000 for the three months ended March 31, 2019. Cash paid for amounts included in the measurement of financing lease liabilities were approximately $18,000 for the three months ended March 31, 2019. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 7: Debt Ben Franklin Note B Working Capital Line of Credit On As of March 31, 2019 and December 31, 2018, the loan balance on the Adamis Working Capital Line of credit was $0. Interest expense for the three months ended March 31, 2019 and 2018 related to the loan was approximately $0 and $23,000, respectively. Loans Assumed from Acquisition of USC: Building Loan I O As of March 31, 2019 and December 31, 2018, the outstanding principal balance owed on the applicable note was approximately $2,224,000 and $2,249,000, respectively. The loan currently bears an interest of 3.75% per year and interest expense for the quarter ended March 31, 2019 and 2018 was approximately $21,000 and $22,000, respectively. Equipment Loans, Consolidated E quipment Loan, Tribute USC Equipment Loan. Consolidated Equipment Loans Loan Amendment, Forbearance and Assumption Agreement The notes included in the USC Loan Documents are subject to customary subjective acceleration clauses, effective upon a material impairment in collateral, a material adverse change in the Company’s business or financial condition, or a material impairment in the Company’s ability to repay the note. As of March 31, 2019, the Company was not in breach of any of the debt covenants or subjective acceleration clauses. At March 31, 2019, the principal maturities of the amended long-term debts were as follows: Years Ending December 31 Building Loan Equipment Loan Total Remainder of 2019 $ 2,224,294 $ 234,630 $ 2,458,924 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 8: Fair Value Measurement Fair value measurements adopted by the Company are based on the authoritative guidance provided by the FASB which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring 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. The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, inventory, notes receivables, accounts payable, notes payable, accrued liabilities and other payables approximate their fair values due to their short-term nature. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9: Commitments and Contingencies The Company may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business, which in management’s opinion will not have a material adverse effect on our financial condition, cash flows or results of operations. Any such litigation could divert management time and attention from Adamis, could involve significant amounts of legal fees and other fees and expenses. On September 26, 2018, the Company brought action against Belcher Pharmaceuticals, LLC (“Belcher”) in the United States District Court for the Middle District of Florida for a declaratory judgment (“Complaint”) of non-infringement of certain patents in which Belcher claims rights, relating to certain methods of preparing epinephrine solutions and treating allergic reactions using a method of preparing certain epinephrine solutions (collectively the “Patents-in-Suit”). The Complaint seeks a declaratory judgment that the company’s Symjepi™ (epinephrine) Injection product (“Symjepi”) does not infringe the Patents-in-Suit. On November 7, 2018, Belcher filed its Answer and Counterclaim to the Complaint and alleged that the company infringes the Patents-in-Suit as a result of the Symjepi product. Belcher’s Counterclaim seeks damages and injunctive relief in conjunction with the infringement claims. The company responded to the Counterclaim by generally denying any wrongdoing and asserting the affirmative defense that the Patents-in-Suit are invalid. The parties exchanged initial disclosures and initiated discovery in January 2019. On December 28, 2018, Belcher filed a reissue application for one of the Patents-in-Suit seeking to amend the asserted claims and correct an improper benefit claim. On March 29, 2019, the parties agreed to stay the litigation at the District Court pending the outcome of the reissue application and the Company’s petition for inter partes The Company has a production threshold commitment to a manufacturer of our Symjepi Products where the Company would be required to pay for maintenance fees if it does not meet certain periodic purchase order minimums. Any such maintenance fees would be prorated as a percentage of the required minimum production threshold. The Company believes that the production thresholds will be met in the succeeding periods, or if not that the fees will not be material, as they are prorated based on actual production. |
Stock Option Plans, Shares Rese
Stock Option Plans, Shares Reserved and Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plans, Shares Reserved and Warrants | Note 10: Stock Option Plans, Shares Reserved and Warrants O On January 30, 2019, the Company granted options to purchase 90,000 shares of common stock to the non-employee directors of the Company under the 2009 Plan with an exercise price of $3.09 per share. The options will vest over a period of one year. These options were valued using the Black-Scholes option pricing model, the expected volatility was approximately 56%, the term was six years, the dividend rate was 0.0 % and the risk-free interest rate was approximately 2.6%, which resulted in a calculated fair value of approximately $152,000. On January 30, 2019, the Company awarded Restricted Stock Units (“RSUs”) covering 2,349,350 shares of common stock to the officers and employees of the Company under the 2009 Plan; as of the date of grant, the market price of the common stock was $3.09 per share. These RSUs vest in equal amounts each quarter on the determined date over a period of three years from grant date provided that the recipient has continued to provide services to the Company, or earlier upon the occurrence of certain events including a Change in Control of the Company (as defined in the 2009 Plan), or earlier upon the recipient’s separation from service to the Company by reason of death or disability (as defined in the 2009 Plan). The calculated fair value of the RSUs was approximately $7,259,000. On January 30, 2019, the Company awarded RSUs covering 36,985 shares of common stock to an employee of the Company under the 2009 Plan; as of the date of grant, the market price of the common stock was $3.09 per share. These RSUs were vested in full at grant date. The calculated fair value of the RSUs was approximately $114,000. The following table summarizes the outstanding stock option activity for the three months ended March 31, 2019: 2009 Equity Incentive Plan Weighted Average Exercise Price Weighted Average Remaining |Contract Life Outstanding Options as of December 31, 2018 9,298,101 $ 4.40 7.92 years Options Granted 90,000 3.09 9.84 years Options Exercised — — — Options Canceled/Expired (442,223 ) 3.31 — Outstanding Options as of March 31, 2019 8,945,878 $ 4.43 6.81 years Exercisable Options at March 31, 2019 6,653,303 $ 4.84 6.18 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 8,945,878 and 9,298,101 stock options outstanding at March 31, 2019 and December 31, 2018, respectively, was approximately $0. The aggregate intrinsic value of 6,653,303 and 6,130,337 stock options exercisable at March 31, 2019 and December 31, 2018, was approximately $0. The following table summarizes warrants outstanding at March 31, 2019 and December 31, 2018: March 31, 2019 Warrant Shares Exercise Price Date Issued Expiration Date Old Adamis Warrants 58,824 $ 8.50 November 15, 2007 November 15, 2019 Preferred Stock Series A-1Warrants 1,183,432 $ 4.10 January 26, 2016 January 26, 2021 Preferred Stock Series A-2 Warrants 192,414 $ 2.90 July 11, 2016 July 11, 2021 2016 Common Stock, Private Placement 700,000 $ 2.98 August 3, 2016 August 3, 2021 Total Warrants 2,134,670 December 31, 2018 Warrant Shares Exercise Price Per Share Date Issued Expiration Date Old Adamis Warrants 58,824 $ 8.50 November 15, 2007 November 15, 2019 Underwriter Warrants 4,217 $ 7.44 January 16, 2014 January 16, 2019 Preferred Stock Series A-1 Warrants 1,183,432 $ 4.10 January 26, 2016 January 26, 2021 Preferred Stock Series A-2 Warrants 192,414 $ 2.90 July 11, 2016 July 11, 2021 2016 Common Stock, Private Placement 700,000 $ 2.98 August 3, 2016 August 3, 2021 Total Warrants 2,138,887 The following table summarizes the RSUs outstanding at March 31, 2019 and December 31, 2018: March 31, 2019 RSU Shares Price Date of Grant Non-Employee Board of Directors 350,000 (1) $ 8.46 May 25, 2016 Company Executives 950,000 (1) $ 3.50 March 1, 2017 Company Executives 228,141 (2) $ 2.83 February 21, 2018 Company Executives and Employees 2,349,350 (3) $ 3.09 January 30, 2019 Total RSUs 3,877,491 (1) The RSUs will fully vest on the seventh anniversary of the date of grant if the recipient has provided continuous service or upon change of control or upon death or disability. (2) The RSUs vest ratably annually over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. (3) The RSUs vest ratably quarterly over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. December 31, 2018 RSU Shares Price Per Share at Grant Date Date of Grant Non-Employee Board of Directors 350,000 (1) $ 8.46 May 25, 2016 Company Executives 950,000 (1) $ 3.50 March 1, 2017 Company Executives 342,212 (2) $ 2.83 February 21, 2018 Total RSUs 1,642,212 (1) The RSUs will fully vest on the seventh anniversary of the date of grant if the recipient has provided continuous service or upon change of control or upon death or disability. (2) The RSUs vest ratably annually over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. Expense related to RSUs for the three months ended March 31, 2019 and 2018 was approximately $802,000 and $258,000, respectively. At March 31, 2019, the Company has reserved shares of common stock for issuance upon exercise of outstanding options, warrants including all of the warrants in the table above and restricted stock units, as follows: Warrants 2,134,670 Restricted Stock Units ("RSUs") 3,877,491 2009 Equity Incentive Plan 8,945,878 Total Shares Reserved 14,958,039 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company's cash and cash equivalents were $9,190,077 and $19,271,642 at March 31, 2019 and December 31, 2018, respectively. The Company prepared the condensed consolidated financial statements assuming that the Company 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. T |
Basic and Diluted (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. 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 diluted weighted average shares outstanding for the three months ended March 31, 2019 and March 31, 2018, consist of outstanding equity classified warrants (2,134,670 and 3,189,052 shares, respectively), outstanding options (8,945,878 and 9,246,202 shares, respectively), and outstanding restricted stock units (3,877,491 and 1,642,212 shares, respectively). |
Prior Periods Reclassifications | Prior Periods Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation related to the reserve for inventory obsolescence in the condensed consolidated statement of cash flows and had no effect on cash used in operations or statement of cash flows for the periods ended March 31, 2019 March 31, 2018. The reclassification has no effect on the condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018, or the condensed consolidated statement of operations for the three months ended March 31, 2019 and March 31, 2018. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02 Leases Leases , Other key practical expedients elected by the Company (as a lessee) relate to maintaining leases with an initial term of 12 months or less off the balance sheet; not separating lease and non-lease components and the use of the portfolio approach to determine the incremental borrowing rate. For transition purposes, the Company used the incremental borrowing rate based on the total lease term and total minimum rental payments. The Company completed its identification of leases which comprised two building leases and two equipment leases. Further, the Company analyzed service contracts and parts assembly arrangements from suppliers and did not identify any material leases of production equipment. On the date of initial application, the Company recognized right-of-use ("ROU") assets and leasing liabilities on its condensed consolidated balance sheets of approximately $2 million. The adoption had no significant impact on the Company's condensed consolidated statement of operations. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues disaggregated by sterile and non-sterile regulatory environments | The following table presents the Company’s revenues disaggregated by outsourced manufacturing, sterile and non-sterile regulatory environments for the three months ended March 31, 2019 and 2018. March 31, 2019 March 31, 2018 Outsourced Manufacturing $ 464,989 $ — Sterile 3,174,135 1,770,736 Non-Sterile 1,266,648 1,408,499 Total $ 4,905,772 $ 3,179,235 The following table presents the Company’s revenue disaggregated by end market for the three months ended March 31, 2019 and 2018. March 31, 2019 March 31, 2018 Distribution Channel - Sandoz $ 464,989 $ — Clinics/Hospitals 4,044,193 2,752,610 Direct to Patients 396,590 426,625 Total $ 4,905,772 $ 3,179,235 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at March 31, 2019 and December 31, 2018 consisted of the following: March 31, 2019 December 31, 2018 Finished Goods $ 1,389,670 $ 1,320,738 Raw Material 577,554 527,308 Devices 1,405,062 1,430,986 $ 3,372,286 $ 3,279,032 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Fixed assets at March 31, 2019 and December 31, 2018 are summarized in the table below: Description Useful Life March 31, 2019 December 31, 2018 Building 30 $ 3,040,000 $ 3,040,000 Machinery and Equipment 3 - 7 2,362,442 2,244,744 Furniture and Fixtures 7 126,654 126,654 Automobile 5 9,395 9,395 Leasehold Improvements 7 - 15 284,037 284,037 Total Fixed Assets 5,822,528 5,704,830 Less: Accumulated Depreciation (1,734,019 ) (1,578,049 ) Land 460,000 460,000 Construction In Progress - Equipment 6,739,474 5,281,140 Fixed Assets, net $ 11,287,983 $ 9,867,921 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets at March 31, 2019 and December 31, 2018 are summarized in the tables below: March 31, 2019 Gross Accumulated Net Carrying Definite-lived Intangible assets, estimated lives in years: Patents, Taper DPI Intellectual Property, 10 years $ 9,708,700 $ (5,097,068 ) $ 4,611,632 Transition Services Agreement, 1 year 194,200 (194,200 ) — FDA 503B Registration & Compliance - USC, 10 years 3,963,000 (1,176,791 ) 2,786,209 Non-compete Agreement - USC, 3 years 1,639,000 (1,622,304 ) 16,696 Customer Relationships - USC, 10 years 5,572,000 (1,654,574 ) 3,917,426 Website Design - USC, 3 years 16,163 (11,226 ) 4,937 Total Definite-lived Assets 21,093,063 (9,756,163 ) 11,336,900 Trade Name and Brand - USC, Indefinite 1,245,000 — 1,245,000 Symjepi™ Domain Name 9,674 — 9,674 Balance, March 31, 2019 $ 22,347,737 $ (9,756,163 ) $ 12,591,574 December 31, 2018 Gross Accumulated Net Carrying Definite-lived Intangible assets, estimated lives in years: Patents, Taper DPI Intellectual Property, 10 years $ 9,708,700 $ (4,854,350 ) $ 4,854,350 Transition Services Agreement, 1 year 194,200 (194,200 ) — FDA 503B Registration & Compliance - USC, 10 years 3,963,000 (1,077,716 ) 2,885,284 Non-compete Agreement - USC, 3 years 1,639,000 (1,485,721 ) 153,279 Customer Relationships - USC, 10 years 5,572,000 (1,515,274 ) 4,056,726 Website Design- USC, 3 years 16,163 (9,880 ) 6,283 Total Definite-lived Assets 21,093,063 (9,137,141 ) 11,955,922 Trade Name and Brand - USC, Indefinite 1,245,000 — 1,245,000 Symjepi™ Domain Name 9,674 — 9,674 Balance, December 31, 2018 $ 22,347,737 $ (9,137,141 ) $ 13,210,596 |
Schedule of estimated future amortization expense | Estimated amortization expense of definite-lived intangible assets at March 31, 2019 for each of the five succeeding years and thereafter is as follows: Year ending December 31, 2019 $ 1,464,014 2020 1,925,266 2021 1,924,370 2022 1,924,370 2023 1,924,370 Thereafter 2,174,510 Total $ 11,336,900 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of the operating and financing lease assets and liabilities | The tables below present the operating and financing lease assets and liabilities recognized on the condensed consolidated balance sheets as of March 31, 2019: Right-of Use Assets March 31, 2019 Operating Leases $ 1,800,732 Financing Leases 43,573 $ 1,844,305 Lease Liabilities, Current March 31, 2019 Operating Leases $ 464,604 Financing Leases 46,160 $ 510,764 Lease Liabilities, Non-Current Operating Leases $ 1,373,885 Total Lease Liabilities $ 1,884,649 |
Schedule of amortizable lives of operating and financing leased assets are limited by the expected lease term | The Company's weighted average remaining lease term and weighted average discount rate for operating and financing leases as of March 31, 2019 are: March 31, 2019 Operating Financing Weighted Average Remaining Lease Term 4.19 Years .66 Years Weighted Average Discount Rate 3.95 % 3.95 % |
Schedule of future minimum lease payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheets as of March 31, 2019: March 31, 2019 Operating Financing Remaining 394,871 46,840 2020 524,512 2021 360,145 2022 370,950 2023 349,365 Undiscounted Future Minimum Lease Payments 1,999,843 46,840 Less: Difference between undiscounted lease payments and discounted lease liabilities 161,354 680 Total Lease Liabilities 1,838,489 46,160 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of principal maturities under the amended long-term debts | At March 31, 2019, the principal maturities of the amended long-term debts were as follows: Years Ending December 31 Building Loan Equipment Loan Total Remainder of 2019 $ 2,224,294 $ 234,630 $ 2,458,924 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of inputs used in measuring fair value into three broad levels | FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring 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. |
Stock Option Plans, Shares Re_2
Stock Option Plans, Shares Reserved and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | The following table summarizes the outstanding stock option activity for the three months ended March 31, 2019: 2009 Equity Incentive Plan Weighted Average Exercise Price Weighted Average Remaining |Contract Life Outstanding Options as of December 31, 2018 9,298,101 $ 4.40 7.92 years Options Granted 90,000 3.09 9.84 years Options Exercised — — — Options Canceled/Expired (442,223 ) 3.31 — Outstanding Options as of March 31, 2019 8,945,878 $ 4.43 6.81 years Exercisable Options at March 31, 2019 6,653,303 $ 4.84 6.18 years |
Schedule of warrants outstanding | The following table summarizes warrants outstanding at March 31, 2019 and December 31, 2018: March 31, 2019 Warrant Shares Exercise Price Date Issued Expiration Date Old Adamis Warrants 58,824 $ 8.50 November 15, 2007 November 15, 2019 Preferred Stock Series A-1Warrants 1,183,432 $ 4.10 January 26, 2016 January 26, 2021 Preferred Stock Series A-2 Warrants 192,414 $ 2.90 July 11, 2016 July 11, 2021 2016 Common Stock, Private Placement 700,000 $ 2.98 August 3, 2016 August 3, 2021 Total Warrants 2,134,670 December 31, 2018 Warrant Shares Exercise Price Date Issued Expiration Date Old Adamis Warrants 58,824 $ 8.50 November 15, 2007 November 15, 2019 Underwriter Warrants 4,217 $ 7.44 January 16, 2014 January 16, 2019 Preferred Stock Series A-1 Warrants 1,183,432 $ 4.10 January 26, 2016 January 26, 2021 Preferred Stock Series A-2 Warrants 192,414 $ 2.90 July 11, 2016 July 11, 2021 2016 Common Stock, Private Placement 700,000 $ 2.98 August 3, 2016 August 3, 2021 Total Warrants 2,138,887 |
Schedule of RSUs outstanding | The following table summarizes the RSUs outstanding at March 31, 2019 and December 31, 2018: March 31, 2019 RSU Shares Price Date of Grant Non-Employee Board of Directors 350,000 (1) $ 8.46 May 25, 2016 Company Executives 950,000 (1) $ 3.50 March 1, 2017 Company Executives 228,141 (2) $ 2.83 February 21, 2018 Company Executives and Employees 2,349,350 (3) $ 3.09 January 30, 2019 Total RSUs 3,877,491 (1) The RSUs will fully vest on the seventh anniversary of the date of grant if the recipient has provided continuous service or upon change of control or upon death or disability. (2) The RSUs vest ratably annually over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. (3) The RSUs vest ratably quarterly over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. December 31, 2018 RSU Shares Price Date of Grant Non-Employee Board of Directors 350,000 (1) $ 8.46 May 25, 2016 Company Executives 950,000 (1) $ 3.50 March 1, 2017 Company Executives 342,212 (2) $ 2.83 February 21, 2018 Total RSUs 1,642,212 (1) The RSUs will fully vest on the seventh anniversary of the date of grant if the recipient has provided continuous service or upon change of control or upon death or disability. (2) The RSUs vest ratably annually over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. |
Schedule of reserved shares of common stock for issuance upon conversion or exercise and future issuance under plans | At March 31, 2019, the Company has reserved shares of common stock for issuance upon exercise of outstanding options, warrants including all of the warrants in the table above and restricted stock units, as follows: Warrants 2,134,670 Restricted Stock Units ("RSUs") 3,877,491 2009 Equity Incentive Plan 8,945,878 Total Shares Reserved 14,958,039 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 9,190,077 | $ 19,271,642 | |
Total Right-of Use Assets | $ 1,844,305 | ||
Stock Option [Member] | |||
Potential dilutive securities, excluded from computation of earnings | 8,945,878 | 9,246,202 | |
RSU [Member] | |||
Potential dilutive securities, excluded from computation of earnings | 3,877,491 | 1,642,212 | |
Warrants [Member] | |||
Potential dilutive securities, excluded from computation of earnings | 2,134,670 | 3,189,052 |
Revenues (Details)
Revenues (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 4,905,772 | $ 3,179,235 |
Distribution Channel - Sandoz, Institutional Markets [Member] | ||
Revenue | 464,989 | |
Clinics/Hospitals [Member] | ||
Revenue | 4,044,193 | 2,752,610 |
Direct to Patients [Member] | ||
Revenue | 396,590 | 426,625 |
Outsourced Manufacturing [Member] | ||
Revenue | 464,989 | |
Sterile [Member] | ||
Revenue | 3,174,135 | 1,770,736 |
Non-Sterile [Member] | ||
Revenue | $ 1,266,648 | $ 1,408,499 |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred revenue | $ 36,246 | $ 14,758 | ||
Selling, General and Administrative Expenses | $ 8,021,464 | $ 6,473,815 | ||
Distribution And Commercialization Agreemen [Member] | Sandoz Inc [Member] | ||||
Deferred revenue | $ 975,000 | 1,000,000 | ||
Maturity terms of agreement | 10 years | |||
Agreements renewal terms | 1 year | |||
Description of revenue performance obligation | The Company has the following payment considerations with Sandoz: (1) Fixed consideration. One-time milestone payment of $1.0 million, which grants Sandoz the material right to an exclusive distribution and commercialization arrangement with the Company for the United States market only. This one-time milestone payment is a non-refundable up-front fee. Revenue from this up-front fee is recognized over the period of benefit, which is the initial 10-year term of the contract; and (2) Variable considerations, comprising of the following: (i) Firm Order constitute of purchase orders specifying quantities needed by Sandoz. The Sandoz is obligated to pay Adamis for products ordered based on a supply pricing arrangement plus additional cost of shipping and distribution. Revenue from this payment stream is recognized upon delivery of the Product to the carrier; (ii) Profit sharing arrangement requires the distributor to pay Adamis 50% of the net profit generated from the sale of its products over a given quarter. Adamis recognizes its share of the net profit as it is earned over the quarter. Sandoz provides a quarterly calculation of the net profit share of Adamis; and (iii) Commercial milestone payments that are payable upon the Company’s successful completion of certain milestone events specified under the agreement. These commercial milestone events comprised of five parts, triggered by certain revenue volume for Products sold over the term. | |||
Distributor fees receivable | $ 1,000,000 | |||
Revenue amortized | $ 1,000,000 | |||
Revenue useful terms | 10 years | |||
Revenue useful terms started date | Jan. 1, 2019 | |||
Contract To Commercialize And Distribute [Member] | Jefferies [Member] | ||||
Deferred costs | $ 1,950,000 | $ 2,000,000 | ||
Revenue useful terms | 10 years | |||
Revenue useful terms started date | Jan. 1, 2019 | |||
Incremental cost | $ 2,000,000 | |||
Selling, General and Administrative Expenses | $ 50,000 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 1,389,670 | $ 1,320,738 |
Raw Material | 577,554 | 527,308 |
Devices | 1,405,062 | 1,430,986 |
Inventories | $ 3,372,286 | $ 3,279,032 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Reserve for obsolescence | $ 781,000 | $ 526,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Costs | $ 5,822,528 | $ 5,704,830 |
Less: Accumulated Depreciation | (1,734,019) | (1,578,049) |
Land | 460,000 | 460,000 |
Construction In Progress - Equipment | 6,739,474 | 5,281,140 |
Fixed Assets, net | 11,287,983 | 9,867,921 |
Building [Member] | ||
Costs | $ 3,040,000 | 3,040,000 |
Useful lives of fixed assets | 30 years | |
Machinery and Equipment [Member] | ||
Costs | $ 2,362,442 | 2,244,744 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Useful lives of fixed assets | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Useful lives of fixed assets | 7 years | |
Furniture and Fixtures [Member] | ||
Costs | $ 126,654 | 126,654 |
Useful lives of fixed assets | 7 years | |
Automobiles [Member] | ||
Costs | $ 9,395 | 9,395 |
Useful lives of fixed assets | 5 years | |
Leasehold Improvements [Member] | ||
Costs | $ 284,037 | $ 284,037 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Useful lives of fixed assets | 7 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Useful lives of fixed assets | 15 years |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 156,000 | $ 152,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Gross Carrying Value - Finite-Lived Assets | $ 21,093,063 | $ 21,093,063 |
Gross Carrying Value - intangibles | 22,347,737 | 22,347,737 |
Accumulated Amortization | (9,756,163) | (9,137,141) |
Net Carrying Amount - Finite-Lived Assets | 11,336,900 | 11,955,922 |
Net Carrying Amount | 12,591,574 | 13,210,596 |
Trade Name and Brand - USC [Member] | ||
Gross Carrying Value - indefinite-Lived Assets | 1,245,000 | 1,245,000 |
Net Carrying Amount | 1,245,000 | 1,245,000 |
Symjepi Domain Name [Member] | ||
Gross Carrying Value - indefinite-Lived Assets | 9,674 | 9,674 |
Net Carrying Amount | $ 9,674 | $ 9,674 |
Taper DPI Intellectual Property [Member] | ||
Amortization Period | 10 years | 10 years |
Gross Carrying Value - Finite-Lived Assets | $ 9,708,700 | $ 9,708,700 |
Accumulated Amortization | (5,097,068) | (4,854,350) |
Net Carrying Amount - Finite-Lived Assets | $ 4,611,632 | $ 4,854,350 |
Taper DPI Intellectual Property [Member] | Transmission Service Agreement [Member] | ||
Amortization Period | 1 year | 1 year |
Gross Carrying Value - Finite-Lived Assets | $ 194,200 | $ 194,200 |
Accumulated Amortization | (194,200) | (194,200) |
Net Carrying Amount - Finite-Lived Assets | $ 0 | $ 0 |
FDA 503B Registration & Compliance - USC [Member] | ||
Amortization Period | 10 years | 10 years |
Gross Carrying Value - Finite-Lived Assets | $ 3,963,000 | $ 3,963,000 |
Accumulated Amortization | (1,176,791) | (1,077,716) |
Net Carrying Amount - Finite-Lived Assets | $ 2,786,209 | $ 2,885,284 |
Non-compete Agreement - USC [Member] | ||
Amortization Period | 3 years | 3 years |
Gross Carrying Value - Finite-Lived Assets | $ 1,639,000 | $ 1,639,000 |
Accumulated Amortization | (1,622,304) | (1,485,721) |
Net Carrying Amount - Finite-Lived Assets | $ 16,696 | $ 153,279 |
Customer Relationships - USC [Member] | ||
Amortization Period | 10 years | 10 years |
Gross Carrying Value - Finite-Lived Assets | $ 5,572,000 | $ 5,572,000 |
Accumulated Amortization | (1,654,574) | (1,515,274) |
Net Carrying Amount - Finite-Lived Assets | $ 3,917,426 | $ 4,056,726 |
Website Design - USC [Member[ | ||
Amortization Period | 3 years | 3 years |
Gross Carrying Value - Finite-Lived Assets | $ 16,163 | $ 16,163 |
Accumulated Amortization | (11,226) | (9,880) |
Net Carrying Amount - Finite-Lived Assets | $ 4,937 | $ 6,283 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Estimated future amortization expense for the year ending December 31, | ||
2019 | $ 1,464,014 | |
2020 | 1,925,266 | |
2021 | 1,924,370 | |
2022 | 1,924,370 | |
2023 | 1,924,370 | |
Thereafter | 2,174,510 | |
Net Carrying Amount - Finite-Lived Assets | $ 11,336,900 | $ 11,955,922 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 7,640,622 | $ 7,640,622 | |
Amortization expense | $ 619,000 | $ 619,000 |
Leases (Details)
Leases (Details) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Right-of Use Assets Operating Leases | $ 1,800,732 |
Right-of Use Assets Financing Leases | 43,573 |
Total Right-of Use Assets | 1,844,305 |
Lease Liabilities, Current Operating Leases | 464,604 |
Lease Liabilities, Current Financing Leases | 46,160 |
Total Lease Liabilities, Current | 510,764 |
Lease Liabilities, Non-current Operating Leases | 1,373,885 |
Total Lease Liabilities, Non - current | $ 1,884,649 |
Leases (Details 1)
Leases (Details 1) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted Average Remaining Lease Term - Operating | 4 years 2 months 8 days |
Weighted Average Remaining Lease Term - Financing | 7 months 28 days |
Weighted Average Discount Rate - Operating | 3.95% |
Weighted Average Discount Rate - Financing | 3.95% |
Leases (Details 2)
Leases (Details 2) | Mar. 31, 2019USD ($) |
Operating leases | |
Remaining | $ 394,871 |
2020 | 524,512 |
2021 | 360,145 |
2022 | 370,950 |
2023 | 349,365 |
Undiscounted Future Minimum Lease Payments | 1,999,843 |
Less: Difference between undiscounted lease payments and discounted lease liabilities | 161,354 |
Total Lease Liabilities | 1,838,489 |
Financing leases | |
Remaining | 46,840 |
Undiscounted Future Minimum Lease Payments | 46,840 |
Less: Difference between undiscounted lease payments and discounted lease liabilities | 680 |
Total Lease Liabilities | $ 46,160 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating lease expense | $ 135,000 |
Right of use asset - amortization | 17,000 |
Interest expense | 1,000 |
Cash paid operating lease | 131,000 |
Cash paid financing lease | $ 18,000 |
Minimum [Member] | |
Leases terms | 2 months |
Maximum [Member] | |
Leases terms | 5 years |
Debt (Details)
Debt (Details) | Mar. 31, 2019USD ($) |
Principal Maturities during the year ending December 31, | |
Remainder of 2019 | $ 2,458,924 |
Building Loan [Member] | |
Principal Maturities during the year ending December 31, | |
Remainder of 2019 | 2,224,294 |
Equipment Loan [Member] | |
Principal Maturities during the year ending December 31, | |
Remainder of 2019 | $ 234,630 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2004 | Sep. 30, 2018 | Mar. 28, 2016 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 24,008 | $ 50,667 | |||
Bear State Bank Line of Credit [Member] | Loan And Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 2,000,000 | ||||
Warrant shares | 1,000,000 | ||||
Bank loan - line of credit | $ 0 | ||||
Interest expense | $ 0 | $ 23,000 | |||
Biosyn [Member] | Ben Franklin Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt fair value | $ 205,000 | ||||
Debt face amount | 777,902 | ||||
Accretion of debt discount | $ 572,902 | ||||
Discount period | 5 years | ||||
Annual fixed remittance | 3.00% | ||||
Interest rate method | 46.00% |
Debt (Details Narrative 1)
Debt (Details Narrative 1) - USD ($) | Nov. 10, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Loan Amendment and Assumption Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Frequency of periodic payment | Monthly | |||
Periodic payment | $ 15,411 | |||
Building Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 2,224,000 | $ 2,249,000 | ||
Effective interest rate | 3.75% | 3.75% | ||
Interest expense | $ 21,000 | $ 22,000 | ||
USC Working Capital Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under loan | $ 2,000,000 | |||
Equipment Loan - Tribune [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 518,000 | |||
Interest rate | 4.75% | |||
USC Equipment Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 635,000 | |||
Interest rate | 3.25% | |||
Borrowing capacity under loan | $ 700,000 | |||
Equipment Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Periodic payment | 33,940 | |||
Debt amount | $ 1,152,890 | 235,000 | $ 334,000 | |
Interest rate | 3.75% | |||
Interest expense | $ 3,000 | $ 6,000 |
Stock Option Plans, Shares Re_3
Stock Option Plans, Shares Reserved and Warrants (Details) - 2009 Equity Incentive Plan [Member] - $ / shares | 1 Months Ended | 3 Months Ended |
Jan. 30, 2019 | Mar. 31, 2019 | |
Number of options | ||
Outstanding Options, beginning | 9,298,101 | 9,298,101 |
Options Granted | 90,000 | 90,000 |
Options Canceled/Expired | (442,223) | |
Outstanding Options ending | 8,945,878 | |
Exercisable Options | 6,653,303 | |
Weighted average exercise price | ||
Outstanding options, beginning | $ 4.40 | $ 4.40 |
Options Granted | $ 3.09 | 3.09 |
Options Canceled/Expired | 3.31 | |
Outstanding Options ending | 4.43 | |
Exercisable Options | $ 4.84 | |
Weighted average remaining contractual life | ||
Balance | 7 years 11 months 1 day | |
Options Granted | 9 years 10 months 2 days | |
Outstanding Options | 6 years 9 months 22 days | |
Exercisable Options | 6 years 2 months 5 days |
Stock Option Plans, Shares Re_4
Stock Option Plans, Shares Reserved and Warrants (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Old Adamis Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant shares | 58,824 | 58,824 |
Warrant exercise price (in dollars per share) | $ 8.50 | $ 8.50 |
Date Issued | Nov. 15, 2007 | Nov. 15, 2007 |
Expiration Date | Nov. 15, 2019 | Nov. 15, 2019 |
Preferred Stock Series A-1 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant shares | 1,183,432 | 1,183,432 |
Warrant exercise price (in dollars per share) | $ 4.10 | $ 4.10 |
Date Issued | Jan. 26, 2016 | Jan. 26, 2016 |
Expiration Date | Jan. 26, 2021 | Jan. 26, 2021 |
Preferred Stock Series A-2 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant shares | 192,414 | 192,414 |
Warrant exercise price (in dollars per share) | $ 2.90 | $ 2.90 |
Date Issued | Jul. 11, 2016 | Jul. 11, 2016 |
Expiration Date | Jul. 11, 2021 | Jul. 11, 2021 |
Common Stock Private 2016 Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant shares | 700,000 | 700,000 |
Warrant exercise price (in dollars per share) | $ 2.98 | $ 2.98 |
Date Issued | Aug. 3, 2016 | Aug. 3, 2016 |
Expiration Date | Aug. 3, 2021 | Aug. 3, 2021 |
Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant shares | 2,134,670 | 2,138,887 |
Underwriter Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant shares | 4,217 | |
Warrant exercise price (in dollars per share) | $ 7.44 | |
Date Issued | Jan. 16, 2014 | |
Expiration Date | Jan. 16, 2019 |
Stock Option Plans, Shares Re_5
Stock Option Plans, Shares Reserved and Warrants (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | ||
RSU [Member] | |||
Total RSUs | 3,877,491 | 1,642,212 | |
Board of Directors [Member] | |||
Total RSUs | [1] | 350,000 | 350,000 |
Price at grant date (in dollars per share) | $ 8.46 | $ 8.46 | |
Date of grant | May 25, 2016 | May 25, 2016 | |
Company Executives #1 [Member] | |||
Total RSUs | [1] | 950,000 | 950,000 |
Price at grant date (in dollars per share) | $ 3.50 | $ 3.50 | |
Date of grant | Mar. 1, 2017 | Mar. 1, 2017 | |
Company Executives #2 [Member] | |||
Total RSUs | [2] | 228,141 | 342,212 |
Price at grant date (in dollars per share) | $ 2.83 | $ 2.83 | |
Date of grant | Feb. 21, 2018 | Feb. 21, 2018 | |
Company Executives And Employees [Member] | |||
Total RSUs | [3] | 2,349,350 | |
Price at grant date (in dollars per share) | $ 3.09 | ||
Date of grant | Jan. 30, 2019 | ||
[1] | The RSUs will fully vest on the seventh anniversary of the date of grant if the recipient has provided continuous service or upon change of control or upon death or disability. | ||
[2] | The RSUs vest ratably annually over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. | ||
[3] | The RSUs vest ratably quarterly over a period of three years if the recipient has provided continuous service or upon change of control or upon death or disability. |
Stock Option Plans, Shares Re_6
Stock Option Plans, Shares Reserved and Warrants (Details 3) | Mar. 31, 2019shares |
Reserved shares of common stock for issuance upon exercise | 14,958,039 |
2009 Equity Incentive Plan [Member] | |
Reserved shares of common stock for issuance upon exercise | 8,945,878 |
RSU [Member] | |
Reserved shares of common stock for issuance upon exercise | 3,877,491 |
Warrants [Member] | |
Reserved shares of common stock for issuance upon exercise | 2,134,670 |
Stock Option Plans, Shares Re_7
Stock Option Plans, Shares Reserved and Warrants (Details Narrative) | 1 Months Ended | 3 Months Ended | |||
Jan. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Jan. 02, 2019shares | Dec. 31, 2018shares | |
Compensation expenses | $ | $ 1,977,930 | $ 1,517,657 | |||
Period for recognition | 3 years | ||||
Fair value | $ | $ 152,000 | ||||
Dividend Rate [Member] | |||||
Expected volatility | 0 | ||||
Expected Volatility [Member] | |||||
Expected volatility | 0.56 | ||||
Risk Free Interest Rate [Member] | |||||
Expected volatility | 0.026 | ||||
Term [Member] | |||||
Term | 6 years | ||||
2009 Equity Incentive Plan [Member] | |||||
Options granted | shares | 90,000 | 90,000 | |||
Exercise price of options granted (in dollars per share) | $ / shares | $ 3.09 | $ 3.09 | |||
Stock options outstanding | shares | 8,945,878 | 9,298,101 | |||
Stock option exercisable | shares | 6,653,303 | 2,364,568 | 6,130,337 | ||
RSU [Member] | |||||
Fair value | $ | $ 114,000 | ||||
RSU [Member] | 2009 Equity Incentive Plan [Member] | |||||
Options granted | shares | 36,985 | ||||
Exercise price of options granted (in dollars per share) | $ / shares | $ 3.09 | ||||
RSU [Member] | |||||
Compensation expenses | $ | $ 802,000 | $ 258,000 | |||
Fair value | $ | $ 7,259,000 | ||||
RSU [Member] | 2009 Equity Incentive Plan [Member] | |||||
Options granted | shares | 2,349,350 | ||||
Exercise price of options granted (in dollars per share) | $ / shares | $ 3.09 |