7.	Stockholders’ Equity

Common Stock

During the year ended July 31, 2016

Pursuant to an agreement dated September 1, 2015, the Company issued 10,000 shares of unregistered Common Stock in exchange for services rendered by a consultant. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $80,500.

On October 6, 2015, the Company issued 13,697 shares of unregistered Common Stock pursuant to the agreement described in Note 8. The shares issued in this transaction were using the stock price at issuance date and amounted to $106,152.

On November 19, 2015, the Company issued 14,327 shares of the unregistered Common Stock upon the execution of a binding letter of intent to agree to negotiate and enter into an exclusive license agreement and collaboration agreement (“LOI”) with a pharmaceutical company with certain desirable proprietary information. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $120,347. Pursuant to the LOI, the Company is obligated to issue up to an additional 92,634 shares of unregistered Common Stock upon the occurrence of various milestones. A total of 3,582 shares have been issued as of July 31, 2016 due to achievement of certain milestones (see below).

On December 16, 2015, the Company entered into a services agreement with a term of one year. Pursuant to the agreement, the Company issued 7,000, 9,000, and 11,000 shares of restricted unregistered Common Stock in exchange for services rendered by the consultant on December 18, 2015, March 21, 2016, and June 24, 2016, respectively. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $64,050, $94,500 and $91,520, respectively. In addition, the Company agreed to issue 13,000 shares of unregistered Common Stock by September 30, 2016. On September 23, 2016_the Company terminated the agreement and the remaining 13,000 shares will no longer be issued.

On February 1, 2016, the Company issued 5,500 shares of the Company’s unregistered Common Stock to a consultant for consulting services. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $57,750.

On February 8, 2016, the Company issued 10,746 shares of the Company’s unregistered Common Stock pursuant to the agreement described in Note 8. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $106,385.

On March 8, 2016, the Company issued 3,582 shares of unregistered Common Stock to a consultant, pursuant to the terms of the LOI disclosed above, as a result of the first commercial sale of NARCAN® Nasal Spray by Adapt in the U.S. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $32,775.

On March 25, 2016, the Company issued 15,715 shares of unregistered Common Stock as a result of the cashless exercise of 30,000 options.

On April 26, 2016, the Company issued 50,000 shares of unregistered Common Stock pursuant to the agreement described in Note 8. The shares issued in this transaction were valued using the stock price at issuance date and amounted to $431,500.

During the year ended July 31, 2015

In August 2014, the Company issued 7,846 shares of unregistered Common Stock to consultants for services rendered. The shares have a fair value of $44,723 based on stock prices at issuance dates.

In December 2014, the Company issued 24,015 shares of unregistered Common Stock to a company for services rendered. The shares have a fair value of $91,258 based on the stock prices at issuance dates.

In January 2015, the Company issued a total of 5,000 shares of unregistered Common Stock to two consultants for services rendered. The shares have a fair value of $19,720 based on the stock prices at issuance dates.

In March 2015, the Company issued a total of 20,900 shares of unregistered Common Stock to two companies and a consultant for services rendered. The shares have a fair value of $141,130 based on the stock prices at issuance dates.

In April 2015, the Company issued 1,232 shares of unregistered Common Stock to a consultant for services rendered. The shares have a fair value of $8,994 based on the stock prices at issuance dates.

In July, 2015, the Company issued 800 shares of unregistered Common Stock to a consultant for services rendered. The shares have a fair value of $5,840 based on the stock prices at the date performance by the consultant was complete.

Stock Options

As required by the Stock Compensation Topic, ASC 718, the Company measures and recognizes compensation expense for all share based payment awards made to the officers and directors based on estimated fair values at the grant date and over the requisite service period.

On August 2, 2014, the Company granted options to purchase 30,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $10.00 per share to a consultant for services rendered. These options have a term of 5 years and vested immediately. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $173,999 which have been fully recognized as expense for the year ended July 31, 2015.

On November 12, 2014, the Company granted options to purchase 30,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $10.00 per share to a consultant for services rendered. These options have a term of 5 years and vest over 3 years. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $188,825, of which $103,951 has been fully recognized as expense for the year ended July 31, 2015.

On November 12, 2014, the Company granted options to purchase 20,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $15.00 per share to a consultant for services rendered. These options have a term of 5 years and vest over three years. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $127,150, of which $67,984 has been fully recognized as expense for the year ended July 31, 2015.

On January 9, 2015, the Company granted options to purchase 15,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $10.00 per share to a consultant for services rendered. These options have a term of 5 years and vested immediately. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $65,163 which have been fully recognized as expense for the year ended July 31, 2015.

On January 25, 2015, the Company granted options to purchase 10,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $10.00 per share to a consultant for services rendered. These options have a term of 5 years and vested immediately. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $36,169 which have been fully recognized as expense for the year ended July 31, 2015.

On March 19, 2015, the Company granted options to purchase 48,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $10.00 per share to a consultant for services rendered. These options have a term of 5 years and vested immediately. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $282,227 which have been fully recognized as expense for the year ended July 31, 2015.

On March 19, 2015, the Company granted options to purchase 32,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $15.00 per share to a consultant for services rendered. These options have a term of 5 years and vested immediately. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $186,655 which have been fully recognized as expense for the year ended July 31, 2015.

On July 15, 2015, the Company granted options to purchase 10,000 shares of Common Stock exercisable on a cashless basis with an exercise price of $10.00 per share to a consultant for services rendered. These options have a term of 3 years and vested immediately. The Company has valued these options using the Black-Scholes option pricing model which resulted in a fair market value of $55,043 which have been fully recognized as expense for the year ended July 31, 2015.

On October 27, 2015, the Company granted options to purchase a total of 1,437,500 shares of Common Stock exercisable on a cashless basis to the Company’s board of directors (the “Board”) and a senior executive of the Company. Each of these options have an exercise price of $7.25, a term of 10 years and vested immediately upon grant. Each stock option may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to October 23, 2015; or (B) (1) the approval by the FDA of the NDA with respect to the Opioid Overdose Reversal Treatment Product, and (2) the commencement of two trials on or subsequent to October 23, 2015; and (ii) the expiration date. As of April 30, 2016, the conditions for exercisability were met and the options were fully exercisable. The Company has valued these options using the Black-Scholes option pricing model, resulting in a fair market value of an aggregate of $10,062,500, which options have been fully recognized as an expense for the year ended July 31, 2016.

On May 17, 2016, the Company granted options to purchase a total of 70,000 shares of Common Stock exercisable on a cashless basis to the then-new members of the Company’s Board. These options all have an exercise price of $10.00 and a term of 5 years. The options for each new director vest as follows: 11,667 shares vest upon the uplisting of the Company to the NASDAQ Stock Market; 11,667 shares vest upon the cumulative funding of the Company of or in excess of $5,000,000 by institutional investors commencing May 5, 2016; and 11,666 shares vest upon the first submission of a NDA to the FDA for one of the Company’s products by either the Company or a Company licensee. The Company has valued these options using the Black-Scholes option pricing model which resulted in an aggregate fair market value of $580,286, of which an aggregate of $149,007 was recognized as expense for the year ended July 31, 2016.

The Company also recognized stock based compensation expense of $99,039 in connection with vested options granted in prior periods.

The assumptions used in the valuation for all of the options granted for the year ended July 31, 2016 and 2015 were as follows:

	2016			2015
Market value of stock on measurement date	$	7.00 to 10.00		$	3.75 to 7.30
Risk-free interest rate		0.71-2.05	%		1.00-1.73	%
Dividend yield		0	%		0	%
Volatility factor		124-373	%		147-407	%
Term		3-10 years			3-5 years

Stock option activity for year ended July 31, 2016 and is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at July 31, 2014		3,047,500		9.00		8.56
Granted		195,000		11.33
Forfeited/expired/cancelled		(85,000)		11.21
Outstanding at July 31, 2015		3,157,500		9.42		7.58
Granted		1,507,500		7.38
Exercised		(30,000)		5.00
Outstanding at July 31, 2016		4,635,000		8.79		7.39	$	2,731,250
Exercisable at July 31, 2016		4,281,666		8.37		7.82	$	2,731,250

A summary of the status of the Company’s non-vested options as of July 31, 2016 and changes during the year ended July 31, 2016 are presented below:

Non-vested options	Number of Options		Weighted Average Grant Date Fair Value

Non-vested at July 31, 2014		17,500	$	3.11
Granted		195,000		5.09
Vested		(175,000)		5.06
Non-vested at July 31, 2015		37,500	$	3.85
Granted		1,507,500		7.06
Vested		(1,454,167)		7.00
Non-vested at July 31, 2016		90,833	$	7.27

At July 31, 2016, there was $460,879 of unrecognized compensation costs related to non-vested stock options.

Warrants

On December 16, 2014, the Company issued warrants to purchase 38,800 shares of Common Stock with an exercise price of $8.00 per share to a consultant for services rendered. These warrants have a term of 10 years and vested immediately. The Company has valued these warrants using the Black-Scholes option pricing model which resulted in a fair market value of $144,724 which have been fully recognized as expense for the year ended July 31, 2015.

On March 19, 2015, the Company issued warrants to purchase 45,000 shares of Common Stock with an exercise price of $10.00 per share to a consultant for services rendered. These warrants have a term of 5 years and vested immediately. The Company has valued these warrants using the Black-Scholes option pricing model which resulted in a fair market value of $264,588 which have been fully recognized as expense for the year ended July 31, 2015.

Warrant activity for the year ended July 31, 2016 is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at July 31, 2014		1,254,752	$	20.00		4.33	$	-
Issued		83,800		9.07		-		-
Exercised		-				-		-
Outstanding at July 31, 2015		1,338,552	$	19.53		3.55	$	-
Expired		(123,167)		35.55		-		-
Outstanding at July 31, 2016		1,215,385	$	17.90		2.86	$	-
Exercisable at July 31, 2016		490,385	$	22.20		5.00	$	-