Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-13467 | ||
Entity Registrant Name | Inhibitor Therapeutics, Inc. | ||
Entity Central Index Key | 0001042418 | ||
Entity Tax Identification Number | 30-0793665 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 900 West Platt St Suite 200 | ||
Entity Address, City or Town | Tampa | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33606-2173 | ||
City Area Code | 813 | ||
Local Phone Number | 864-2562 | ||
Title of 12(g) Security | Common stock, par value $.0001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7.8 | ||
Entity Common Stock, Shares Outstanding | 171,793,134 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 677 | ||
Auditor Name | Cherry Bekaert LLP | ||
Auditor Location | Tampa, Florida |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,951,224 | $ 30,626 |
Prepaid expenses | 23,900 | 28,158 |
Total current assets | 11,975,124 | 58,784 |
Total assets | 11,975,124 | 58,784 |
Current liabilities: | ||
Accounts payable | 145,161 | 279,842 |
Dividends payable, related party | 100,823 | |
Note payable, related party | 411,000 | 231,000 |
Interest payable, related party | 14,965 | |
Accrued expenses and other liabilities | 122,621 | 53,000 |
Total current liabilities | 678,782 | 679,630 |
Deferred revenue, related party | 3,000,000 | 3,000,000 |
Total liabilities | 3,678,782 | 3,679,630 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 171,793,134 and 376,858,323 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 17,179 | 37,686 |
Additional paid-in capital | 54,033,084 | 50,051,711 |
Accumulated deficit | (45,753,921) | (57,671,109) |
Total stockholders’ equity (deficit) | 8,296,342 | (3,620,846) |
Total liabilities and stockholders’ equity (deficit) | 11,975,124 | 58,784 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred Stock value | ||
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred Stock value | 3,960,866 | |
Undesignated Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred Stock value |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 171,793,134 | 376,858,323 |
Common stock, shares issued | 171,793,134 | 376,858,323 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,246,377 | 7,246,377 |
Preferred stock, shares issued | 0 | 5,797,102 |
Preferred stock, shares outstanding | 0 | 5,797,102 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,253,623 | 2,253,623 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues: | ||
Expenses: | ||
Research and development | 6,150 | 4,905 |
General and administrative | 651,776 | 320,490 |
Total expenses | 657,926 | 325,395 |
Loss from operations | (657,926) | (325,395) |
Other income/(expenses): | ||
Gain on loan forgiveness | 41,600 | |
Gain on legal settlement | 12,619,492 | |
Gain on forgiveness of legal fees | 223,007 | |
Interest expense | (23,234) | (14,837) |
Income (loss) before income tax expense | 12,161,339 | (298,632) |
Income tax expense | 55,109 | |
Net income (loss) | 12,106,230 | (298,632) |
Preferred stock dividend | (189,042) | (200,001) |
Net income (loss) applicable to common shareholders | $ 11,917,188 | $ (498,633) |
Basic income (loss) per share | $ 0.03 | $ 0 |
Diluted income (loss) per share | $ 0.03 | $ 0 |
Weighted average common shares outstanding – basic | 366,183,697 | 376,247,777 |
Weighted average common shares outstanding – diluted | 367,776,961 | 376,247,777 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 3,960,866 | $ 37,364 | $ 49,814,043 | $ (57,172,476) | $ (3,360,203) |
Beginning balance, shares at Dec. 31, 2020 | 5,797,102 | 373,635,873 | |||
Issuance of common stock for payment of dividends on Preferred Stock, related party | $ 322 | 199,678 | 200,000 | ||
Issuance of common stock for payment of dividends on Preferred Stock, related party, shares | 3,222,450 | ||||
Stock based compensation | 37,990 | 37,990 | |||
Preferred stock dividends, related party | (200,001) | (200,001) | |||
Net income (loss) | (298,632) | (298,632) | |||
Ending balance, value at Dec. 31, 2021 | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,671,109) | (3,620,846) |
Beginning balance, shares at Dec. 31, 2021 | 5,797,102 | 376,858,323 | |||
Preferred stock dividends, related party | (189,042) | (189,042) | |||
Net income (loss) | 12,106,230 | 12,106,230 | |||
Cancellation of preferred and common stock | $ (3,960,866) | $ (20,507) | 3,981,373 | ||
Cancellation of preferred and common stock, shares | (5,797,102) | (205,065,189) | |||
Ending balance, value at Dec. 31, 2022 | $ 17,179 | $ 54,033,084 | $ (45,753,921) | $ 8,296,342 | |
Beginning balance, shares at Dec. 31, 2022 | 171,793,134 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 12,106,230 | $ (298,632) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities | ||
Stock based compensation | 37,990 | |
Gain on loan forgiveness | (41,600) | |
Gain on legal settlement | (330,830) | |
Gain on forgiveness of legal fees | (176,889) | |
Changes in assets and liabilities: | ||
Prepaid expense and other assets | 4,258 | 28,542 |
Accounts payable and other current liabilities | 137,829 | 53,267 |
Net cash provided by (used in) operating activities | 11,740,598 | (220,433) |
FINANCING ACTIVITIES | ||
Proceeds from term debt facility, related party | 180,000 | 176,000 |
Net cash provided by financing activities | 180,000 | 176,000 |
Net increase (decrease) in cash and cash equivalents | 11,920,598 | (44,433) |
Cash and cash equivalents at beginning of year | 30,626 | 75,059 |
Cash and cash equivalents at end of year | 11,951,224 | 30,626 |
Supplemental disclosure of non-cash financing activities: | ||
Issuance of common stock for payment of Preferred Stock dividend | 200,000 | |
Cancellation of Mayne Equity | 3,981,373 | |
Accrued, but unpaid dividends | $ 189,042 | $ 100,823 |
Corporate overview
Corporate overview | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Corporate overview | 1. Corporate overview Overview The accompanying audited financial statements of Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”, “INTI”, “we”, “us” or similar terminology) as successor to Commonwealth Biotechnologies, Inc., a Virginia corporation (“CBI”), have been prepared by the Company as a going concern, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). As used herein, the term “common stock” means the Company’s common stock, $ 0.0001 Nature of the Business The Company is a pharmaceutical development company that is focused on developing and ultimately commercializing innovative therapeutics for patients with certain cancers and certain non-cancerous proliferation disorders. The Company has explored and expects to continue to explore acquiring or licensing other innovative therapeutics addressing unmet needs and orphan indications beyond cancer. While the Company is not presently conducting research and development activities with respect to its currently in-licensed technologies and its own intellectual property as a result of recently settled litigation involving the Company (see Note 9), the Company expects to continue to explore acquiring or licensing innovative preclinical and clinical stage therapeutics. The Company’s current primary focus is on the development of therapies initially for prostate and lung cancer in the U.S. market utilizing itraconazole, a drug currently approved by the U.S. Food and Drug Administration (“FDA”) for, and has been extensively used to, treat fungal infections, and has an extensive history of safe and effective use in humans. The Company has developed, optioned, and licensed intellectual property and know-how related to the treatment of cancer patients using itraconazole and certain itraconazole analogues. |
Liquidity and management_s plan
Liquidity and management’s plans | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and management’s plans | 2. Liquidity and management’s plans Due in significant part to the ongoing litigation in which the Company is involved (see Note 9), the Company has had very little cash and has been unable for some time to secure substantive additional funding to resume research and development activities. As a result, there had been substantial doubt about the Company’s ability to continue as a going concern. As discussed in Note 9, a settlement agreement was executed that went into effect on December 13, 2022, which among other stipulations resulted in the payment of approximately $ 14.3 On December 31, 2022, the Company had approximately $ 12 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Recent accounting pronouncements Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position. Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 3. Summary of Significant Accounting Policies – stock-based compensation Revenue Recognition The Company currently has no ongoing source of revenues. Miscellaneous income, including interest, is recognized when earned by the Company. Deferred revenue represents cash received for royalties in advance of being earned. Such payments are reflected as deferred revenue until recognized under the Company’s revenue recognition policy. Deferred revenue would be classified as current if management believes the Company will be able to recognize the deferred amount as revenue within twelve months of the balance sheet date. Deferred revenue will be recognized when the product is sold and the royalty is earned. Since all deferred revenue is related to the BCCNS product which is yet to be approved by FDA, the Company has determined that 100% 3.0 Legal Settlement Gain on legal settlement includes a legal settlement awarded to and received by the Company in accordance with a Settlement Agreement, along with various other items, including legal costs incurred relating to the litigation and forgiveness of certain balances due to the Defendants. Forgiveness of Legal Fees Gain on forgiveness of legal fees includes the forgiveness of legal fees previously incurred and owed to external legal counsel. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At times, the Company may maintain cash balances in bank accounts in excess of Federal Deposit Insurance Corporation insured amounts of $ 250,000 Research and Development Expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties who conduct research and development activities on behalf of the Company as well as purchased in-process research and development. Stock-Based Compensation The Company accounts for stock-based awards to employees and non-employees using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 – Accounting for Share-Based Payments, which provides for the use of the fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair values of restricted stock units issued are determined by the Company based predominantly on the trading price of the common stock on the date of grant. Fair value of each common stock option is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on historical volatility of a peer group’s common stock and other factors estimated over the expected term of the options. The expected term of the options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield. No stock-based awards were issued during the year ended December 31, 2022. Income taxes Deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that are expected to apply to the differences in the periods that they are expected to reverse. See Note 6 for details. Management has evaluated the guidance relating to accounting for uncertainty in income taxes and has determined that the Company had no uncertain income tax positions that could have a significant effect on the financial statements for the years ended December 31, 2022 or 2021. INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable | |
Notes Payable | 4. Notes Payable On May 3, 2020, the Company received loan proceeds of $ 41,600 The PPP Loan, which was in the form of a promissory note dated May 2, 2020, was to mature on May 2, 2022 1% The loan was forgiven by the SBA under the terms of the CARES Act on March 31, 2021. Under the terms of the CARES Act, PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company used the loan proceeds for purposes consistent with the CARES Act. |
Mayne Term Debt Facility
Mayne Term Debt Facility | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Mayne Term Debt Facility | 5. Mayne Term Debt Facility On December 12, 2020, the Company and Mayne Pharma entered into a letter agreement for a term debt facility (the “Loan Agreement”) pursuant to which Mayne Pharma provided an aggregate $ 231,000 US Bank Prime Rate plus 5.00% 24 The Facility was available to the Company as follows: (i) $ 81,000 75,000 25,000 The Facility was unsecured, contained no financial covenants, required no guarantees and was not accompanied by any equity component. The Loan Agreement included certain limited representations and warranties and negative covenants of the Company. The Loan Agreement was negotiated and approved on behalf of the Company by a special committee of disinterested, independent members of the Company’s Board of Directors (the “Board”) which was formed on November 17, 2020 for such purpose. The special Board committee consisted of W. Mark Watson, R. Dana Ono and Debra Peattie, who are each disinterested with respect to Mayne Pharma. The balance at December 31, 2021 was $ 231,000 During 2022, the Company executed several agreements with Mayne Pharma to amend the Loan Agreement and the Facility (the “Loan Amendments”). Under the terms of the Loan Amendments: (i) the amount of the Facility was increased several times, ultimately to $ 411,000 180,000 411,000 INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The components of the income tax expense for the years ended December 31, 2022 and 2021 were as follows: Schedule of Components of Income Tax Expense 2022 2021 Years Ended December 31, 2022 2021 Current: Federal $ 22,850 $ - State 32,259 - Total current expense 55,109 - Deferred: Federal - - State - - Total deferred expense - - Income tax expense $ 55,109 $ - The difference between expected income tax expense (benefit) and income tax expense (benefit) recorded in the financial statements is explained below: Schedule of Expected Income Tax Expense (Benefit) 2022 2021 Years Ended December 31, 2022 2021 Income taxes expense (benefit) computed at statutory rate $ 2,514,182 $ (62,713 ) State income tax expense (benefit), net 520,196 (12,976 ) Other (70,951 ) (905 ) Change in valuation allowance (2,908,318 ) 76,594 Total $ 55,109 $ — The significant components of deferred income tax assets and liabilities consist of the following: Schedule of Significant Components of Deferred Income Tax Assets and Liabilities Deferred tax assets (liabilities) 2022 2021 December 31, Deferred tax assets (liabilities) 2022 2021 In-process research and development $ 742,574 $ 742,574 Net operating loss carry forward 3,870,413 6,685,183 R&D credit 78,336 171,884 Share-based compensation 34,231 34,231 Other 6,061 6,061 Total deferred tax assets 4,731,615 7,639,933 Less: valuation allowance (4,731,615 ) (7,639,933 ) Total $ — $ — In accordance with GAAP, it is required that a deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized 100% The Company has historically generated federal and state net operating loss (“NOLs”). Under Section 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation”, as defined, there are annual limitations on the amount of the NOLs and other deductions which are available to the Company. Although the NOLs are available to be used to offset the taxable income generated from the Settlement Agreement, otherwise the NOLs incurred prior to December 13, 2022 are subject to this limitation. As such, the use of these NOLs to offset taxable income is limited to approximately $ 37,000 0.7 15.3 26.4 INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 7. Stockholders’ Equity Employee Stock Plans A 2009 Stock Incentive Plan was adopted by the Board of Directors and approved by the shareholders of CBI, the Company’s predecessor company. There are no options outstanding under this plan. On July 18, 2014, the EIP was adopted by the Company’s Board of Directors. On September 30, 2014, the EIP was approved by the majority of stockholders. The 2014 EIP initially authorized the issuance of up to 32,583,475 11 43,583,475 Pursuant to the Settlement Agreement, Mayne Pharma agreed to surrender for cancellation 205,065,189 5,797,102 17,391,306 4,347,827 10,773,815 Stock option activity for the years ended December 31, 2022 and 2021 is as follows: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding at December 31, 2020 13,349,461 $ 0.10 $ 14,587 Granted — - Exercise — Forfeited — Outstanding at December 31, 2021 13,349,461 $ 0.10 $ 1,072,144 Granted - - Exercise - Forfeited (10,773,815 ) Outstanding at December 31, 2022 2,575,646 $ 0.09 $ 111,774 Options outstanding (all are exercisable) at December 31, 2022 are as follows: Schedule of Stock Options Outstanding Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value $ 0.03 0.10 2,015,646 7.48 $ 0.04 $ 111,774 $ 0.11 0.30 560,000 4.29 $ 0.25 $ - 2,575,646 $ 111,774 There were no INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 7. Stockholders’ Equity (continued): Incentive awards may be in the form of stock options, restricted stock, restricted stock units and performance and other awards. In the case of incentive stock options, the exercise price will not be less than 100% 110% 10% three-year ten years five years 10 Stock-based compensation expense is determined based on the fair value of the stock-based awards and recognized over the vesting period. The Company recognized $ 0 37,990 no There were no |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 8. Related party transactions The Company had significant contractual agreements with Mayne Pharma, a majority stockholder prior to the Settlement Agreement discussed in Note 9. There were amounts due to Mayne Pharma at December 31, 2022 and December 31, 2021 as discussed in Note 5 – Mayne Term Debt Facility. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 9. Legal Proceedings : The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. Except as discussed below, the Company is not the subject of any pending legal proceedings. On September 15, 2022, Hedgepath, LLC (“HPLLC”), a significant minority stockholder of the Company, filed a civil action in the Delaware Court of Chancery (the “Court”) captioned Hedgepath, LLC v. Magrab, et al., C.A. No. 2019-0529-JTL (the “Action”) against certain of the Company’s current and former directors, and its President and Chief Executive Officer (the “Individual Defendants”), as well as the Company’s majority stockholder, Mayne Pharma Ventures Pty Ltd. (“Mayne Pharma”, and collectively with the Individual Defendants, the “Defendants”). The Company was named as a nominal defendant given the derivative nature of the claims. On December 3, 2019, HPLLC filed its Verified Amended and Supplemental Complaint (the “Complaint”). The Complaint asserts various claims, either directly on behalf of HPLLC or derivatively on behalf of the Company, for alleged breaches of fiduciary duty, violation of Delaware statute, waste, fraudulent misrepresentation, declaratory judgment, and dilution of stockholder equity arising out of transactions previously entered into between the Company and Mayne Pharma and Mayne Pharma’s relationship with the Company generally. The Complaint seeks unspecified damages and other relief. Additionally, on March 23, 2020, a Stockholder Class Action Complaint was filed in the Court by Company stockholder and purported class representative Samuel P. Sears purportedly on behalf of a class of certain holders of the Company’s common stock. That lawsuit, captioned Sears v. Magrab et al., C.A. No. 2020-0215-JTL (the “Putative Class Action”), asserts claims against the same Defendants (with the exception of the Company), and the facts underlying the claims largely mirror those alleged in the Action. On December 10, 2020, the Court entered a stipulated Order coordinating the Action and the Putative Class Action (together, the “Coordinated Actions”). On September 9, 2022, HPLLC, Sears, the Company, the Individual Defendants and Mayne Pharma entered into a Stipulation and Agreement of Compromise, Settlement, and Release, dated and filed with the Court (together with the exhibits thereto, the “Settlement Agreement”), which the Court approved, and the Settlement Agreement went into effect on December 13, 2022 (the “Effective Date”). INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 9. Legal Proceedings (continued): Pursuant to the Settlement Agreement, (i) the Defendants will cause $ 14,250,000 The Cash Consideration received by the Company pursuant to the Settlement Agreement in the amount of $ 14.25 2.0 0.3 0.04 55,000 On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, W. Mark Watson, Stefan J. Cross, Dr. R. Dana Ono, and Robert D. Martin (collectively, the “Resigning Directors”) gave notice of the Company of their resignation from the Board to be effective on December 13, 2022. The purpose of resignation of the Resigning Directors is in relation to the Settlement Agreement and not based on any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Pursuant to the Settlement Agreement, the stock options and warrants held by the Resigning Directors were cancelled. On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, Nicholas J. Virca and Garrison J. Hasara (collectively, the “Resigning Officers”) gave notice of the Company of their resignation from their officer positions to be effective on December 13, 2022. The purpose of resignation of the Resigning Officers is in relation to the Settlement Agreement and not based on any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Pursuant to the Settlement Agreement, the stock options and warrants held by the Resigning Officers were cancelled. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events In February 2023, the Company repaid the outstanding balance on the Mayne Term Debt Facility, in the amount of approximately $ 0.4 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position. |
Estimates | Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. INHIBITOR THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021 3. Summary of Significant Accounting Policies – stock-based compensation |
Revenue Recognition | Revenue Recognition The Company currently has no ongoing source of revenues. Miscellaneous income, including interest, is recognized when earned by the Company. Deferred revenue represents cash received for royalties in advance of being earned. Such payments are reflected as deferred revenue until recognized under the Company’s revenue recognition policy. Deferred revenue would be classified as current if management believes the Company will be able to recognize the deferred amount as revenue within twelve months of the balance sheet date. Deferred revenue will be recognized when the product is sold and the royalty is earned. Since all deferred revenue is related to the BCCNS product which is yet to be approved by FDA, the Company has determined that 100% 3.0 |
Legal Settlement | Legal Settlement Gain on legal settlement includes a legal settlement awarded to and received by the Company in accordance with a Settlement Agreement, along with various other items, including legal costs incurred relating to the litigation and forgiveness of certain balances due to the Defendants. |
Forgiveness of Legal Fees | Forgiveness of Legal Fees Gain on forgiveness of legal fees includes the forgiveness of legal fees previously incurred and owed to external legal counsel. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At times, the Company may maintain cash balances in bank accounts in excess of Federal Deposit Insurance Corporation insured amounts of $ 250,000 |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties who conduct research and development activities on behalf of the Company as well as purchased in-process research and development. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees and non-employees using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 – Accounting for Share-Based Payments, which provides for the use of the fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair values of restricted stock units issued are determined by the Company based predominantly on the trading price of the common stock on the date of grant. Fair value of each common stock option is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on historical volatility of a peer group’s common stock and other factors estimated over the expected term of the options. The expected term of the options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield. No stock-based awards were issued during the year ended December 31, 2022. |
Income taxes | Income taxes Deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that are expected to apply to the differences in the periods that they are expected to reverse. See Note 6 for details. Management has evaluated the guidance relating to accounting for uncertainty in income taxes and has determined that the Company had no uncertain income tax positions that could have a significant effect on the financial statements for the years ended December 31, 2022 or 2021. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the income tax expense for the years ended December 31, 2022 and 2021 were as follows: Schedule of Components of Income Tax Expense 2022 2021 Years Ended December 31, 2022 2021 Current: Federal $ 22,850 $ - State 32,259 - Total current expense 55,109 - Deferred: Federal - - State - - Total deferred expense - - Income tax expense $ 55,109 $ - |
Schedule of Expected Income Tax Expense (Benefit) | The difference between expected income tax expense (benefit) and income tax expense (benefit) recorded in the financial statements is explained below: Schedule of Expected Income Tax Expense (Benefit) 2022 2021 Years Ended December 31, 2022 2021 Income taxes expense (benefit) computed at statutory rate $ 2,514,182 $ (62,713 ) State income tax expense (benefit), net 520,196 (12,976 ) Other (70,951 ) (905 ) Change in valuation allowance (2,908,318 ) 76,594 Total $ 55,109 $ — |
Schedule of Significant Components of Deferred Income Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities consist of the following: Schedule of Significant Components of Deferred Income Tax Assets and Liabilities Deferred tax assets (liabilities) 2022 2021 December 31, Deferred tax assets (liabilities) 2022 2021 In-process research and development $ 742,574 $ 742,574 Net operating loss carry forward 3,870,413 6,685,183 R&D credit 78,336 171,884 Share-based compensation 34,231 34,231 Other 6,061 6,061 Total deferred tax assets 4,731,615 7,639,933 Less: valuation allowance (4,731,615 ) (7,639,933 ) Total $ — $ — |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2022 and 2021 is as follows: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding at December 31, 2020 13,349,461 $ 0.10 $ 14,587 Granted — - Exercise — Forfeited — Outstanding at December 31, 2021 13,349,461 $ 0.10 $ 1,072,144 Granted - - Exercise - Forfeited (10,773,815 ) Outstanding at December 31, 2022 2,575,646 $ 0.09 $ 111,774 |
Schedule of Stock Options Outstanding | Options outstanding (all are exercisable) at December 31, 2022 are as follows: Schedule of Stock Options Outstanding Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value $ 0.03 0.10 2,015,646 7.48 $ 0.04 $ 111,774 $ 0.11 0.30 560,000 4.29 $ 0.25 $ - 2,575,646 $ 111,774 |
Corporate overview (Details Nar
Corporate overview (Details Narrative) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Liquidity and management_s pl_2
Liquidity and management’s plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash and cash Equivalents | $ 11,951,224 | $ 30,626 |
Settlement Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash consideration | $ 14,300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Product Information [Line Items] | ||
Cash, FDIC insured amount | $ 250,000 | |
Royalty [Member] | ||
Product Information [Line Items] | ||
Deferred revenue | $ 3,000,000 | $ 3,000,000 |
Royalty [Member] | Mayne Pharma [Member] | ||
Product Information [Line Items] | ||
Ownership percent | 100% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Citibank [Member] - Paycheck Protection Program [Member] - USD ($) | May 03, 2020 | May 02, 2020 |
Line of Credit Facility [Line Items] | ||
Proceeds from notes payable | $ 41,600 | |
Debt instrument maturity date | May 02, 2022 | |
Interest rate | 1% |
Mayne Term Debt Facility (Detai
Mayne Term Debt Facility (Details Narrative) - Mayne Pharma [Member] - USD ($) | 12 Months Ended | ||
Dec. 12, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 231,000 | ||
Line of credit facility, interest rate description | US Bank Prime Rate plus 5.00% | ||
Debt instrument, term | 24 months | ||
Line of credit facility, current borrowing capacity | $ 81,000 | ||
Line of credit facility, remaining borrowing capacity | 75,000 | ||
Line of credit facility, periodic payment | $ 25,000 | ||
Loan Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 411,000 | ||
Line of credit facility | 411,000 | $ 231,000 | |
Letter Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Proceeds from line of credit | $ 180,000 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 22,850 | |
State | 32,259 | |
Total current expense | 55,109 | |
Deferred: | ||
Federal | ||
State | ||
Total deferred expense | ||
Income tax expense | $ 55,109 |
Schedule of Expected Income Tax
Schedule of Expected Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income taxes expense (benefit) computed at statutory rate | $ 2,514,182 | $ (62,713) |
State income tax expense (benefit), net | 520,196 | (12,976) |
Other | (70,951) | (905) |
Change in valuation allowance | (2,908,318) | 76,594 |
Income tax expense | $ 55,109 |
Schedule of Significant Compone
Schedule of Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
In-process research and development | $ 742,574 | $ 742,574 |
Net operating loss carry forward | 3,870,413 | 6,685,183 |
R&D credit | 78,336 | 171,884 |
Share-based compensation | 34,231 | 34,231 |
Other | 6,061 | 6,061 |
Total deferred tax assets | 4,731,615 | 7,639,933 |
Less: valuation allowance | (4,731,615) | (7,639,933) |
Total |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valluation allowance description | In accordance with GAAP, it is required that a deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized | |
Valuation allowance percentage | 100% | 100% |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 15,300,000 | $ 26,400,000 |
Settlement Agreement [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss amount used to offset against taxable income | 37,000 | |
Operating loss amount used to offset against taxable income | $ 700,000 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Shares, Outstanding, Beginning Balance | 13,349,461 | 13,349,461 | |
Weighted Average Exercise Price per Share | $ 0.09 | $ 0.10 | $ 0.10 |
Aggregate intrinsic value | $ 1,072,144 | $ 14,587 | |
Number of Shares, Granted | |||
Number of Shares, Exercised | |||
Number of Shares, Forfeited | (10,773,815) | ||
Number of Shares, Outstanding, Ending Balance | 2,575,646 | 13,349,461 | 13,349,461 |
Aggregate intrinsic value | $ 111,774 | $ 1,072,144 | $ 14,587 |
Schedule of Stock Options Outst
Schedule of Stock Options Outstanding (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Share-based payment award, options, outstanding, number | 2,575,646 | 13,349,461 | 13,349,461 |
Aggregate intrinsic value | $ 111,774 | $ 1,072,144 | $ 14,587 |
Range One [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Lower Range of Exercise Prices | $ 0.03 | ||
Upper Range of Exercise Prices | $ 0.10 | ||
Share-based payment award, options, outstanding, number | 2,015,646 | ||
Weighted average remaining contractual term | 7 years 5 months 23 days | ||
Weighted average exercise price | $ 0.04 | ||
Aggregate intrinsic value | $ 111,774 | ||
Range Two [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Lower Range of Exercise Prices | $ 0.11 | ||
Upper Range of Exercise Prices | $ 0.30 | ||
Share-based payment award, options, outstanding, number | 560,000 | ||
Weighted average remaining contractual term | 4 years 3 months 14 days | ||
Weighted average exercise price | $ 0.25 | ||
Aggregate intrinsic value |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of options issued | |||
Share-based Compensation | $ 37,990 | ||
Warrants outstanding | 0 | ||
Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Purchase price of common stock, percent | 10% | ||
Share-Based Payment Arrangement, Option [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Award vesting period | 3 years | ||
Expiration Period | 10 years | ||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Purchase price of common stock, percent | 100% | ||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Purchase price of common stock, percent | 10% | ||
Expiration Period | 5 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Compensation not yet recognized | $ 0 | ||
More Than 10% Common Stock Owners[Member] | Share-Based Payment Arrangement, Option [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Purchase price of common stock, percent | 110% | ||
Settlement Agreement [Member] | Directors and Officers [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of options held | 10,773,815 | ||
Mayne Pharma [Member] | Settlement Agreement [Member] | Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares surrender for cancellation | 205,065,189 | ||
Number of shares convertible | 17,391,306 | ||
Mayne Pharma [Member] | Settlement Agreement [Member] | Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares surrender for cancellation | 5,797,102 | ||
Mayne Pharma [Member] | Settlement Agreement [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of additional shares of warrant | 4,347,827 | ||
2014 Equity Incentive Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares authorized | 32,583,475 | ||
Stock options awarded, shares | 11,000,000 | ||
2014 Equity Incentive Plan [Member] | Mayne Pharma [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares authorized | 43,583,475 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Forgiveness of balances | $ 12,619,492 | ||
Tax liability | 55,000 | ||
Mayne Pharma [Member] | |||
Loss Contingencies [Line Items] | |||
Forgiveness of balances | 300,000 | ||
Litigation | 2,000,000 | ||
Mayne Pharma [Member] | Individual Defendants [Member] | |||
Loss Contingencies [Line Items] | |||
Compensation | 40,000 | ||
Settlement Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Defendants cash | $ 14,250,000 | ||
Settlement Agreement [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Forgiveness of balances | $ 14,250,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Millions | 1 Months Ended |
Feb. 28, 2023 USD ($) | |
Mayne Pharma [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Debt outstanding | $ 0.4 |