Acer Therapeutics (ACER) 10-K 27 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 24, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	ACER THERAPEUTICS INC.
Entity Central Index Key	0001069308
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 19,747,717
Entity Common Stock, Shares Outstanding		23,421,534
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ACER
Security Exchange Name	NASDAQ
Entity File Number	001-33004
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0426967
Entity Address, Address Line One	One Gateway Center
Entity Address, Address Line Two	Suite 356
Entity Address, Address Line Three	300 Washington Street
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458
City Area Code	844
Local Phone Number	902-6100
Document Annual Report	true
Document Transition Report	false
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	Boston, Massachusetts

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 2,329,218	$ 12,710,762
Collaboration receivable		5,000,000
Prepaid expenses	759,292	1,094,229
Deferred financing costs	408,000
Other current assets	20,188	9,283,625
Total current assets	3,516,698	28,088,616
Property and equipment, net	214,578	114,112
Other assets:
Goodwill	7,647,267	7,647,267
Other non-current assets	245,683	406,956
Total assets	11,624,226	36,256,951
Current liabilities:
Accounts payable	3,813,280	1,405,734
Accrued expenses	3,657,394	2,428,193
Deferred collaboration funding, current	8,412,971	15,825,938
Other current liabilities	741,425	9,450,085
Original Term Loan payable, current, at fair value	2,326,630
Total current liabilities	18,951,700	29,109,950
Deferred collaboration funding, non-current		8,661,109
Original Term Loan payable, non-current, at fair value	3,240,601
Convertible note payable, at fair value	6,047,532
Other non-current liabilities	145,665	209,497
Total liabilities	28,385,498	37,980,556
Commitments and Contingencies (Note 8)
Stockholders’ (deficit) equity:
Preferred stock, $0.0001 par value; authorized 10,000,000 shares; none issued and outstanding
Common stock, $0.0001 par value; authorized 150,000,000 shares; 19,624,280 and 14,310,244 shares issued and outstanding at December 31, 2022 and 2021, respectively	1,962	1,431
Additional paid-in capital	123,984,035	112,784,918
Accumulated deficit	(140,747,269)	(114,509,954)
Total stockholders' deficit	(16,761,272)	(1,723,605)
Total liabilities and stockholders' deficit	$ 11,624,226	$ 36,256,951

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	19,624,280	14,310,244
Common stock, shares outstanding	19,624,280	14,310,244

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue		$ 1,260,000
Operating expenses:
Research and development (net of collaboration funding of $7,825,263 and $6,055,295 in the years ended December 2022 and 2021, respectively)	$ 11,924,837	6,508,055
General and administrative (net of collaboration funding of $8,248,813 and $3,197,659 in the years ended December 2022 and 2021, respectively)	12,689,422	10,700,334
Total operating expenses	24,614,259	17,208,389
Loss from operations	(24,614,259)	(15,948,389)
Other income (expense), net:
Costs of debt issuance	(1,720,094)
Changes in fair value of debt instruments gain (loss)	245,138
Interest and other income (expense), net	(101,432)	519,639
Foreign currency transaction gain (loss)	(46,668)	54,757
Total other income (expense), net	(1,623,056)	574,396
Net loss	$ (26,237,315)	$ (15,373,993)
Net loss per share - basic	$ (1.66)	$ (1.08)
Weighted average common shares outstanding - basic	15,767,152	14,268,245
Net loss per share - diluted	$ (1.66)	$ (1.08)
Weighted average common shares outstanding - diluted	15,767,152	14,268,245

Statements of Operations (Paren

Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Research and Development
Collaboration funding amount	$ 7,825,263	$ 6,055,295
General and Administrative
Collaboration funding amount	$ 8,248,813	$ 3,197,659

Statements of Changes in Stockh

Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 8,224,334	$ 1,324	$ 107,358,971	$ (99,135,961)
Beginning balance, shares at Dec. 31, 2020		13,233,137
Issuance of common stock, net of issuance costs	3,139,047	$ 107	3,138,940
Issuance of common stock, net of issuance costs, shares		1,077,107
Stock-based compensation	2,287,007		2,287,007
Net loss	(15,373,993)			(15,373,993)
Ending balance at Dec. 31, 2021	$ (1,723,605)	$ 1,431	112,784,918	(114,509,954)
Ending balance, shares at Dec. 31, 2021	14,310,244	14,310,244
Issuance of common stock, net of issuance costs	$ 8,909,718	$ 531	8,909,187
Issuance of common stock, net of issuance costs, shares		5,314,036
Proceeds allocated to First SWK Warrant	327,031		327,031
Value of Second SWK Warrant	122,400		122,400
Stock-based compensation	1,840,499		1,840,499
Net loss	(26,237,315)			(26,237,315)
Ending balance at Dec. 31, 2022	$ (16,761,272)	$ 1,962	$ 123,984,035	$ (140,747,269)
Ending balance, shares at Dec. 31, 2022	19,624,280	19,624,280

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (26,237,315)	$ (15,373,993)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,840,499	2,287,007
Depreciation	66,035	70,913
Gain on extinguishment of debt		(568,909)
Non-cash changes in fair value of debt, (gain) loss	(245,138)
Debt issuance costs recognized as expense	1,720,094
Loss on disposal of property and equipment, net	4,669
Changes in operating assets and liabilities
Collaboration receivable	5,000,000	(5,000,000)
Prepaid expenses	334,937	(414,767)
Other current assets	9,280,463	(9,265,745)
Accounts payable	2,407,546	(266,375)
Accrued expenses	916,133	(1,352,908)
Deferred collaboration funding	(16,074,076)	20,487,047
Other current liabilities	(9,265,745)	9,262,821
Net cash used in operating activities	(30,251,898)	(134,909)
Cash flows from investing activities:
Purchase of property and equipment	(171,170)	(54,944)
Net cash used in investing activities	(171,170)	(54,944)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	8,909,718	3,139,047
Receipt of funds from Relief secured loan		4,000,000
Proceeds from Original Term Loan, net of warrant allocation and lender fees	6,013,148
Proceeds from Marathon Convertible Notes, net of lender fees	5,516,556
Proceeds allocated to First SWK Warrant based on valuation	327,031
Payment of debt and convertible debt issuance costs	(724,929)
Net cash provided by financing activities	20,041,524	7,139,047
Net (decrease) increase in cash and cash equivalents	(10,381,544)	6,949,194
Cash and cash equivalents, beginning of the year	12,710,762	5,761,568
Cash and cash equivalents, end of the year	2,329,218	12,710,762
Supplemental cash flow information:
Cash paid for interest	136,500
Non-cash financing activities:
Non-cash repayment of secured loan		4,000,000
Extinguishment of debt		$ 568,909
Issuance of Second SWK Warrant	$ 122,400

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Basis of Presentation	1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Acer Therapeutics Inc., a Delaware corporation (the “Company”), is a pharmaceutical company focused on the acquisition, development, and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. The Company identifies and develops treatments where science can be applied in new ways for use in diseases with high unmet need. In the U.S., OLPRUVA™ (sodium phenylbutyrate) for oral suspension is approved for the treatment of urea cycle disorders (“UCDs”) involving deficiencies of carbamylphosphate synthetase (“CPS”), ornithine transcarbamylase (“OTC”), or argininosuccinic acid synthetase (“AS”). The Company is also advancing a pipeline of investigational product candidates, including EDSIVO™ (celiprolol) for the treatment of vascular Ehlers-Danlos syndrome (“vEDS”) in patients with a confirmed type III collagen (COL3A1) mutation, and ACER-801 (osanetant) for the treatment of vasomotor symptoms (“VMS”), post-traumatic stress disorder (“PTSD”), and prostate cancer. We also intend to explore additional lifecycle opportunities for OLPRUVA™ (sodium phenylbutyrate) in various disorders where proof of concept data exists, subject to additional capital. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, and raising capital. The Company has received revenue and collaboration funding related to the collaboration and license agreement (the “Collaboration Agreement”) with Relief Therapeutics Holding AG (“Relief”) as described below but has not generated any product revenue from sales to date and may never generate any product revenue from sales in the future. Liquidity The Company had an accumulated deficit of $ 140.7 million and cash and cash equivalents of $ 2.3 million as of December 31, 2022. Net cash used in operating activities was $ 30.3 million and $ 0.1 million for the years ended December 31, 2022 and 2021, respectively. On November 9, 2018, the Company entered into a sales agreement with Roth Capital Partners, LLC, and on March 18, 2020, an amended and restated sales agreement was entered into with JonesTrading Institutional Services LLC and Roth Capital Partners, LLC. The agreement provides a facility for the offer and sale of shares of common stock from time to time having an aggregate offering price of up to $ 50.0 million depending upon market demand, in transactions deemed to be an at-the-market (“ATM”) offering. The Company has no obligation to sell any shares of common stock pursuant to the agreement and may at any time suspend sales pursuant to the agreement. Each party may terminate the agreement at any time without liability. During the year ended December 31, 2022, the Company sold 3,312,471 shares of common stock through its ATM facility at a gross sale price of $ 1.9749 per share, for proceeds of $ 6.5 million. Proceeds, net of $ 0.2 million of fees and offering costs, were $ 6.3 million. As of December 31, 2022, $ 33.5 million remained available under the Company’s ATM facility, subject to various limitations. Subsequent to December 31, 2022, the Company sold an aggregate of 1,462,254 shares of common stock under its ATM facility at an average gross sale price of $ 2.81 per share, resulting in gross proceeds of $ 4.1 million. Proceeds, net of $ 0.1 million of offering costs, were $ 4.0 million. In connection with the March 2023 Offering (defined below), the Company suspended the ATM facility and entered into a related restriction prohibiting the Company from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into common stock, subject to certain exceptions, until April 24, 2023. On April 30, 2020, the Company entered into an equity line purchase agreement and registration rights agreement pursuant to which Lincoln Park committed to purchase up to $ 15.0 million of the Company’s common stock. Under the terms and subject to the conditions of the purchase agreement, the Company had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park was obligated to purchase up to $ 15.0 million of the Company’s common stock, subject to various limitations. Such sales of common stock by the Company were subject to certain limitations, and occurred from time to time, at the Company’s sole discretion, over the 36-month period commencing on June 8, 2020. The number of shares the Company was able to sell to Lincoln Park on any single business day in a regular purchase was 50,000 , but that amount was able to be increased up to 100,000 shares, depending upon the market price of the Company’s common stock at the time of sale and subject to a maximum limit of $ 1.0 million per regular purchase. The purchase price per share for each such regular purchase was based on prevailing market prices of the Company’s common stock immediately preceding the time of sale as computed under the purchase agreement. In addition to regular purchases, the Company was also able to direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeded certain threshold prices as set forth in the purchase agreement. During the year ended December 31, 2021 , the Company sold 200,000 shares of common stock under its purchase agreement with Lincoln Park at a weighted average gross sale price of $ 2.47 per share, resulting in gross proceeds of $ 0.5 million. During the year ended December 31, 2022 , the Company sold 772,057 shares of common stock under its purchase agreement with Lincoln Park at a weighted average gross sale price of $ 1.42 per share, resulting in proceeds of $ 1.1 million. The Lincoln Park facility was completed on December 30, 2022. On January 25, 2021, the Company entered into an option agreement (the “Option Agreement”) with Relief, pursuant to which the Company granted Relief an exclusive option (the “Exclusivity Option”) to pursue a potential collaboration and license arrangement with the Company for the development, regulatory approval and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including UCDs and MSUD. The Option Agreement provided a period of time up to June 30, 2021, for the parties to perform additional due diligence and to work toward negotiation and execution of a definitive agreement with respect to the potential collaboration for ACER‑001. In consideration for the grant of the Exclusivity Option, (i) the Company received from Relief an upfront nonrefundable payment of $ 1.0 million, (ii) Relief provided to the Company a 12 -month secured loan in the principal amount of $ 4.0 million, as evidenced by a Promissory Note (the “Note”) the Company issued to Relief, and (iii) the Company granted Relief a security interest in all of its assets to secure performance of the Note, as evidenced by a Security Agreement (the “Security Agreement”). The Note was repayable in one lump sum within 12 months from issuance and bore interest at a rate equal to 6 % per annum. On March 19, 2021, the Company entered into the Collaboration Agreement with Relief providing for the development and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including for the treatment of UCDs and MSUD. The Company received a $ 10.0 million cash payment from Relief (consisting of a $ 14.0 million “Reimbursement Payment” from Relief to the Company offset by payment of the $ 4.0 million outstanding balance of the Note plus interest earned through the date of the Collaboration Agreement) and Relief released its security interest in all of the Company’s assets, pursuant to the Promissory Note. Under the terms of the Collaboration Agreement, Relief committed to pay the Company up to an additional $ 20.0 million for U.S. development and commercial launch costs for the UCDs and MSUD indications (the “Development Payments”). During the three months ended June 30, 2021, the Company received from Relief the $ 10.0 million First Development Payment. The Company was contractually entitled to receive from Relief an additional $ 10.0 million Second Development Payment conditioned upon the FDA’s acceptance of a New Drug Application (“NDA”) for OLPRUVA TM in a UCD for filing and review. This acceptance was received on October 4, 2021. On October 6, 2021, the Company entered into a Waiver and Agreement with Relief to amend the timing for the Second Development Payment. The Company received the Second Development Payment in two $ 5.0 million tranches on each of October 12, 2021 and January 14, 2022 . Further, the Company retained development and commercialization rights in the U.S., Canada, Brazil, Turkey, and Japan (“Acer Territory”). The companies will split net profits from the Acer Territory 60 %:40% in favor of Relief. Relief licensed the rights for the rest of the world (“Relief Territory”), where the Company will receive from Relief a 15 % royalty on all net sales received in the Relief Territory. The Company could also receive a total of $ 6.0 million in milestone payments based on the first European marketing approvals of OLPRUVA TM for a UCD and MSUD. The terms of the Collaboration Agreement and Option Agreement are further described below in the Revenue Recognition and Accounting for Collaboration Agreements section of Note 2, Significant Accounting Policies. On March 4, 2022, the Company entered into a Credit Agreement (the “SWK Credit Agreement”) with the lenders party thereto and SWK Funding LLC (“SWK”), as the agent, sole lead arranger and sole bookrunner, which provided for a senior secured term loan facility in an aggregate amount of $ 6.5 million in a single borrowing (the “Original Term Loan”). The Original Term Loan funding closed on March 14, 2022. The proceeds of the Original Term Loan were used to pay fees, costs and expenses related to the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement (as defined and described below) and the Marathon Credit Agreement (as defined and described below) and for other working capital and general corporate purposes. On August 19, 2022, the Company entered into an amendment (the “First Amendment”) to the SWK Credit Agreement, which extended the date through which the Company has the option to capitalize interest on the SWK Credit Agreement and which revised the Company’s minimum cash requirement under the Original Term Loan. On Janu ary 30, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the SWK Credit Agreement. In addition to other provisions, the Second Amendment provides for an additional senior secured term loan to be made to the Company in an aggregate amount of $ 7.0 million in a single borrowing which funded on January 31, 2023 (the “Second Term Loan”, and together with the Original Term Loan, the “SWK Loans”). The SWK Loans made under the SWK Credit Agreement as amended by the Second Amendment (the “Current SWK Credit Agreement”) bear interest at an annual rate of the sum of (i) 3-month SOFR, subject to a 1 % floor, plus (ii) a margin of 11 %, with such interest payable quarterly in arrears. In the event of default, the interest rate will increase by 3 % per annum over the contract rate effective at the time of default but shall not be higher than the maximum rate permitted to be charged by applicable laws. The Company has the option to capitalize such interest commencing on the date on which the Original Term Loan was funded and continuing until May 15, 2023. Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the principal amount of the SWK Loans amortizes at a monthly rate of $ 0.6 million starting April 15, 2023 , until the Company has issued additional equity or subordinated debt resulting in net cash proceeds of not less than $ 7.7 million (i.e., the sum of $ 10.0 million less the net proceeds from the March 2023 Offering), at which point the SWK Loans would revert to amortizing at a rate of $ 1.3 million payable quarterly . The final maturity date of the SWK Loans is March 4, 2024 . The Company has the option to prepay the SWK Loans in whole or in part. Upon the repayment of the Original Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid to SWK under the SWK Credit Agreement on or prior to the prepayment date) equal to 1.5 times the outstanding principal amount of the Original Term Loan, plus any and all payment-in-kind interest amounts. Upon the repayment of the Second Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid in cash to SWK under the SWK Credit Agreement with respect to the Second Term Loan) equal to the outstanding principal amount of the Second Term Loan (inclusive of payment-in-kind interest amounts) multiplied by: (i) if the repayment occurs on or before April 15, 2023, 1.18 , (ii) if the repayment occurs on or after April 16, 2023 but prior to May 16, 2023, 1.28667 , (iii) if the repayment occurs on or after May 16, 2023 but prior to June 16, 2023, 1.39334 , and (iv) if the repayment occurs on or after July 16, 2023, 1.5 . Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, the Company is are required to maintain for purposes of the SWK Loans unencumbered liquid assets of not less than the lesser of (x) the outstanding principal amount of the SWK Loans or (y) $ 3.0 million (as opposed to $ 1.5 million for clause (y) prior to the announcement of such topline results). The SWK Loans are secured by a first priority lien on all assets of the Company and any of its future subsidiaries pursuant to a Guarantee and Collateral Agreement entered into on March 4, 2022, between the Company and SWK, as agent (the “SWK Security Agreement”). The SWK Credit Agreement contains customary representations and warranties and affirmative and negative covenants. The Company paid to SWK $ 0.1 million in origination fees on the date on which the Original Term Loan was funded. In connection with the execution of the SWK Credit Agreement, the Company issued a warrant (the “First SWK Warrant”) to purchase 150,000 shares of the Company’s common stock at an exercise price of $ 2.46 per share. In connection with the execution of the First Amendment, the Company issued to SWK an additional warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $ 1.51 per share (such warrant, the "Second SWK Warrant"). In connection with the execution of the Second Amendment, the Company issued to SWK an additional warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $ 2.39 per share (such warrant, the “Third SWK Warrant” and, together with the First SWK Warrant and Second SWK Warrant, the "SWK Warrants"). SWK may exercise the SWK Warrants in accordance with the terms thereof for all or any part of such shares of common stock from the date on which the Original Term Loan was funded or such SWK Warrant was issued, as applicable, until and including March 4, 2029. On March 4, 2022, the Company also entered into a Marathon Convertible Note Purchase Agreement with MAM Aardvark, LLC (“Marathon”) and Marathon Healthcare Finance Fund, L.P. (“Marathon Fund” and together with “Marathon” each a “Holder” and collectively the “Holders”) (the “Marathon Convertible Note Purchase Agreement”) pursuant to which the Company issued and sold to the Holders secured convertible notes (the “Marathon Convertible Notes”) in an aggregate amount of up to $ 6.0 million (the “Convertible Note Financing”). The Convertible Note Financing closed on March 14, 2022. The proceeds of the Convertible Note Financing are being used to pay fees, costs and expenses related to the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement and the Marathon Credit Agreement and for other working capital and general corporate purposes. On January 30, 2023, the Company entered into an Amendment Agreement (the “Marathon Amendment Agreement”) with Marathon and Marathon Fund with respect to the Marathon Convertible Notes. The Marathon Convertible Notes bear interest at an annual rate of 6.5 %, with such interest payable quarterly ; provided, however, that each of the Holders have agreed to defer payment by the Company of accrued and unpaid interest on their respective Marathon Convertible Note existing on the date of the Marathon Amendment Agreement through March 31, 2023, with such deferred interest, together with any accrued and unpaid interest on each Marathon Convertible Note incurred after March 31, 2023, to be due and payable in cash by the Company on April 15, 2023. Subject to the restrictions set forth in a subordination agreement among each of the Holders and SWK, as agent and lender, the Company is required to repurchase each Marathon Convertible Note, on or before the fifth (5th) business day (but with five ( 5 ) business days’ notice) following the earlier of June 15, 2023 or the Company’s receipt of gross proceeds of at least $ 40.0 million from the issuance or sale of equity, debt and/or hybrid securities, loans or other financing on a cumulative basis since January 1, 2023 (excluding the Second Term Loan), at a price equal to 200 % (the “Buy-Out Percentage”) of the outstanding principal amount of such Marathon Convertible Note, together with any accrued but unpaid interest thereon to the date of such repurchase; provided, that if the Company is prohibited from effectuating such repurchases pursuant to a subordination agreement with SWK, the Company shall cause the repurchase to occur on or before the fifth (5th) business day following the earlier of such prohibition being no longer applicable or the payment in full of all senior indebtedness described in such subordination agreement, but with five ( 5 ) business days’ notice; and provided, further, that if such repurchase has not occurred by April 15, 2023, the Buy-Out Percentage shall be increased by 2500 basis points for each 90-day period after April 15, 2023, pro-rated for the actual number of days elapsed in the 90-day period before repurchase actually occurs (for example, if the repurchase occurs on May 30, 2023, the Buy-Out Percentage shall be increased to 212.5 %). Each of the Holders also has the right to convert all or any portion of the outstanding principal amount plus any accrued but unpaid interest under the Marathon Convertible Note held by such Holder into shares of common stock at a conversion price of $ 2.50 per share, subject to adjustment. Each Holder has certain rights with respect to the registration by the Company for resale of the shares of common stock issuable upon conversion of the Marathon Convertible Note held by such Holder which are forth in the Marathon Convertible Note Purchase Agreement. Any outstanding principal, together with all accrued and unpaid interest, will be payable on the earlier of the third anniversary of the date of issuance, or upon a change of control of the Company. Pursuant to the Marathon Convertible Note Purchase Agreement, the Marathon Convertible Notes are secured by a lien on collateral representing substantially all assets of the Company, although such security interest is subordinated to the Company’s obligations under the SWK Credit Agreement. On March 4, 2022, the Company also entered into a Credit Agreement (the “Marathon Credit Agreement”) with the lenders party thereto and Marathon, as the agent, sole lead arranger and sole bookrunner, which provided for a senior secured term loan facility in an aggregate amount of up to $ 42.5 million in a single borrowing (the “Term Loan”). The Term Loan was available to be borrowed only following full FDA approval for marketing of OLPRUVA TM and until December 31, 2022. The Company received approval for its NDA for OLPRUVA TM on December 22, 2022, and the Company and Marathon agreed to an Extension Agreement with respect to the Term Loan on December 30, 2022, which extended the commitment date for funding the Term Loan to January 16, 2023. The Company, subsequent to December 31, 2022, elected to terminate the Marathon Credit Agreement by entering into a Termination Agreement on January 30, 2023 , which terminated the Credit Agreement and the associated Royalty Agreement. See Note 12, Subsequent Events for further discussion of the status of the Marathon Convertible Notes, and the Marathon Credit Agreement. The Nasdaq Capital Market’s continued listing standards for the Company’s common stock require, among other things, that the Company maintain either (i) stockholders’ equity of $ 2.5 million, (ii) market value of listed securities of $ 35 million or (iii) net income from continuing operations of $ 500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. On May 31, 2022, the Company received a letter from the listing qualifications department staff of Nasdaq indicating that for the last 30 consecutive business days the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the $ 35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2). The Company’s stockholder’s equity and net income from continuing operations were also below the alternate listing standards levels at that time. In accordance with Nasdaq listing rules, the Company had 180 calendar days, or until November 28, 2022, to regain compliance. On December 29, 2022 the Nasdaq Stock Market LLC formally notified the Company that the Company had regained compliance for continued listing on the Nasdaq Capital Market. In addition, pursuant to Nasdaq Listing Rules, the Company is required to maintain a minimum bid price of $ 1.00 per share for continued listing on Nasdaq. Following the announcement of topline results in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the Company’s stock has traded below the required minimum bid price for continued listing on Nasdaq. There can be no assurance that the Company will be able to maintain compliance with Nasdaq listing standards. The Company’s failure to meet or to continue to meet these requirements could result in the Company’s common stock being delisted from the Nasdaq Capital Market. If the Company’s common stock were delisted from the Nasdaq Capital Market, among other things, this could result in a number of negative implications, including reduced market price and liquidity of the Company’s common stock as a result of the loss of market efficiencies associated with the Nasdaq, the loss of federal preemption of state securities laws, as well as the potential loss of confidence by suppliers, partners, employees and institutional investor interest, fewer business development opportunities, greater difficulty in obtaining financing and breaches of or events of default under certain contractual obligations (including an event of default under the loan agreement for the Marathon Convertible Notes). Management expects to continue to finance operations through the issuance of additional equity or debt securities, non-dilutive funding, and/or through strategic collaborations. Any transactions which occur may contain covenants that restrict the ability of management to operate the business and any securities issued may have rights, preferences, or privileges senior to the Company’s common stock and may dilute the ownership of current stockholders of the Company. The Company’ s cash and cash equivalents available at December 31, 2022, together with the proceeds from the Second Term Loan of $ 7.0 million which funded on January 31, 2023, net proceeds from its ATM facility subsequent to December 31, 2022, totaling $ 4.0 million from the sale of 1,462,254 shares for gross aggregate proceeds of $ 4.1 million and an average per share price of $ 2.81 less offering costs of $ 0.1 m illion, and $ 2.7 million of gross proceeds from a sale of securities (including 2,335,000 shares of common stock and pre-funded warrants to purchase up to 585,306 shares of common stock pursuant to a registered direct offering as well as warrants to purchase up to 2,920,306 shares of common stock in a concurrent private placement) which closed on March 24, 2023 (the “March 2023 Offering”), are expected to be sufficient to fund its anticipated operating and capital requirements into the middle of the second quarter of 2023. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has suffered recurring losses from operations, negative cash flows from operations, has a net working capital deficiency, has a net capital deficiency, and has minimum unencumbered liquid assets requirements under its SWK Credit Agreement. While the Company has received approval for its OLPRUVA TM product, it has yet to launch the product and establish a source of commercial product revenues and, as such, has been dependent on funding operations through the sale of equity securities, through a collaboration agreement, and through debt instruments. Since inception, the Company has experienced significant losses and incurred negative cash flows from operations. The Company has spent, and expects to continue to spend, a substantial amount of funds in connection with implementing its business strategy, including its planned product development efforts and potential precommercial activities. As of December 31, 2022, the Company had cash and cash equivalents of $ 2.3 million and current liabilities of $ 19.0 million , which include $ 8.4 million associated with deferred collaboration funding (see Revenue Recognition and Accounting for Collaboration Agreements below in Note 2, Significant Accounting Policies). The Company’s cash and cash equivalents available at December 31, 2022, together with the proceeds from the Second Term Loan of $ 7.0 million which funded on January 31, 2023, net proceeds from its ATM facility subsequent to December 31, 2022, totaling $ 4.0 million from the sale of 1,462,254 shares for gross aggregate proceeds of $ 4.1 million and an average per share price of $ 2.81 less offering costs of $ 0.1 million, and $ 2.7 million of gross proceeds from the registered direct offering closed on March 24, 2023, are expected to be sufficient to fund the Company’s anticipated operating and capital requirements into the middle of the second quarter of 2023. The Company will need to raise additional capital to fund continued operations beyond the middle of the second quarter of 2023. The Company may not be successful in its efforts to raise additional funds or achieve profitable operations. The Company continues to explore potential opportunities and alternatives to obtain the additional resources that will be necessary to support its ongoing operations beyond the middle of the second quarter of 2023, including raising additional capital through either private or public equity or debt financing, or additional program collaborations or non-dilutive funding, as well as using its ATM facility which has $ 29.4 million available as of March 24, 2023 , although the Company suspended its ATM facility in connection with the March 2023 Offering and entered into a related restriction prohibiting the Company from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into our common stock, subject to certain exceptions, until April 24, 2023 . (See At-the-Market Facility and Common Stock Purchase Agreement in Note 9 as well as Note 12.) Due to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $ 75 million from issuing securities under a shelf registration statement in excess of one-third of such company’s public float in a 12-month period, the Company is only able to issue a limited number of shares under its ATM facility. From May 19, 2020 through March 24, 2023, the Company has raised gross proceeds of $ 20.6 million from the ATM facility and gross proceeds of $ 4.0 million from the agreement with Lincoln Park, which equity line facility was completed on December 30, 2022. If the Company is unable to obtain additional funding to support its current or proposed activities and operations, it may not be able to continue its operations as currently anticipated, which may require it to suspend or terminate any ongoing development activities, modify its business plan, curtail various aspects of its operations, cease operations, or seek relief under applicable bankruptcy laws. In such event, the Company’s stockholders may lose a substantial portion or even all of their investment. These factors individually and collectively raise substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date these financial statements are available, or March 27, 2023 . The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. Basis of Presentation Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the U.S., as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Significant Accounting Polices

Significant Accounting Polices	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Polices	2. SIGNIFICANT ACCOUNTING POLICIES The preparation of these financial statements and related disclosures is in conformity with GAAP. A summary of the significant accounting policies followed by the Company in the preparation of the accompanying financial statements follows: Use of Estimates The Company’s accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. From time to time, estimates having relatively higher significance include determination of stand-alone selling price and variable consideration estimates for purposes of measuring collaboration funding, revenue recognition, deferred collaboration funding, stock-based compensation, inputs to fair value for debt, contract manufacturing and clinical trial accruals, and income taxes. Actual results could differ from those estimates and changes in estimates may occur. Revenue Recognition and Accounting for Collaboration Agreements The Company’s revenue and collaboration funding are generated from a single collaboration agreement which included the sale of a license of intellectual property. The Company analyzes its collaboration agreements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements , (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and the collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes the Company’s share of the allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. If the Company concludes a counter-party to a transaction is not a customer or otherwise not within the scope of ASC 606 or ASC 808, the Company considers the guidance in other accounting literature as applicable or by analogy to account for such transaction. The Company determines the units of account within the collaborative arrangement utilizing the guidance in ASC 606 to determine which promised goods or services are distinct. In order for a promised good or service to be considered “distinct” under ASC 606, the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). For any units of account that fall within the scope of ASC 606, where the other party is a customer, the Company evaluates the separate performance obligation(s) under each contract, determines the transaction price, allocates the transaction price to each performance obligation considering the estimated stand-alone selling prices of the services and recognizes revenue upon the satisfaction of such obligations at a point in time or over time dependent on the satisfaction of one of the following criteria: (1) the customer simultaneously receives and consumes the economic benefits provided by the vendor’s performance; (2) the vendor creates or enhances an asset controlled by the customer; and (3) the vendor’s performance does not create an asset for which the vendor has an alternative use and the vendor has an enforceable right to payment for performance completed to date. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property is recognized only when (or as) the later of the following events occurs: (i) the subsequent sale or usage occurs; or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). On January 25, 2021, the Company entered into the Option Agreement with Relief pursuant to which the Company granted Relief the Exclusivity Option to pursue a potential collaboration and license arrangement with the Company for the development, regulatory approval and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including UCDs and MSUD. The Option Agreement provided a period of time up to June 30, 2021 for the parties to perform additional due diligence and to work toward negotiation and execution of a definitive agreement with respect to the potential collaboration for ACER‑001. In consideration for the grant of the Exclusivity Option, (i) the Company received from Relief an upfront nonrefundable payment of $ 1.0 million, (ii) Relief provided to the Company a 12-month secured loan in the principal amount of $ 4.0 million, as evidenced by the Note issued by the Company to Relief, and (iii) the Company granted to Relief a security interest in all of its assets to secure performance of the Note, as evidenced by the Security Agreement. The Note was repayable in one lump sum within 12 months from issuance and bore interest at a rate equal to 6 % per annum. On March 19, 2021, the Company entered into the Collaboration Agreement with Relief providing for the development and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including for the treatment of UCDs and MSUD. The Company received a $ 10.0 million cash payment from Relief (consisting of a $ 14.0 million “Reimbursement Payment” from Relief to the Company, offset by repayment of the $ 4.0 million outstanding balance of the Note, plus interest earned through the date of the Collaboration Agreement), and Relief released its security interest in all of the Company’s assets pursuant to the Promissory Note. Under the terms of the Collaboration Agreement, Relief committed to pay the Company up to an additional $ 20.0 million for U.S. development and commercial launch costs for the UCDs and MSUD indications. During the three months ended June 30, 2021, the Company received from Relief the $ 10.0 million First Development Payment. The Company was contractually entitled to receive from Relief an additional $ 10.0 million Second Development Payment conditioned upon the FDA’s acceptance of an NDA for OLPRUVA TM in a UCD for filing and review. This acceptance was received on October 4, 2021. On October 6, 2021, the Company entered into a Waiver and Agreement with Relief to amend the timing for the Second Development Payment. The Company received the Second Development Payment in two $ 5.0 million tranches on each of October 12, 2021 and January 14, 2022. Further, the Company retained development and commercialization rights in the U.S., Canada, Brazil, Turkey and Japan (“Acer Territory”). The companies will split net profits from the Acer Territory 60 %:40% in favor of Relief. Relief licensed the rights for the rest of the world (“Relief Territory”), where the Company will receive from Relief a 15 % royalty on all net sales received in the Relief Territory. The Company could also receive a total of $ 6.0 million in milestone payments based on the first European (EU) marketing approvals for a UCD and MSUD. The Company assessed these agreements in accordance with the authoritative literature and concluded that they meet the definition of a collaborative arrangement per ASC 808. For certain parts of the Collaboration Agreement, the Company concluded that Relief represented a customer while, for other parts of the Collaboration Agreement, Relief did not represent a customer. The units of account of the Collaboration Agreement where Relief does not represent a customer are outside of the scope of ASC 606. The Company also determined that the development and commercialization services and Relief’s right to 60 % profit in the Acer Territory is within the scope of ASC Topic 730, Research and Development (“ASC 730”), with regard to funded research and development arrangements. The Company concluded the promised goods and services contained in the Collaboration Agreement, represented two distinct units of account consisting of a license in the Relief Territory, and a combined promise for the development and commercialization of OLPRUVA TM in the Acer Territory and the payment of 60 % net profit from that territory (together, the “Services”). The stand-alone selling price was estimated for each distinct unit of account utilizing an estimate of discounted cashflows associated with each. The Company determined that the transaction price at the outset of the Collaboration Agreement was $ 25.0 million, including the Option Fee of $ 1.0 million, the Reimbursement Payment of $ 14.0 million, and the First Development Payment of $ 10.0 million. The Company concluded that consistent with the evaluation of variable consideration, using the most likely amount approach, the Second Development Payment as well as the milestone payments for EU marketing approvals, should be fully constrained until the contingency associated with each payment has been resolved and the Company’s NDA is accepted for review by the FDA, and Relief receives EU marketing approval, respectively. The contingency associated with the Second Development Payment was resolved in the fourth quarter of 2021. Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company applied the principles of ASC 606 for those units of account where Relief is a customer and ASC 730-20 for the funded research and development activities. The license revenue was recognized at the point where the Company determined control was transferred to the customer. The combined unit of account for the Services associated with the allocation of the initial transaction price will be recognized over the service period through the anticipated date of first commercial sale of the OLPRUVA TM approved product in the U.S. The Company also determined that the Services associated with the allocation of the initial transaction price would be satisfied over time as measured using actual costs as incurred by the Company toward the identified development and commercialization services agreed to between the parties up to the point of first commercial sale of the OLPRUVA TM product. Research and development expenses and general and administrative expenses, as they relate to activities governed by the Collaboration Agreement, incurred in satisfying the Services unit-of-account will be recognized as contra-expense within their respective categories, consistent with the presentation guidance in ASC Topic 730. The Company recognizes a receivable under the Collaboration Agreement when the consideration to be received is deemed unconditional, or when only the passage of time is required before payment of that consideration is due. Amounts receivable under the Collaboration Agreement plus payments received from Relief, net of the amounts recorded as license revenue and as offsets to research and development expenses and to general and administrative expenses, are reported as deferred collaboration funding. At December 31, 2022, the amount of deferred collaboration funding associated with unsatisfied promises under the Collaboration Agreement amounted to $ 8.4 million . The Company has recorded $ 8.4 million as a current liability, which equates to the Company’s estimate of remaining spending under the Collaboration Agreement and which the Company estimates will be recognized within the next 12 months up to the point of the first commercial sale of OLPRUVA TM . The non-current liability reported as of December 31, 2021 represented the then current estimated amount that would have been taken against future net profit payments made to Relief should they have occurred. The Company expects to recognize this deferred collaboration funding as it incurs expenses associated with performing the Services up to the date of first commercial sale in the Acer Territory and through the end of the effective date of the Collaboration Agreement. At December 31, 2022, deferred collaboration funding was composed of $ 35.0 million received from Relief, offset by $ 1.3 million recognized as license revenue during the year ended December 31, 2021 and $ 13.9 million recorded as an offset to research and development expenses and $ 11.4 million recorded as an offset to general and administrative expenses subsequent to signing the Collaboration Agreement and through the date of this report. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . At December 31, 2022 and 2021, the Company had $ 2.1 million and $ 12.5 million, respectively, in excess of the FDIC insured limit. Under the Original Term Loan as amended, the Company’s minimum cash requirement was such that its unencumbered liquid assets must not be less than the lesser of (a) the outstanding principal amount of the Original Term Loan, or (b) $ 1.5 million ; provided, however, that due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, required amount pursuant to the foregoing clause (b) is increased to $ 3.0 million. The Company recognized a $ 4.0 million non-cash reduction in a secured loan from Relief during the year ended December 31, 2021, since the Reimbursement Payment from Relief was received net of the amount of principal and interest due in connection with the secured loan. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: · Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. · Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. · Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments consist of cash equivalents, collaboration receivable, accounts payable, accrued expenses, and debt instruments. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature, except for cash equivalents and debt instruments, which were marked to market at the end of each reporting period. See Note 7 for additional information on the fair value of the debt liabilities. The Company elected the fair value option for both its Original Term Loan and its Marathon Convertible Notes dated March 14, 2022 (see Note 7). The Company adjusts both the Original Term Loan and the Marathon Convertible Notes to fair value through the change in fair value of debt in the accompanying statements of operations. Subsequent unrealized gains and losses on items for which the fair value option is elected are reported in the accompanying statements of operations. Debt Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The Company determined that it is eligible for the fair value option election in connection with the Original Term Loan and the Marathon Convertible Notes. Each instrument met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC 825-10-15-4 and do not meet the definition of any of the financial instruments found within ASC 825-10-15-5 that are not eligible for the fair value option. At the date of issuance, the fair value for each instrument is derived from the instrument’s implied discount rate at inception. Research and Development Expenses Research and development costs are expensed as incurred and include compensation and related benefits, license fees, and third-party contracted research and manufacturing consultants. The Company sometimes makes nonrefundable advance payments for goods and services that will be used in future research and development activities. These payments are capitalized and recorded as an expense in the period that the goods are received or that the services are performed. From time to time, in connection with the Collaboration Agreement with Relief, the Company may recognize “contra-expense” for the research and development activities which were funded by the Collaboration Agreement. These contra-expense amounts are disclosed parenthetically on the face of the financial statements. General and Administrative Expenses General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits, and stock-based compensation; precommercial costs; and professional fees for legal, business consulting, auditing, and tax services. The Company expects that general and administrative expenses will be substantial in the future. From time to time, in connection with the Collaboration Agreement with Relief, the Company may recognize “contra-expense” for the general and administrative activities which were funded by the Collaboration Agreement. These contra-expense amounts are disclosed parenthetically on the face of the financial statements. Clinical Trial and Preclinical Study Expenses The Company makes estimates of prepaid and/or accrued expenses as of each balance sheet date in its financial statements based on certain facts and circumstances at that time. The Company’s accrued expenses for preclinical studies and clinical trials are based on estimates of costs incurred for services provided by contract research organizations (“CROs”), manufacturing organizations, and for other trial- and study-related activities. Payments under the Company’s agreements with external service providers depend on a number of factors such as site initiation, patient screening, enrollment, delivery of reports, and other events. In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period. Adjustments to research and development expenses may be necessary in future periods as the Company’s estimates change. As these activities are generally material to the Company’s financial statements, subsequent changes in estimates may result in a material change in the Company’s accruals. No material changes in estimates were recognized in either of the years ended December 31, 2022 and 2021. Accounts payable and accrued expenses include costs associated with preclinical or clinical studies of $ 0.9 million and $ 0.2 million at December 31, 2022 and 2021, respectively. Stock-Based Compensation The Company records stock-based payments at fair value. The measurement date for compensation expense related to awards is generally the date of the grant. The fair value of awards is recognized as an expense in the statement of operations over the requisite service period, which is generally the vesting period. The Company utilizes the simplified method to estimate the expected term of options until such time that it has adequate option granting and exercise history to refine this estimate. The fair value of options is calculated using the Black-Scholes option pricing model. This option valuation model requires the use of assumptions including, among others, the volatility of stock price, the expected term of the option, and the risk-free interest rate. A limited number of option grants are periodically made to non-employee contractors. The following assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2022 and 2021 using the Black-Scholes option pricing model: 2022 2021 Risk-free interest rate 1.18 % - 2.95 % 0.37 % - 0.84 % Expected life (years) 6.25 6.25 Expected volatility 112.0 % - 115.0 % 92.4 % Dividend rate 0 % 0 % Due to its limited operating history and a limited trading history of its common stock in relation to the life of its standard option grants, the Company estimates the volatility of its stock in consideration of a number of factors including the Company’s available stock price history and the stock price volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee directors) is based on the average of the contractual term (generally ten years ) and the vesting period. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The Company recognizes forfeitures related to employee stock-based awards as they occur. The risk-free rate for periods within the expected life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant. Option awards are granted at an exercise price equal to the closing market price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. Goodwill Goodwill represents the excess of the purchase price (consideration paid plus net liabilities assumed) of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company’s goodwill is allocated to the Company’s single reporting unit. The Company evaluates the recoverability of goodwill according to ASC Topic 350, Intangibles – Goodwill and Other annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill might be impaired. The Company may opt to perform a qualitative assessment or a quantitative impairment test to determine whether goodwill is impaired. If the Company were to determine based on a qualitative assessment that it was more likely than not that the fair value of the reporting unit was less than its carrying value, a quantitative impairment test would then be performed. The quantitative impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than its carrying amount, a goodwill impairment would be recognized for the difference. The Company performed a qualitative analysis of goodwill as of June 21, 2022 as it considered the Complete Response Letter received from the FDA in June 2022 with respect to the Company’s NDA in respect of OLPRUVA TM (sodium phenylbutyrate) for oral suspension for the treatment of patients with UCDs to be a triggering event requiring it to perform that analysis. Management concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount. The Company performed a qualitative analysis of goodwill as of December 31, 2022 and 2021 , in which management concluded that it was more likely than not that the fair value of the reporting unit is greater than its carrying amount. Foreign Currency Transaction Gain/(Loss) Gains and losses arising from transactions and revaluation of balances denominated in currencies other than U.S. dollars are recorded in foreign currency transaction gain/(loss) on the statements of operations. Income Taxes The Company recorded no income tax expense or benefit during the years ended December 31, 2022 and 2021, due to a full valuation allowance recognized against its net deferred tax assets. The Company is primarily subject to U.S. federal and Massachusetts state income taxes. The Company’s tax returns for years 2016 through present are open to tax examinations by U.S. federal and state tax authorities; however, carryforward attributes that were generated prior to January 1, 2016 remain subject to adjustment upon examination if they either have been utilized or will be utilized in a future period. For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are realizable. Utilization of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization. The tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure in the financial statements as of December 31, 2022 and 2021. The Company’s policy is to recognize interest and penalties related to income tax, if any, in income tax expense. As of December 31, 2022 and 2021 , the Company had no accruals for interest or penalties related to income tax matters. The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in the U.S. on March 27, 2020. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The Company is required to recognize the effects of tax law changes in the period of enactment. The enactment of the CARES Act did not result in material adjustments for the income tax provision for the year ended December 31, 2022 or to the Company’s assessment of the realizability of deferred tax assets as the carry back of net operating losses was used as a source of income. There were no other effects to the Company’s tax provision as a result of the CARES Act as of December 31, 2022 . Basic and Diluted Net Loss per Common Share Basic and diluted net loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, in those instances where it would be dilutive, the weighted average number of potential shares of common stock including the assumed exercise of stock options and warrants, the impact of unvested restricted stock, and the potential shares assuming conversion of convertible debt. Basic and diluted shares outstanding are the same for each period presented when all common stock equivalents, including potential shares from convertible debt and warrants, would be antidilutive due to the net losses incurred, except in certain instances as noted below. The two-class method is an earnings allocation formula that treats a participating security, such as a warrant, as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and while our warrants are considered a participating security, the terms of the warrant agreement does not obligate them to participate in losses. Diluted net income per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method or treasury stock method, as applicable, to the potentially dilutive instruments. A contract that may be settled in shares and is reported as an asset or liability for accounting purposes may require an adjustment to the numerator for any changes in income or loss that would result if the contract had been reported as an equity instrument for accounting purposes during the period, and doing so is dilutive to the net loss per share calculation (including as a result of the inclusion of underlying shares in the net loss per share calculation). Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of a pharmaceutical company focused on the acquisition, development, and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Computer hardware and software $ 142,870 $ 113,847 Leasehold improvements 52,887 60,535 Furniture and fixtures 111,603 145,487 Manufacturing equipment 135,330 — Subtotal property and equipment, gross 442,690 319,869 Less accumulated depreciation ( 228,112 ) ( 205,757 ) Property and equipment, net $ 214,578 $ 114,112 Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Computer hardware and software are depreciated over an estimated useful life of 3 years , leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the duration of the current lease arrangement, furniture and fixtures are depreciated over an estimated useful life of 7 years , and manufacturing equipment is depreciated over the estimated useful life of the particular asset.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued Expenses	4. ACCRUED EXPENSES Accrued expenses consisted of the following at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Accrued employee bonus and vacation $ 2,624,910 $ 419,354 Accrued interest 313,068 — Accrued precommercial costs 203,016 395,923 Accrued legal 172,945 162,812 Accrued accounting, audit, and tax fees 82,779 167,630 Accrued license fees 80,526 86,259 Accrued contract research and regulatory consulting 68,432 47,637 Accrued miscellaneous expenses 66,039 216,103 Accrued contract manufacturing 42,679 827,390 Accrued consulting 3,000 105,085 Total accrued expenses $ 3,657,394 $ 2,428,193

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	5. LEASES On March 6, 2018 , the Company entered into a lease agreement (the “Newton Lease”), commencing on October 1, 2018 , for certain premises, which consist of 2,760 square feet of office space located in Newton, Massachusetts. On March 5, 2019 , the Company entered into a modified lease agreement (the “Additional Newton Lease”) to lease an additional 1,600 square feet of office space, commencing on June 1, 2019 , located in Newton, Massachusetts. The Newton Lease expired on May 31, 2022 . On October 15, 2021 , the Company entered into a lease amendment extending the Additional Newton Lease through December 31, 2022 . Effective with the expiration of the Newton Lease and the extension of the Newton Additional Lease, the space leased by the Company in Newton was reduced to 1,600 square feet as of June 1, 2022 . The Additional Newton Lease expired on December 31, 2022 , and the Company is renting space on month-to-month basis for this facility. The Company is required to share in certain taxes and operating expenses associated with the Newton Lease and the Additional Newton Lease. The Company entered into a triple net lease (the “Bend Lease”) effective April 1, 2018 for certain premises consisting of 2,288 square feet of office space located in Bend, Oregon. On April 23, 2019 , the Company entered into a modified lease agreement (the “Additional Bend Lease”) to lease an additional 1,389 square feet of office space, commencing on May 1, 2019 , located in Bend, Oregon. On November 17, 2021 , the Company entered into a lease agreement to extend the term of the Bend Lease and the Additional Bend Lease to June 30, 2022 and to further extend the term either (1) until June 30, 2027 if FDA approval of OLPRUVA TM was received in June 2022, or (2) until June 30, 2025 if FDA approval of OLPRUVA TM was not received in June 2022. As FDA approval of OLPRUVA TM was not received in June 2022, the Company entered into a lease amendment in June 2022 such that the renewal term for this office space was extended until June 30, 2025 . The leases for the Newton and Bend office space are classified as operating leases. The leases contain immaterial provisions for rent holidays and rent escalations over the term of the leases, which have been included in the Company’s right of use asset and lease liabilities. In the year ended December 31, 2021, the Company recorded a non-cash transaction to recognize an additional $ 0.4 million right of use asset and lease liability in conjunction with the modifications to the leases. The Company’s lease liability as of December 31, 2022 and 2021 represents the net present value of future lease payments utilizing discount rates of 8 % to 10 %, which correspond to the Company’s incremental borrowing rates as of the effective dates of the leases. As of December 31, 2022 , the weighted average remaining lease term was 2.8 years. For the years ended December 31, 2022 and 2021 , the Company recorded expense of $ 0.2 million and $ 0.3 million, respectively, related to the leases and made cash payments of $ 0.2 million and $ 0.3 million, respectively, for amounts included in the measurement of lease liabilities. The Company is therefore reporting a right-of-use asset of $ 0.2 million in Other non-current assets and lease liabilities totaling $ 0.2 million in Other current liabilities and Other non-current liabilities as of December 31, 2022. The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the balance sheet as of December 31, 2022. Undiscounted lease liabilities for years ending December 31, 2023 103,925 2024 107,290 2025 54,579 Total undiscounted lease liabilities $ 265,794 Less effects of discounting ( 16,204 ) Total lease liabilities as of December 31, 2022 $ 249,590 The Company’s lease liabilities are reported on the balance sheets as follows: December 31, 2022 2021 Other current liabilities $ 103,925 $ 184,340 Other non-current liabilities 145,665 209,497 Total lease liabilities $ 249,590 $ 393,837

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	6. DEBT SWK Credit Agreement On March 4, 2022, the Company entered into the SWK Credit Agreement with the lenders party thereto and SWK, as the agent, sole lead arranger and sole bookrunner, which provides for a senior secured term loan facility in an aggregate amount of $ 6.5 million in a single borrowing (the “Original Term Loan”). The Original Term Loan closed on March 14, 2022, after consummation of the Convertible Note Financing (as defined and described below) as well as the satisfaction of other closing conditions as set forth in the SWK Credit Agreement. The proceeds of the Original Term Loan are being used to pay fees, costs and expenses related to the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement (as defined and described below) and the Marathon Credit Agreement (as defined and described below) and for other working capital and general corporate purposes. On August 19, 2022, the Company entered into an amendment (the “First Amendment”) to the SWK Credit Agreement, which extended the date through which the Company has the option to capitalize interest on the SWK Credit Agreement and which revised the Company’s minimum cash requirement under the Original Term Loan. The Original Term Loan bears interest at an annual rate of the sum of (i) 3-month LIBOR (or such other rate as may be agreed by the Company and SWK following the date on which 3-month LIBOR is no longer available), subject to a 1 % floor, plus (ii) a margin of 11 %, with such interest payable quarterly in arrears. In the event of default, the interest rate will increase by 3 % per annum over the contract rate effective at the time of default but shall not be higher than the maximum rate permitted to be charged by applicable laws. For the period ended December 31, 2022 , the current interest rate applicable to the Original Term Loan is 15.8 % . The Company has the option to capitalize such interest commencing on the date on which the Original Term Loan was funded and continuing until February 15, 2023. Commencing on February 15, 2023 , the principal amount of the Original Term Loan will amortize at a rate of $ 0.7 million payable quarterly . The final maturity date of the Original Term Loan is March 4, 2024 . The Company is required to pay $ 2.1 million of principal payments in 2023, with the remainder payable in 2024. The Company has the option to prepay the Original Term Loan in whole or in part. Upon the repayment of the Original Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid to SWK under the SWK Credit Agreement on or prior to the prepayment date) equal to 1.5 times the outstanding principal amount of the Original Term Loan, plus any and all paid-in-kind interest amounts. The Original Term Loan contains a provision for the establishment of an alternative rate of interest if LIBOR were to no longer be available at any point while the Original Term Loan is outstanding. Under the Original Term Loan as amended, the Company’s minimum cash requirement is such that its unencumbered liquid assets must not be less than the lesser of (a) the outstanding principal amount of the Original Term Loan, or ( b) $ 1.5 million; provided, however, that such $ 1.5 million amount shall automatically be increased to $ 3.0 million on the date that is 14 days following the date, if any, that the Company’s Board of Directors determines that discontinuation of the development program for the Company’s product candidate known as ACER-801 (osanetant) for the treatment of vasomotor symptoms is warranted based upon a serious adverse event or a lack of efficacy at any dose studied in the results from a completed Phase 2a trial. The Original Term Loan is secured by a first priority lien on all assets of the Company and any of its future subsidiaries pursuant to the SWK Security Agreement. The SWK Credit Agreement contains customary representations and warranties and affirmative and negative covenants. The Company paid to SWK $ 0.1 million in origination fees on the date on which the Original Term Loan was funded. The Original Term Loan contains certain provisions which could accelerate the maturity date of the outstanding loan should the Company be out of compliance with any of the stated covenants. At December 31, 2022, the Company did not deem probable any events that would give rise to such an acceleration. The Company classified the fair value of the interest and principal amortization payments of $ 1.5 million due within twelve months from the date of this report as current in the balance sheet as of December 31, 2022. In connection with the execution of the SWK Credit Agreement, the Company issued a warrant (the “First SWK Warrant”) to purchase 150,000 shares of the Company’s common stock at an exercise price of $ 2.46 per share. In connection with the execution of the First Amendment, the Company issued to SWK an additional warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $ 1.51 per share (such warrant, the "SWK Amendment Warrant" and, together with the First SWK Warrant, the "SWK Warrants"). SWK may exercise the SWK Warrants in accordance with the terms thereof for all or any part of such shares of common stock from the date on which the Original Term Loan was funded or such SWK Warrant was issued, as applicable, until and including March 4, 2029. The Company recognized the fair value of the First SWK Warrant for $ 0.3 million as additional paid in capital as of the date of the closing of the transaction. Additionally, the Company recognized the fair value of the SWK Amendment Warrant in connection with the First Amendment, for $ 0.1 million as additional paid in capital and as non-operating cost of debt issuance, as of the date of the First Amendment. The Company evaluated its compliance with all covenants with respect to the SWK Credit Agreement as amended and concluded that it was in compliance as of December 31, 2022. See Note 12, Subsequent Events for further discussion of the status of the SWK Credit Agreement and related arrangements. Marathon Convertible Notes On March 4, 2022, the Company also entered into the Marathon Convertible Note Purchase Agreement with MAM Aardvark, LLC (“Marathon”) and Marathon Healthcare Finance Fund, L.P. (“Marathon Fund” and together with “Marathon” each a “Holder” and collectively the “Holders”) pursuant to which the Company issued and sold to the Holders the Marathon Convertible Notes in an aggregate amount of $ 6.0 million (the “Convertible Note Financing”). The Convertible Note Financing closed on March 14, 2022 after satisfaction of closing conditions as set forth in the Marathon Convertible Note Purchase Agreement. The proceeds of the Convertible Note Financing are being used to pay fees, costs and expenses related to the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement and the Marathon Credit Agreement and for other working capital and general corporate purposes. The Marathon Convertible Notes bear interest at an annual rate of 6.5 %, with such interest payable quarterly ; provided, however, that until the first to occur of OLPRUVA TM Approval and the repayment in full of the Original Term Loan, interest will not be payable in cash, but will accrue and be payable in cash upon the earlier of a) the repayment of all obligations under the Original Term Loan and termination of such Original Term Loan or b) within three business days of OLPRUVA TM Approval. Subject to the restrictions set forth in an agreement among each of the Holders and SWK, as agent and lender, and any other intercreditor or subordination agreement entered into in connection with the Term Loan (defined below), each of the Holders has the right, during the 30-day periods beginning 12 months, 18 months and 24 months after the closing date of the Convertible Note Financing, to require the Company to redeem the Convertible Secured Note held by such Holder at a redemption price of the outstanding principal amount plus any accrued but unpaid interest. In the event of default, interest on the Marathon Convertible Notes will increase to the lower of 11.5 % per annum or the highest rate permitted by law. Each of the Holders also has the right to convert all or any portion of the outstanding principal amount plus any accrued but unpaid interest under the Marathon Convertible Note held by such Holder into shares of common stock at a conversion price of $ 2.50 per share, subject to adjustment, for an aggregate of 2.4 million shares upon conversion of the original principal amount. The nature of the adjustment to conversion price is limited to instances such as stock splits and reverse stock splits.. Each Holder has certain rights with respect to the registration by the Company for resale of the shares of common stock issuable upon conversion of the Marathon Convertible Note held by such Holder which are forth in the Marathon Convertible Note Purchase Agreement. Any outstanding principal, together with all accrued and unpaid interest, will be payable on the earlier of the third anniversary of the date of issuance, or upon a change of control of the Company. Pursuant to the Marathon Convertible Note Purchase Agreement, the Marathon Convertible Notes are secured by a lien on collateral representing substantially all assets of the Company, although such security interest is subordinated to the Company’s obligations under the SWK Credit Agreement and may also be subordinated to the Company’s obligations under the Marathon Credit Agreement. The Company evaluated its compliance with all covenants with respect to the Marathon Convertible Note Purchase Agreement and concluded that it was in compliance as of December 31, 2022. See Note 12, Subsequent Events for further discussion of the status of the Marathon Convertible Notes. Marathon Credit Agreement On March 4, 2022, the Company also entered into the Marathon Credit Agreement with the lenders party thereto and Marathon, as the agent, sole lead arranger and sole bookrunner, which provides for a senior secured term loan facility in an aggregate amount of up to $ 42.5 million in a single borrowing (the “Term Loan”). The Term Loan will be available to be borrowed only following OLPRUVA TM Approval and until December 31, 2022 (i.e., if OLPRUVA TM Approval does not occur on or before December 31, 2022, then the Term Loan will not be available unless the Company is able to obtain an extension for the time period beyond December 31, 2022, to the actual PDUFA target action date), and funding of the Term Loan is also subject to the satisfaction of conditions as set forth in the Marathon Credit Agreement. Although the Company’s resubmitted NDA in respect of OLPRUVA TM (sodium phenylbutyrate) for oral suspension for the treatment of patients with UCDs has been accepted for substantive review by the FDA, the PDUFA target action date is January 15, 2023. The Term Loan, if it becomes available, will be used to refinance certain other indebtedness of the Company (including the Original Term Loan), to pay fees, costs and expenses related to the Marathon Credit Agreement and for other working capital and general corporate purposes. Should the Term Loan become available, the Company will pay Marathon a commitment fee equal to 1.5 % of the term loan amount. The Marathon Credit Agreement also includes an accordion feature pursuant to which the Company, Marathon and the lenders under the Marathon Credit Agreement may agree to increase the Term Loan commitments by up to an additional $ 50.0 million dollars for a total commitment of $ 92.5 million; provided, however, that any such increase is within the sole discretion of each party (i.e., the Company cannot unilaterally trigger such an increase). The Term Loan would bear interest at an annual rate of 13.5 % and would be payable quarterly in arrears. The Company would have the option to capitalize up to 4 % of such interest commencing on the Term Loan Funding Date and continuing until the third anniversary of the Term Loan Funding Date. Commencing on the third anniversary of the Term Loan Funding Date, the principal outstanding amount of the Term Loan would amortize at a rate of 2.78 %, payable monthly. The final maturity date of the Term Loan would be the earlier of six years after the Term Loan Funding Date or December 31, 2028 . The Company would have the option to prepay the Term Loan in whole or in part at any time, subject to a prepayment fee equal to (a) if the prepayment is made prior to March 4, 2025, then the greater of 5 % or the amount of interest that would have accrued from the date of prepayment until March 4, 2025, (b) if the prepayment is made on or after March 4, 2025, but prior to March 4, 2026, then 3 %, (c) if the prepayment is made on or after March 4, 2026, but prior to March 4, 2027, then 2 %, or (d) if the prepayment is made on or after March 4, 2027, then 1 %. The Term Loan would be secured by a first priority lien on all assets of the Company and any of its future subsidiaries pursuant to a Guarantee and Collateral Agreement to be entered into on the Term Loan Funding Date between the Company and Marathon, as agent (the “Marathon Security Agreement”). The Marathon Credit Agreement contains customary representations and warranties and affirmative and negative covenants. The Company paid $ 0.2 million in commitment fees to Marathon in connection with obtaining the commitments in respect of the Term Loan and will pay $ 0.6 million in additional commitment fees to Marathon following OLPRUVA TM Approval or any change of control of the Company or sale or transfer of the OLPRUVA TM product. In connection with the Marathon Credit Agreement, on March 4, 2022, the Company, Marathon and the Marathon Fund also entered into the Royalty Agreement pursuant to which, in the event of the funding of the Term Loan, the Company will pay Marathon and the Marathon Fund, on a quarterly basis, 2 % of certain aggregate commercial revenue from sales of OLPRUVA TM during that quarter (i.e., 2 % of the net sales and of the amount of certain other payments), subject to a cap on the aggregate amount of such payments of $ 15.0 million. Upon a change of control of the Company or the sale of the OLPRUVA TM business to a third party, the Company would pay Marathon and the Marathon Fund the difference between $ 15.0 million and the aggregate amount of the payments previously made by the Company to Marathon and the Marathon Fund pursuant to the Royalty Agreement. As of December 31, 2022, the Company had not requested funding of the Term Loan, and as such had not triggered the associated Royalty Agreement. On December 30, 2022, the Company and Marathon entered into an Extension Agreement which extended the Term Loan Commitment Date to January 16, 2023. See Note 12, Subsequent Events for further discussion of the status of the Marathon Convertible Notes and the Marathon Credit Agreement. The Company engaged an exclusive financial advisor with respect to the financings contemplated by the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement and the Marathon Credit Agreement. In connection with the funding of the Original Term Loan and the Convertible Note Financing, the Company paid its financial advisor a fee of $ 0.5 million for its services. The Company is eligible to elect the fair value option under ASC 815 and bypass analysis of potential embedded derivatives and further analysis of bifurcation of any such financial instruments and has elected such option. The Company recognized the First SWK Warrant at fair value as of the date of the close of the transaction and recorded it in equity. The Original Term Loan and Marathon Convertible Notes met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC 825-10-15-4 and do not meet the definition of any of the financial instruments found within ASC 825-10-15-5 that are not eligible for the fair value option. Therefore, both the Original Term Loan and Marathon Convertible Notes are recorded at their fair value upon issuance and subsequently re-measured at each reporting period until their maturity, prepayment or conversion. Additionally, all issuance costs incurred in connection with a debt instrument that is measured at fair value pursuant to the election of the fair value option are expensed during the period the debt is acquired. The Original Term Loan was recorded at fair value of $ 6.2 million after allocating the fair value of the First SWK Warrant of $ 0.3 million. The Company incurred $ 1.2 million of debt issuance costs, which were expensed as incurred due to the election of the fair value option and were included in interest expense in the accompanying statement of operations for the year ended December 31, 2022. Debt issuance costs were comprised of $ 0.5 million that related to the costs and expense paid directly to SWK and the Holders, $ 0.7 million of costs and expenses paid to the Company’s financial advisor, and other legal and accounting costs. The fee of $ 0.2 million paid in connection with obtaining the commitments in respect of the Term Loan was paid to Marathon through gross proceeds received from the Marathon Convertible Notes. The Company recorded this fee as expense during the year ended December 31, 2022. As a result of the approval of OLPRUVA TM , the Company will pay $ 0.6 million for the Term Loan commitment fee and has recognized a liability for $ 0.6 million and a current asset for deferred financing costs of $ 0.4 million as of December 31, 2022, and has recognized expense during the period of $ 0.2 million for this fee. See Note 12, Subsequent Events for further discussion of the status of the Term Loan and related arrangements.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. FAIR VALUE MEASUREMENTS In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2022. As of December 31, 2022 Fair Value Measurements Carrying Amount Fair Value Level 1 Level 2 Level 3 Assets: Money Market Funds in Cash Equivalents $ 1,829,218 $ 1,829,218 $ 1,829,218 $ — $ — Liabilities: Debt: Marathon Convertible Notes $ 6,360,600 $ 6,360,600 $ — $ — $ 6,360,600 Original Term Loan $ 5,567,231 $ 5,567,231 $ — $ — $ 5,567,231 $ 11,927,831 $ 11,927,831 $ — $ — $ 11,927,831 A lattice-based model was used to estimate the fair value of the Marathon Convertible Notes at December 31, 2022. The lattice model utilizes a “decision tree,” whereby future movement in the Company’s common stock price is estimated based on a volatility factor. Additionally, the Company included in its decision tree, when relevant, a probability assessment of the approval of ACER-001 and the resulting impact of such an event. The Company classified the fair value of the Marathon Convertible Notes as a Level 3 measurement due to the lack of observable market data. The lattice model requires the development and use of assumptions, including the Company’s stock price volatility returns, an appropriate risk-free interest rate, default intensity rate, and expected recovery rate given default. The Company updated its estimate of fair value of the Original Term Loan based on the probability-weighted net present value of future cash flows at December 31, 2022. The significant unobservable inputs used in calculating the fair value of the Marathon Convertible Notes and Original Term Loan represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Any significant changes in the inputs described herein may result in significantly higher or lower fair value measurements. The Company recognized a decrease in the fair value of the Original Term Loan of $ 0.6 million during the year ended December 31, 2022 through non-operating income in the statement of operations as “Changes in fair value of debt instruments gain (loss)”. During the year ended December 31, 2022 , the Company recognized an increase in the fair value of the Marathon Convertible Notes of $ 0.4 million through non-operating income in the statement of operations. The Company recognized $ 0.3 million of accrued interest in connection with the Marathon Convertible Notes as of December 31, 2022 for the interest accrued on the notes since the date of issuance and payable as of this date in cash, now that it is allowable under the subordination agreement with the receipt of approval of OLPRUVA TM . The following table describes changes in debt recorded at fair value in the Company’s financial statements for the year ended December 31, 2022. December 31, 2021 Loan Received Payments Accrued interest expense Adjustment to Fair Value Mark to Market December 31, 2022 Marathon Convertible Notes (1) $ — $ 6,000,000 $ — $ 313,068 $ 47,532 $ 6,360,600 Original Term Loan — 6,172,969 — — ( 605,738 ) 5,567,231 $ — $ 12,172,969 $ — $ 313,068 $ ( 558,206 ) $ 11,927,831 (1) Marathon Convertible Notes were recorded as $ 0.3 million in accrued interest expenses and $ 6.0 million in convertible note payable, at fair value in the Company’s balance sheet at December 31, 2022.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES License Agreements In April 2014, the Company obtained exclusive rights to intellectual property relating to OLPRUVA TM for the treatment of inborn errors of branched-chain amino acid metabolism, including MSUD, and preclinical and clinical data, through a license agreement with Baylor College of Medicine (“BCM”). Under the terms of the agreement, as amended, the Company has worldwide exclusive rights to develop, manufacture, use, sell and import licensed products as defined in the agreement. The license agreement requires the Company to make certain upfront and annual payments to BCM, as well as reimburse certain legal costs, make payments upon achievement of defined milestones, and pay royalties in the low single-digit percent range on net sales of any developed product over the royalty term. In August 2016 , the Company signed an agreement with Assistance Publique—Hôpitaux de Paris, Hôpital Européen Georges Pompidou (“AP-HP”) (via its Department of Clinical Research and Development) granting the Company the exclusive worldwide rights to access and use data from a randomized, controlled clinical study of celiprolol. The Company used this pivotal clinical data to support an NDA regulatory filing for EDSIVO TM for the treatment of vEDS. The agreement requires the Company to make certain upfront payments to AP-HP, as well as reimburse certain costs and make payment of royalties in the low single-digit percent range on net sales of celiprolol over the royalty term. In September 2018 , the Company entered into a License Agreement for Development and Exploitation with AP-HP to acquire the exclusive worldwide intellectual property rights to three European patent applications relating to certain uses of celiprolol including (i) the optimal dose of celiprolol in treating vEDS patients, (ii) the use of celiprolol during pregnancy and (iii) the use of celiprolol to treat kyphoscoliotic Ehlers-Danlos syndrome (type VI). Pursuant to the agreement, the Company will reimburse AP-HP for certain costs and will pay annual maintenance fee payments. Subject to a minimum royalty amount, the Company will also pay royalty payments on annual net sales of celiprolol during the royalty term in the low single digit percent range, depending upon whether there is a valid claim of a licensed patent. Under the agreement, the Company will control and pay the costs of ongoing patent prosecution and maintenance for the licensed applications. The Company may terminate the agreement in its sole discretion upon written notice to AP-HP, and AP-HP may terminate the agreement in the event the Company fails to make the required payments after notice and opportunity to cure. Additionally, the agreement will terminate if the Company terminates clinical development, marketing approval is withdrawn by the health or regulatory authorities in all countries, the Company ceases to do business or there is a procedure of winding-up by court decision against the Company. The Company subsequently filed three U.S. patent applications on this subject matter in October 2018. In December 2018, the Company entered into an exclusive license agreement with Sanofi granting the Company worldwide rights to ACER-801, a clinical-stage, selective, non-peptide tachykinin NK3 receptor antagonist. The agreement required the Company to make a certain upfront payment to Sanofi, make payments upon achievement of defined development and sales milestones and pay royalties on net sales of ACER-801 over the royalty term. The Company plans to initially pursue development of ACER-801 as a potential treatment for iVMS. In May 2021 , the Company entered into an agreement with Emory University to acquire the exclusive worldwide intellectual property rights to a family of patents and patent applications related to the use of neurokinin receptor antagonists in managing conditioned fear and treating anxiety disorders including post-traumatic stress disorder. The Company has obtained issued claims in both Europe and the United States and continues to pursue additional claim scope in both jurisdictions. Pursuant to the agreement, the Company reimburses Emory for certain patent prosecution costs and annual maintenance fees. Should the Company obtain approval for a treatment method within the scope of a valid claim of a licensed patent, the Company will be obligated to make royalty payments on annual net sales of osanetant either in the low single digit percent range, or alternatively, that meet an agreed minimum royalty. Collaboration Agreement On March 19, 2021, the Company entered into the Collaboration Agreement with Relief providing for the development and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including for the treatment of UCDs and MSUD. The Collaboration Agreement is the culmination of the Option Agreement previously entered into between the Company and Relief on January 25, 2021, which provided Relief with an exclusive period of time up to June 30, 2021 for the parties to enter into a mutually acceptable definitive agreement with respect to the potential collaboration and license arrangements. In consideration for the grant of the exclusivity option, (i) the Company received from Relief an upfront non-refundable payment of $ 1.0 million, (ii) Relief provided to the Company a 12 -month secured loan in the principal amount of $ 4.0 million with interest at a rate equal to 6 % per annum, as evidenced by a promissory note the Company issued to Relief, and (iii) the Company granted Relief a security interest in all of its assets to secure performance of the promissory note, as evidenced by a security agreement. Upon signing the Collaboration Agreement, the Company received a $ 10.0 million cash payment from Relief (the $ 14.0 million (“Reimbursement Payment”) from Relief to the Company, offset by repayment of the $ 4.0 million outstanding balance of the prior loan, plus interest), and Relief released its security interest in the Company’s assets pursuant to the Promissory Note. Under the terms of the Collaboration Agreement, Relief committed to pay the Company Development Payments of up to an additional $ 20.0 million for U.S. development and commercial launch costs for the UCDs and MSUD indications. During the three months ended June 30, 2021, the Company received from Relief the $ 10.0 million First Development Payment. The Company was contractually entitled to receive from Relief an additional $ 10.0 million Second Development Payment conditioned upon the FDA’s acceptance of an NDA for OLPRUVA TM in a UCD for filing and review. This acceptance was received on October 4, 2021. On October 6, 2021, the Company entered into a Waiver and Agreement with Relief to amend the timing for the Second Development Payment. The Company received the Second Development Payment in two $ 5.0 million tranches on each of October 12, 2021 and January 14, 2022 . Further, the Company retained development and commercialization rights in the U.S., Canada, Brazil, Turkey and Japan (“Acer Territory”). The companies will split net profits from the Acer Territory 60 %:40% in favor of Relief. Relief licensed the rights for the rest of the world (“Relief Territory”), where the Company will receive from Relief a 15 % royalty on all net sales received in the Relief Territory. The Company could also receive a total of $ 6.0 million in milestone payments based on the first European (EU) marketing approvals of OLPRUVA TM for a UCD and MSUD. Paycheck Protection Program (“PPP”) Loan On April 11, 2020, the Company was advised that its principal bank, JPMorgan Chase Bank, N.A., had approved a $ 0.6 million loan under the PPP pursuant to the CARES Act that was signed into law on March 27, 2020. As a U.S. small business, the Company qualified for the PPP, which allows businesses and nonprofits with fewer than 500 employees to obtain loans of up to $10 million to incent companies to maintain their workers as they manage the business disruptions caused by the COVID-19 pandemic. The loan, evidenced by a promissory note to JPMorgan Chase Bank, N.A. as lender, had a term of two years , was unsecured, and was guaranteed by the Small Business Administration. The loan bore interest at a fixed rate of one percent per annum, with the first six months of interest and principal deferred. Some or all of a loan may be forgiven if at least 75 % of the loan proceeds are used by the Company to cover payroll costs, including benefits, and if the Company maintains its employment and compensation within certain parameters during the period following the loan origination date and complies with other relevant conditions. On June 5, 2020, the Payroll Protection Flexibility Act of 2020 was signed into law, adjusting certain terms of the loans issued under the PPP, including extending the initial deferral period from six to up to ten months, reducing from 75% to 60 % the portion of loan proceeds required to be used to cover payroll costs, and allowing borrowers to elect a 24-week rather than an eight-week period related to employment and compensation provisions. The Company accounted for the loan according to ASC 470. The Company was advised by JPMorgan Chase Bank, N.A. that the principal and interest associated with its PPP loan were forgiven in full as of June 10, 2021. Litigation From time to time, the Company may become involved in litigation or proceedings relating to claims arising out of its operations. To the extent that the Company incurs legal costs associated with any potential loss contingency, those legal costs are expensed as incurred. The Securities Class Action and Stockholder Derivative Actions On July 1, 2019, plaintiff Tyler Sell filed a putative class action lawsuit, Sell v. Acer Therapeutics Inc. et al. , No. 1:19-cv-06137GHW, against the Company, Chris Schelling and Harry Palmin, in the U.S. District Court for the Southern District of New York. The Complaint alleged that the Company violated federal securities laws by allegedly making material false and misleading statements regarding the likelihood of FDA approval for the EDSIVO TM NDA. With the selection of a lead plaintiff, the case was later captioned Skiadas v. Acer Therapeutics Inc. et al . The parties reached an agreement in principle to settle this action for a payment of $ 8.4 million, which was approved by the Court on January 7, 2022. As of December 31, 2021, the Company had recognized liabilities of $ 8.4 million for the proposed settlement and of $ 0.9 million for costs related to both the derivative and class action cases in other current liabilities and had also recognized an asset of an equal amount in other current assets representing the recovery from its insurance carriers of an equal amount. Both the liabilities and the asset were derecognized during the year ending December 31, 2022 as payment of the settlement was made by the Company’s insurance carriers. On August 12, 2019, a stockholder derivative action, Gress v. Aselage et al ., No. 1:19-cv-01505-MN, was filed in the U.S. District Court for the District of Delaware against certain of the Company’s present and former officers and directors, asserting damages resulting from the alleged breach of their fiduciary duties, based on the same facts at issue in the Skiadas case. On March 17, 2020, a second stockholder derivative action, Giroux v. Amello et al. , No. 1:20-cv-10537-GAO, was filed in the U.S. District Court for the District of Massachusetts against certain of the Company’s present and former officers and directors, asserting claims based on the same facts at issue in the Skiadas and Gress cases. On June 23, 2020, a third stockholder derivative action, King v. Schelling , et al ., No. 1:20-cv-04779-GHW, was filed in the U.S. District Court for the Southern District of New York against certain of the Company’s present and former officers and directors that arises from the same facts underlying the Skiadas , Gress , and Giroux cases. On July 6, 2020, a fourth stockholder derivative action, Diaz v. Amello et al. , No. 1:20-cv-00909-MN, was filed in the U.S. District Court for the District of Delaware. By Stipulation and Order dated August 7, 2020, the Gress and Diaz cases were consolidated under the caption In re Acer Therapeutics Inc. Derivative Litigation , Lead Case No. 1:19-cv-01505-MN. As disclosed previously, the parties reached an agreement to settle all of the derivative cases. At a hearing held on May 12, 2021 in the District Court of Massachusetts, the Court administering the matter, the settlement was approved. Payment of the settlement amount of $ 0.5 million, plus legal fees and costs in excess of the retention (deductible) amount, has been made by the Company’s insurance carriers. Commitments Under Clinical Trial Agreements The Company has entered into agreements with two CROs in connection with the conduct of two separate clinical trials for EDSIVO TM and ACER-801. As a part of those agreements, the Company has agreed to pay any third-party costs o r subcontracts associated with those agreements which are unpaid by the CRO. Such reimbursement would apply only to costs approved in advance by the Company. Those CRO agreements are subject to termination at any time, with or without cause, by the Company, in which case only costs earned or non-cancellable to date of termination would remain subject to reimbursement.

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders' (Deficit) Equity	STOCKHOLDERS’ (DEFICIT) EQUITY At-the-Market Facility On November 9, 2018, the Company entered into a sales agreement with Roth Capital Partners, LLC, and on March 18, 2020, the Company entered into an amended and restated sales agreement with JonesTrading Institutional Services LLC and Roth Capital Partners, LLC. The agreement provides a facility for the offer and sale of shares of common stock from time to time having an aggregate offering price of up to $ 50.0 million depending upon market demand, in transactions deemed to be an “at-the-market” (“ATM”) offering. The Company has no obligation to sell any shares of common stock pursuant to the agreement and may at any time suspend sales pursuant to the agreement. Each party may terminate the agreement at any time without liability. The Company will need to keep current its shelf registration statement and the offering prospectus relating to the ATM facility, in addition to providing certain periodic deliverables under the sales agreement, in order to use such facility. Due to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $75 million from issuing securities under a shelf registration statement in excess of one-third of such company’s public float in a 12-month period, the Company is currently only able to issue a limited number of shares which aggregate to not more than one-third of the Company’s public float. During the year ended December 31, 2022 , the Company sold an aggregate of 3,312,471 shares of common stock through the ATM at an average gross sale price of $ 1.9749 per share, for gross proceeds of $ 6.5 million. Proceeds, net of $ 0.2 million in fees and offering costs, were $ 6.3 million. During the year ended December 31, 2021 , the Company sold 877,107 shares of common stock at an average gross sale price of $ 3.1692 per share, for gross proceeds of $ 2.8 million. Proceeds, net of $ 0.2 million of fees and offering costs were $ 2.6 million. As of December 31, 2022 , $ 33.5 million remained available under the Company’s ATM facility. See Note 12, Subsequent Events for further discussion of the status of the Company’s ATM facility. Common Stock Purchase Agreement On April 30, 2020, the Company entered into an equity line purchase agreement and a registration rights agreement pursuant to which Lincoln Park committed to purchase up to $ 15.0 million of the Company’s common stock. Under the terms and subject to the conditions of the purchase agreement, the Company had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park was obligated to purchase up to $ 15.0 million of the Company’s common stock. Such sales of common stock by the Company were subject to certain limitations, and occurred from time to time, at the Company’s sole discretion, over the 36-month period commencing on June 8, 2020. The number of shares the Company was able to sell to Lincoln Park on any single business day in a regular purchase was 50,000 , but that amount was able to be increased up to 100,000 shares, depending upon the market price of the Company’s common stock at the time of sale and subject to a maximum limit of $ 1.0 million per regular purchase. The purchase price per share for each such regular purchase was based on prevailing market prices of the Company’s common stock immediately preceding the time of sale as computed under the purchase agreement. In addition to regular purchases, the Company was also able to direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeded certain threshold prices as set forth in the purchase agreement. Under applicable rules of the Nasdaq Capital Market, in no event may the Company issue or sell to Lincoln Park under the purchase agreement more than 19.99 % of the shares of the Company’s common stock outstanding immediately prior to the execution of the purchase agreement, unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of common stock to Lincoln Park under the purchase agreement equals or exceeds $ 2.1668 , such that issuances and sales of the common stock to Lincoln Park under the purchase agreement would be exempt from the issuance limitation under applicable Nasdaq rules. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if doing so would result in Lincoln Park beneficially owning more than 9.99 % of its common stock. The Company determined that the right to sell additional shares represents a freestanding put option under ASC 815 Derivatives and Hedging, but has a fair value of zero, and therefore no additional accounting was required. Actual sales of shares of common stock to Lincoln Park under the purchase agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. However, there can be no assurance that the Company will be able to receive the entire obligation amount from Lincoln Park because the purchase agreement contains limitations, restrictions, requirements, events of default and other provisions that could limit the Company’s ability to cause Lincoln Park to buy common stock from the Company. The proceeds under the purchase agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. The Company issued 148,148 shares of common stock to Lincoln Park as a commitment fee in connection with entering into the purchase agreement. The $ 0.4 million fair value of the commitment fee shares was recorded to General and administrative expenses along with other costs incurred in connection with entering into the purchase agreement. During the year ended December 31, 2022 , the Company sold 772,057 shares of common stock under its purchase agreement with Lincoln Park at a weighted average price of $ 1.42 per share, resulting in net proceeds of $ 1.1 million. During the year ended December 31, 2021 , the Company sold 200,000 shares of common stock under its purchase agreement with Lincoln Park at a weighted average price of $ 2.47 per share, resulting in proceeds of $ 0.5 million. The Lincoln Park facility was completed on December 30, 2022. Private Placement On November 29, 2022, the Company entered into a securities purchase agreement for the sale and issuance of an aggregate of 1,229,508 shares of the Company’s common stock, for an aggregate purchase price of $ 1.5 million, in a private placement with the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors and with the Chairman of the Company’s Board of Directors at a price per share of $ 1.22 . The shares of common stock issued in the private placement constitute “restricted securities” under the federal securities laws and are subject to a minimum six-month holding period. 2018 Stock Incentive Plan The Company’s 2018 Stock Incentive Plan (the “2018 Plan”), adopted on May 14, 2018, originally provided for the grant of up to 500,000 shares of common stock as stock options, restricted stock, stock appreciation rights, restricted stock units, performance-based awards and cash-based awards that may be settled in cash, stock or other property to employees, executive officers, directors, and consultants. In addition to the 500,000 shares, the total number of shares reserved for issuance under the 2018 Plan also consists of the sum of the number of shares subject to outstanding awards under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “2010 Plan”), and the 2013 Stock Incentive Plan, as amended (the “2013 Plan”), as of the effective date of the 2018 Plan that are subsequently forfeited or terminated for any reason prior to being exercised or settled, plus the number of shares subject to vesting restrictions under the 2010 Plan and the 2013 Plan on the effective date of the 2018 Plan that are subsequently forfeited, plus the number of shares reserved but not issued or subject to outstanding grants under the 2010 Plan and the 2013 Plan as of the effective date of the 2018 Plan, up to a maximum of 635,170 shares in aggregate. In addition, the number of shares authorized for issuance under the 2018 Plan is automatically increased (the “evergreen provision”) on the first day of each fiscal year beginning on January 1, 2019, and ending on (and including) January 1, 2028 , in an amount equal to the lesser of (i) 4 % of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) another amount (including zero) determined by the Company’s Board of Directors. On January 1, 2022 and 2021 , 572,410 and 529,325 additional shares, respectively, were authorized according to the evergreen provision. On February 18, 2022, the Company’s Board of Directors amended and restated the 2018 Plan to add a provision permitting the grant of inducement awards under Nasdaq Marketplace Rule 5635(c)(4) to eligible recipients and initially reserved 200,000 shares of the Company’s common stock for issuance pursuant to inducement awards granted under the 2018 Plan. Any shares subject to awards granted under the 2018 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2018 Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2018 Plan. The 2018 Plan is administered by the Company’s Board of Directors, which may in turn delegate authority to administer the plan to a committee such as the Compensation Committee, referred to herein as the 2018 Plan administrator. Subject to the terms of the 2018 Plan, the 2018 Plan administrator will determine recipients, the number of shares or amount of cash subject to awards to be granted, whether an option is to be an incentive stock options or non-incentive stock options and the terms and conditions of the stock awards, including the period of their exercisability and vesting. Subject to the limitations set forth below, the 2018 Plan administrator will also determine the exercise price of options granted under the 2018 Plan. The 2018 Plan expressly provides that, without the approval of the stockholders, the 2018 Plan administrator does not have the authority to reduce the exercise price of any outstanding stock options or stock appreciation rights under the 2018 Plan (except in connection with certain corporate transactions, such as stock splits, certain dividends, recapitalizations, reorganizations, mergers, spin-offs and the like), or cancel any outstanding underwater stock options or stock appreciation rights in exchange for cash or new stock awards under the 2018 Plan. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of ten years . Stock options granted to executive officers and employees generally vest either 1) over a four-year period, with 25 % vesting on the one-year anniversary of the grant date and the remaining 75 % vesting quarterly over the remaining three years, assuming continued service, and with vesting acceleration in full immediately prior to a change in control, or 2) for certain stock options granted on September 18, 2019, 50 % vest on each of January 1, 2021 and January 1, 2022, assuming continued service, and with vesting acceleration in full immediately prior to a change in control. For certain grants such as those made to members of the Company’s Board of Directors, vesting occurs 12 months after the date of the grant. Restricted stock units generally vest and are settled upon the first anniversary of the grant date. There were no grants of restricted stock units during the years ended December 31, 2022 or 2021 and no unvested restricted stock units as of December 31, 2022 or 2021. At December 31, 2022 , 389,313 shares of common stock remained available for the grant of future awards under the 2018 Plan. 2013 Stock Incentive Plan The Company’s 2013 Plan provided for the issuance of up to 165,000 shares of common stock as incentive or non-qualified stock options and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards were generally granted with an exercise price equal to the fair value of the common stock at the date of grant and had contractual terms of ten years . At December 31, 2022 , all shares available under the 2013 Plan were subject to outstanding equity awards, and no new awards may be granted under the 2013 Plan. 2010 Stock Incentive Plan The Company’s 2010 Plan, as amended and restated, provided for the grant of up to 470,170 shares of common stock as incentive or non-qualified stock options, stock appreciation rights, restricted stock units and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards were generally granted with an exercise price equal to the fair value of the common stock at the date of grant and had contractual terms of ten years . At December 31, 2022 , all shares available under the 2010 Plan were subject to outstanding equity awards, and no new awards may be granted under the 2010 Plan. Stock Plan Activity A summary of option activity under the 2018 Plan, 2013 Plan, and 2010 Plan for the year ended December 31, 2022 is as follows: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2021 1,954,975 $ 8.16 7.8 Granted 960,500 $ 2.33 Cancelled/forfeited ( 120,625 ) $ 3.41 Options outstanding at December 31, 2022 2,794,850 $ 6.36 7.4 $ 211 Options exercisable at December 31, 2022 1,462,238 $ 9.56 6.3 $ 4 At December 31, 2022 , there was $ 2.2 million of unrecognized compensation expense related to the stock-based compensation arrangements granted under all plans, which will be recognized as expense over the remaining vesting period for those options of 2.6 years. The weighted average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 1.99 and $ 2.57 , respectively. The fair value of shares vested during the years ended December 31, 2022 and 2021 was $ 2.2 million and $ 2.0 million, respectively. The amount of stock-based compensation expense recorded to research and development expenses and to general and administrative expenses is detailed in table below: Years Ended December 31, 2022 2021 Stock-based compensation expense Research and development $ 615,477 $ 696,283 General and administrative 1,225,022 1,590,724 Total stock-based compensation expense $ 1,840,499 $ 2,287,007 Warrants issued to SWK Year Ended December 31, 2022 2021 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Outstanding at beginning of the period — $ — — — Granted during the period 250,000 2.08 — — Outstanding at end of the period 250,000 $ 2.08 — $ — Exercisable at end of the period 250,000 $ 2.08 — $ — Weighted average remaining life 6.3 years —

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES There was no provision for income taxes for the years ended December 31, 2022 and 2021 , due to the Company’s operating losses and a full valuation allowance on deferred tax assets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 17,548,951 $ 12,059,019 Capitalized research and development costs 22,913,646 18,865,707 Accrued liabilities 691,212 156,415 Tax credit carryforwards 9,457,090 8,730,816 Stock-based compensation 2,086,266 1,745,654 Deferred collaboration funding 2,151,339 3,312,415 Operating lease 63,824 94,946 Debt issuance costs 229,073 — Unrealized foreign exchange gain 13,756 ( 3,616 ) Total deferred tax assets 55,155,157 44,961,356 Valuation allowance ( 55,033,001 ) ( 44,866,411 ) Net deferred tax assets 122,156 94,945 Deferred tax liabilities: Operating lease right of use asset ( 59,470 ) ( 94,945 ) Fair value debt ( 62,686 ) — Total deferred tax liabilities ( 122,156 ) ( 94,945 ) $ — $ — A reconciliation of the U.S. federal statutory tax rate to the effective tax rate is as follows: December 31, 2022 2021 Federal statutory rate 21.0 % 21.0 % R&D and Orphan Drug credits 2.7 % 6.4 % State income tax, net of federal tax benefit 15.9 % 5.4 % Valuation allowance ( 38.9 %) ( 33.2 %) Share-based compensation ( 0.7 %) ( 0.3 %) Other, net 0.0 % 0.7 % Effective tax rate 0.0 % 0.0 % Management currently believes that it is more likely than not that the deferred tax assets relating to the loss carryforwards and other temporary differences will not be realized in the future. Through December 31, 2022 , for income tax reporting purposes, the Company had U.S. federal net operating loss carryforwards of $ 66.6 million and research and development credits and Orphan Drug credits of $ 9.4 million that can be carried forward and offset against taxable income. For state purposes, the Company had state net operating loss carryforwards of $ 65.6 million and research and development credits of $ 67 thousand that can be carried forward and offset against taxable income. Federal net operating loss generated prior to 2018 and Massachusetts net operating losses can be carried forward for 20 years and begin to expire in 2031 . Research and development credits and Orphan Drug credits begin to expire in 2032 and 2034 , respectively. Federal net operating loss generated after 2017 can be carried forward indefinitely. Utilization of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization. There were no uncertain tax positions that require accrual or disclosure in the financial statements as of December 31, 2022 and 2021. The Company’s policy is to recognize interest and penalties related to income tax, if any, in income tax expense. As of December 31, 2022 and 2021 , the Company had no accruals for interest or penalties related to income tax matters. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the option to deduct research and development expenditures in the current year pursuant to IRC Section 174 and requires taxpayers to amortize them over five years for research performed in the U.S. and fifteen years for research performed outside the U.S. We have included the impact of this provision, which results in a gross deferred tax asset of approximately $ 19.0 million as of December 31, 2022. The 2017 merger of Opexa Therapeutics, Inc. and private Acer Therapeutics Inc. resulted in an ownership change for the Company. Additional ownership changes in the future could result in additional limitations on the Company’s net operating loss carryforwards and certain other tax attributes. Consequently, even if the Company achieves profitability, it may not be able to utilize a material portion of its net operating loss carryforwards and certain other tax attributes, which could increase its tax obligations and thus have a material adverse effect on its cash flow and results of operations. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an ‘‘ownership change,’’ the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income and taxes may be limited. In general, an “ownership change” generally occurs if there is a cumulative change in the Company’s ownership by “five-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. The Company experienced an ownership change on July 17, 2015 and August 3, 2018, and may experience ownership changes in the future as a result of this issuance or future transactions in the Company’s stock, some of which may be outside the Company’s control. As a result, if the Company earns net taxable income, the Company’s ability to use the Company’s pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss in each period by the weighted-average number of common shares outstanding during such period. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For the periods presented, common stock equivalents, consisting of stock-based awards and the SWK Warrants, were not included in the calculation of the diluted loss per share because to do so would be antidilutive. The exercise prices of the SWK Warrants are subject to a proportionate adjustment in the event of a stock dividend or stock split. The Company concluded that they should be deemed participating securities. However, as the Company is currently operating in a net loss position as of the December 31, 2022 and has not declared any dividends, such inclusion of the participating securities related to the SWK Warrants (as common stock equivalents) would be antidilutive and thus would be excluded from the calculation of net loss per share. When calculating diluted net loss per share, the Company includes, only if dilutive, the potential common shares associated with the Marathon Convertible Notes using the “if-converted” method, which adjusts the numerator for any impact to earnings for the period and includes in the denominator the shares assumed to be converted at the beginning of the period. As of December 31, 2022 and 2021, the number of shares of common stock underlying potentially dilutive securities consist of: December 31, 2022 2021 Options to purchase common stock 2,794,850 1,954,975 SWK Warrants 250,000 — Total 3,044,850 1,954,975 The application of the “if-converted” method to the 2.4 million shares associated with the Marathon Convertible Notes was not applicable for the year ended December 31, 2022 because to do so would have been antidilutive.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	12. SUBSEQUENT EVENTS Subsequent to December 31, 202 2, the Company sold an aggregate of 1,462,254 shares of common stock under its ATM facility at an average gross sale price of $ 2.81 per share, resulting in gross proceeds of $ 4.1 million. Proceeds, net of $ 0.1 million of offering costs , were $ 4.0 million. On March 14, 2023, the Company granted options to acquire a total of 630,000 shares of its common stock to its directors, officers, and employees. Amendments to Borrowing Agreements On Janu ary 30, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the SWK Credit Agreement. In addition to other provisions, the Second Amendment provides for an additional senior secured term loan to be made to the Company in an aggregate amount of $ 7.0 million in a single borrowing which was funded on January 31, 2023 (the “Second Term Loan”, and together with the Original Term Loan, the “SWK Loans”). Pursuant to the terms of the August 2022 SWK Credit Agreement as amended by the Second Amendment (the “Current SWK Credit Agreement”): • Interest Rate: Interest is now calculated on the SWK Loans based on 3-month SOFR instead of 3-month LIBOR, such that the SWK Loans now bear interest at an annual rate of the sum of (i) 3-month SOFR, subject to a 1 % floor, plus (ii) a margin of 11 %, with such interest payable quarterly in arrears. • Capitalization of Interest: The Company’s option to capitalize accrued interest (the “PIK Amount”) has been extended through May 15, 2023 (instead of the previous February 15, 2023). • Maturity Date: The final maturity date of the Second Term Loan is March 4, 2024 , which is the same as the final maturity date of the Original Term Loan. • Exit Fees: The Company has the option to prepay the Second Term Loan in whole or in part. Upon the repayment of the Second Term Loan (whether a voluntary prepayment, an accelerated repayment or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid in cash to SWK under the SWK Credit Agreement with respect to the Second Term Loan, but excluding the Third Warrant (defined below)) equal to the outstanding principal amount of the Second Term Loan (inclusive of PIK Amounts) multiplied by: (i) if the repayment occurs on or before April 15, 2023, 1.18 , (ii) if the repayment occurs on or after April 16, 2023 but prior to May 16, 2023, 1.28667 , (iii) if the repayment occurs on or after May 16, 2023 but prior to June 16, 2023, 1.39334 , and (iv) if the repayment occurs on or after July 16, 2023, 1.5 . The Second Amendment did not modify the exit fee applicable to the Original Term Loan. • Minimum Cash Requirement: The Second Amendment revised the liquidity covenant and, due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, , which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the Current SWK Credit Agreement now provides that the Company’s cash and cash equivalents balance minus the aggregate amount of any accounts payable which are unpaid more than 90 days beyond terms consistent with the Company’s practice must not be less than the lesser of (a) the outstanding principal amount of the SWK Loans, or (b) $ 3.0 million (as opposed to $ 1.5 million for clause (b) prior to the announcement of such topline results). • Amortization: Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, the principal amount of the SWK Loans amortizes at a monthly rate of $ 0.6 million starting April 15, 2023 , until the Company has issued additional equity or subordinated debt resulting in net cash proceeds of not less than $ 7.7 million (i.e., the sum of $ 10.0 million less the net proceeds from the March 2023 Offering), at which point the SWK Loans would revert to amortizing at a rate of $ 1.3 million payable quarterly . In connection with the execution of the Second Amendment, the Company issued to SWK an additional warrant (the “Third Warrant”) to purchase 250,000 shares of the Company’s common stock at an exercise price of $ 2.39 per share. SWK may exercise the Third Warrant in accordance with the terms thereof for all or any part of such shares of common stock from the date of issuance until and including March 4, 2029. On January 30, 2023, the Company entered into an Amendment Agreement (the “Marathon Amendment Agreement”) with Marathon and Marathon Fund (i.e., the Holders) with respect to the Marathon Convertible Notes. Pursuant to the terms of the Marathon Amendment Agreement: • Each Holder agrees to defer payment by the Company of accrued and unpaid interest on their respective Marathon Convertible Note existing on the date of the Marathon Amendment Agreement through March 31, 2023, with such deferred interest, together with any accrued and unpaid interest on each Marathon Convertible Note incurred after March 31, 2023, to be due and payable in cash by the Company on April 15, 2023. • Each Marathon Convertible Note is amended with retroactive effect to delete the concept of a default rate of interest. • Each Marathon Convertible Note is amended to obligate the Company to repurchase such Marathon Convertible Note, on or before the fifth (5th) business day (but with five ( 5 ) business days’ notice) following the earlier of June 15, 2023 or the Company’s receipt of gross proceeds of at least $ 40.0 million from the issuance or sale of equity, debt and/or hybrid securities, loans or other financing on a cumulative basis since January 1, 2023 (excluding the Second Term Loan), at a price equal to 200 % (the “Buy-Out Percentage”) of the outstanding principal amount of such Marathon Convertible Note, together with any accrued but unpaid interest thereon to the date of such repurchase; provided, that if the Company is prohibited from effectuating such repurchases pursuant to a subordination agreement with SWK, the Company shall cause the repurchase to occur on or before the fifth (5th) business day following the earlier of such prohibition being no longer applicable or the payment in full of all senior indebtedness described in such subordination agreement, but with five ( 5 ) business days’ notice; and provided, further, that if such repurchase has not occurred by April 15, 2023, the Buy-Out Percentage shall be increased by 2500 basis points for each 90-day period after April 15, 2023, pro-rated for the actual number of days elapsed in the 90-day period before repurchase actually occurs (for example, if the repurchase occurs on May 30, 2023, the Buy-Out Percentage shall be increased to 212.5 %). With respect to the Credit Agreement, dated as of March 4, 2022, as amended by the Extension Agreement dated as of December 30, 2022 (as so amended, the “Marathon Term Credit Agreement”), among the Company, the Lenders party thereto (the “Lenders”) and Marathon, not individually, but solely in its capacity as administrative and collateral agent for the Lenders (the “Administrative Agent”), which provided for a senior secured term loan facility in an aggregate amount of up to $ 42.5 million in a single borrowing, the parties have entered into a Termination Agreement dated as of January 30, 2023 (the “Termination Agreement”). Pursuant to the Termination Agreement, the lending commitments of the Lenders are terminated without having been drawn upon, the Marathon Term Credit Agreement and all other loan documents entered into in connection therewith are terminated, and the Company agrees to pay the Administrative Agent a commitment fee of $ 0.6 million (which was earned as a result of the recent approval by the FDA of OLPRUVA™ for oral suspension in the U.S. for the treatment of certain patients living with urea cycle disorders involving deficiencies of carbamylphosphate synthetase, ornithine transcarbamylase, or argininosuccinic acid synthetase) and certain legal costs on the date on which the repurchase of the Marathon Convertible Notes occurs pursuant to the Marathon Amendment Agreement. Results from ACER-801 Phase 2a Trial The Company announced on March 17, 2023, that topline results from its Phase 2a proof of concept clinical trial to evaluate ACER-801 (osanetant) as a potential treatment for moderate to severe Vasomotor Symptoms (VMS) associated with menopause showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women. As a result, the Company announced it is pausing the ACER-801 program until it has conducted a thorough review of the full data set. Securities Purchase Agreement On March 21, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Purchaser”) pursuant to which the Company agreed to issue and sell, (i) in a registered direct offering, an aggregate of 2,335,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”), and pre-funded warrants to purchase up to 585,306 shares of Common Stock (the “Pre-Funded Warrants”) at an exercise price of $ 0.001 per share, and (ii) in a concurrent private placement, warrants to purchase up to 2,920,306 shares of Common Stock (the “Common Warrants”) at an exercise price of $ 0.791 per share. Such registered direct offering and concurrent private placement are referred to herein as the “March 2023 Offering.” The combined purchase price for one Share and one Common Warrant was $ 0.916 , and the combined purchase price for one Pre-Funded Warrant and one Common Warrant was $ 0.915 . The March 2023 Offering was priced at-the-market under Nasdaq rules. The Company received aggregate gross proceeds from the Offering of approximately $ 2.7 million before deducting the placement agent fee (as described in greater detail below) and related offering expenses, resulting in net proceeds of approximately $ 2.3 million. The March 2023 Offering closed on March 24, 2023. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement and subject to certain exceptions, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the March 2023 Offering. The Shares, the Pre-Funded Warrants and the shares of Common Stock issuable thereunder were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-261342), which was filed with the Securities and Exchange Commission (the “Commission”) on November 24, 2021 and was declared effective by the Commission on December 7, 2021 (the “Registration Statement”), and a prospectus supplement dated as of March 21, 2023. With respect to the Company’s amended and restated sales agreement dated March 18, 2020 (the “Sales Agreement”), with JonesTrading Institutional Services LLC and Roth Capital Partners, LLC (the “Agents”) relating to the offer and sale of Common Stock having an aggregate offering price of up to $ 50.0 million from time to time through or to the Agents acting as the Company’s sales agent or principal, pursuant to which the Company has filed with the Commission several prospectus supplements to the base prospectus included with the Registration Statement (the “Prospectuses”), in connection with the March 2023 Offering, the Company filed with the Commission a further prospectus supplement to suspend the Sales Agreement and terminate the continuous offering by the Company under the Prospectuses. The Common Warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the shares of Common Stock underlying the Common Warrants, have not been registered under the Securi ties Act or applicable state securities laws. The Pre-Funded Warrants were offered, in lieu of shares of Common Stock, to any Purchaser whose purchase of shares of Common Stock and Common Warrants in the Offering would otherwise result in such Purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99 % (or, at such Purchaser’s option upon issuance, 9.99 %) of the Company’s outstanding Common Stock immediately following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase shares of Common Stock at an exercise price of $ 0.001 per share of Common Stock. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full, subject in each case to the beneficial ownership limitations set forth in the Pre-Funded Warrant. Each Common Warrant represents the right to purchase shares of Common Stock at an exercise price of $ 0.791 per share of Common Stock. The Common Warrants are exercisable immediately and have a term of five and one-half years from the issuance date, subject in each case to the beneficial ownership limitations set forth in the form of Common Warrant. The Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay Wainwright a total cash fee equal to 7.5 % of the aggregate gross proceeds of the Offering; a non-accountable expense allowance of $ 70,000 and clearing fees of $ 15,950 . The Company has also granted Wainwright a right of first refusal for a period of six months following the closing of the Offering to act as sole book-running manager, sole underwriter or sole placement agent for any public or private placement or other capital-raising financing, subject to certain exceptions.

Significant Accounting Polices

Significant Accounting Polices (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Liquidity	Liquidity The Company had an accumulated deficit of $ 140.7 million and cash and cash equivalents of $ 2.3 million as of December 31, 2022. Net cash used in operating activities was $ 30.3 million and $ 0.1 million for the years ended December 31, 2022 and 2021, respectively. On November 9, 2018, the Company entered into a sales agreement with Roth Capital Partners, LLC, and on March 18, 2020, an amended and restated sales agreement was entered into with JonesTrading Institutional Services LLC and Roth Capital Partners, LLC. The agreement provides a facility for the offer and sale of shares of common stock from time to time having an aggregate offering price of up to $ 50.0 million depending upon market demand, in transactions deemed to be an at-the-market (“ATM”) offering. The Company has no obligation to sell any shares of common stock pursuant to the agreement and may at any time suspend sales pursuant to the agreement. Each party may terminate the agreement at any time without liability. During the year ended December 31, 2022, the Company sold 3,312,471 shares of common stock through its ATM facility at a gross sale price of $ 1.9749 per share, for proceeds of $ 6.5 million. Proceeds, net of $ 0.2 million of fees and offering costs, were $ 6.3 million. As of December 31, 2022, $ 33.5 million remained available under the Company’s ATM facility, subject to various limitations. Subsequent to December 31, 2022, the Company sold an aggregate of 1,462,254 shares of common stock under its ATM facility at an average gross sale price of $ 2.81 per share, resulting in gross proceeds of $ 4.1 million. Proceeds, net of $ 0.1 million of offering costs, were $ 4.0 million. In connection with the March 2023 Offering (defined below), the Company suspended the ATM facility and entered into a related restriction prohibiting the Company from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into common stock, subject to certain exceptions, until April 24, 2023. On April 30, 2020, the Company entered into an equity line purchase agreement and registration rights agreement pursuant to which Lincoln Park committed to purchase up to $ 15.0 million of the Company’s common stock. Under the terms and subject to the conditions of the purchase agreement, the Company had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park was obligated to purchase up to $ 15.0 million of the Company’s common stock, subject to various limitations. Such sales of common stock by the Company were subject to certain limitations, and occurred from time to time, at the Company’s sole discretion, over the 36-month period commencing on June 8, 2020. The number of shares the Company was able to sell to Lincoln Park on any single business day in a regular purchase was 50,000 , but that amount was able to be increased up to 100,000 shares, depending upon the market price of the Company’s common stock at the time of sale and subject to a maximum limit of $ 1.0 million per regular purchase. The purchase price per share for each such regular purchase was based on prevailing market prices of the Company’s common stock immediately preceding the time of sale as computed under the purchase agreement. In addition to regular purchases, the Company was also able to direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeded certain threshold prices as set forth in the purchase agreement. During the year ended December 31, 2021 , the Company sold 200,000 shares of common stock under its purchase agreement with Lincoln Park at a weighted average gross sale price of $ 2.47 per share, resulting in gross proceeds of $ 0.5 million. During the year ended December 31, 2022 , the Company sold 772,057 shares of common stock under its purchase agreement with Lincoln Park at a weighted average gross sale price of $ 1.42 per share, resulting in proceeds of $ 1.1 million. The Lincoln Park facility was completed on December 30, 2022. On January 25, 2021, the Company entered into an option agreement (the “Option Agreement”) with Relief, pursuant to which the Company granted Relief an exclusive option (the “Exclusivity Option”) to pursue a potential collaboration and license arrangement with the Company for the development, regulatory approval and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including UCDs and MSUD. The Option Agreement provided a period of time up to June 30, 2021, for the parties to perform additional due diligence and to work toward negotiation and execution of a definitive agreement with respect to the potential collaboration for ACER‑001. In consideration for the grant of the Exclusivity Option, (i) the Company received from Relief an upfront nonrefundable payment of $ 1.0 million, (ii) Relief provided to the Company a 12 -month secured loan in the principal amount of $ 4.0 million, as evidenced by a Promissory Note (the “Note”) the Company issued to Relief, and (iii) the Company granted Relief a security interest in all of its assets to secure performance of the Note, as evidenced by a Security Agreement (the “Security Agreement”). The Note was repayable in one lump sum within 12 months from issuance and bore interest at a rate equal to 6 % per annum. On March 19, 2021, the Company entered into the Collaboration Agreement with Relief providing for the development and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including for the treatment of UCDs and MSUD. The Company received a $ 10.0 million cash payment from Relief (consisting of a $ 14.0 million “Reimbursement Payment” from Relief to the Company offset by payment of the $ 4.0 million outstanding balance of the Note plus interest earned through the date of the Collaboration Agreement) and Relief released its security interest in all of the Company’s assets, pursuant to the Promissory Note. Under the terms of the Collaboration Agreement, Relief committed to pay the Company up to an additional $ 20.0 million for U.S. development and commercial launch costs for the UCDs and MSUD indications (the “Development Payments”). During the three months ended June 30, 2021, the Company received from Relief the $ 10.0 million First Development Payment. The Company was contractually entitled to receive from Relief an additional $ 10.0 million Second Development Payment conditioned upon the FDA’s acceptance of a New Drug Application (“NDA”) for OLPRUVA TM in a UCD for filing and review. This acceptance was received on October 4, 2021. On October 6, 2021, the Company entered into a Waiver and Agreement with Relief to amend the timing for the Second Development Payment. The Company received the Second Development Payment in two $ 5.0 million tranches on each of October 12, 2021 and January 14, 2022 . Further, the Company retained development and commercialization rights in the U.S., Canada, Brazil, Turkey, and Japan (“Acer Territory”). The companies will split net profits from the Acer Territory 60 %:40% in favor of Relief. Relief licensed the rights for the rest of the world (“Relief Territory”), where the Company will receive from Relief a 15 % royalty on all net sales received in the Relief Territory. The Company could also receive a total of $ 6.0 million in milestone payments based on the first European marketing approvals of OLPRUVA TM for a UCD and MSUD. The terms of the Collaboration Agreement and Option Agreement are further described below in the Revenue Recognition and Accounting for Collaboration Agreements section of Note 2, Significant Accounting Policies. On March 4, 2022, the Company entered into a Credit Agreement (the “SWK Credit Agreement”) with the lenders party thereto and SWK Funding LLC (“SWK”), as the agent, sole lead arranger and sole bookrunner, which provided for a senior secured term loan facility in an aggregate amount of $ 6.5 million in a single borrowing (the “Original Term Loan”). The Original Term Loan funding closed on March 14, 2022. The proceeds of the Original Term Loan were used to pay fees, costs and expenses related to the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement (as defined and described below) and the Marathon Credit Agreement (as defined and described below) and for other working capital and general corporate purposes. On August 19, 2022, the Company entered into an amendment (the “First Amendment”) to the SWK Credit Agreement, which extended the date through which the Company has the option to capitalize interest on the SWK Credit Agreement and which revised the Company’s minimum cash requirement under the Original Term Loan. On Janu ary 30, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the SWK Credit Agreement. In addition to other provisions, the Second Amendment provides for an additional senior secured term loan to be made to the Company in an aggregate amount of $ 7.0 million in a single borrowing which funded on January 31, 2023 (the “Second Term Loan”, and together with the Original Term Loan, the “SWK Loans”). The SWK Loans made under the SWK Credit Agreement as amended by the Second Amendment (the “Current SWK Credit Agreement”) bear interest at an annual rate of the sum of (i) 3-month SOFR, subject to a 1 % floor, plus (ii) a margin of 11 %, with such interest payable quarterly in arrears. In the event of default, the interest rate will increase by 3 % per annum over the contract rate effective at the time of default but shall not be higher than the maximum rate permitted to be charged by applicable laws. The Company has the option to capitalize such interest commencing on the date on which the Original Term Loan was funded and continuing until May 15, 2023. Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the principal amount of the SWK Loans amortizes at a monthly rate of $ 0.6 million starting April 15, 2023 , until the Company has issued additional equity or subordinated debt resulting in net cash proceeds of not less than $ 7.7 million (i.e., the sum of $ 10.0 million less the net proceeds from the March 2023 Offering), at which point the SWK Loans would revert to amortizing at a rate of $ 1.3 million payable quarterly . The final maturity date of the SWK Loans is March 4, 2024 . The Company has the option to prepay the SWK Loans in whole or in part. Upon the repayment of the Original Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid to SWK under the SWK Credit Agreement on or prior to the prepayment date) equal to 1.5 times the outstanding principal amount of the Original Term Loan, plus any and all payment-in-kind interest amounts. Upon the repayment of the Second Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid in cash to SWK under the SWK Credit Agreement with respect to the Second Term Loan) equal to the outstanding principal amount of the Second Term Loan (inclusive of payment-in-kind interest amounts) multiplied by: (i) if the repayment occurs on or before April 15, 2023, 1.18 , (ii) if the repayment occurs on or after April 16, 2023 but prior to May 16, 2023, 1.28667 , (iii) if the repayment occurs on or after May 16, 2023 but prior to June 16, 2023, 1.39334 , and (iv) if the repayment occurs on or after July 16, 2023, 1.5 . Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, the Company is are required to maintain for purposes of the SWK Loans unencumbered liquid assets of not less than the lesser of (x) the outstanding principal amount of the SWK Loans or (y) $ 3.0 million (as opposed to $ 1.5 million for clause (y) prior to the announcement of such topline results). The SWK Loans are secured by a first priority lien on all assets of the Company and any of its future subsidiaries pursuant to a Guarantee and Collateral Agreement entered into on March 4, 2022, between the Company and SWK, as agent (the “SWK Security Agreement”). The SWK Credit Agreement contains customary representations and warranties and affirmative and negative covenants. The Company paid to SWK $ 0.1 million in origination fees on the date on which the Original Term Loan was funded. In connection with the execution of the SWK Credit Agreement, the Company issued a warrant (the “First SWK Warrant”) to purchase 150,000 shares of the Company’s common stock at an exercise price of $ 2.46 per share. In connection with the execution of the First Amendment, the Company issued to SWK an additional warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $ 1.51 per share (such warrant, the "Second SWK Warrant"). In connection with the execution of the Second Amendment, the Company issued to SWK an additional warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $ 2.39 per share (such warrant, the “Third SWK Warrant” and, together with the First SWK Warrant and Second SWK Warrant, the "SWK Warrants"). SWK may exercise the SWK Warrants in accordance with the terms thereof for all or any part of such shares of common stock from the date on which the Original Term Loan was funded or such SWK Warrant was issued, as applicable, until and including March 4, 2029. On March 4, 2022, the Company also entered into a Marathon Convertible Note Purchase Agreement with MAM Aardvark, LLC (“Marathon”) and Marathon Healthcare Finance Fund, L.P. (“Marathon Fund” and together with “Marathon” each a “Holder” and collectively the “Holders”) (the “Marathon Convertible Note Purchase Agreement”) pursuant to which the Company issued and sold to the Holders secured convertible notes (the “Marathon Convertible Notes”) in an aggregate amount of up to $ 6.0 million (the “Convertible Note Financing”). The Convertible Note Financing closed on March 14, 2022. The proceeds of the Convertible Note Financing are being used to pay fees, costs and expenses related to the SWK Credit Agreement, the Marathon Convertible Note Purchase Agreement and the Marathon Credit Agreement and for other working capital and general corporate purposes. On January 30, 2023, the Company entered into an Amendment Agreement (the “Marathon Amendment Agreement”) with Marathon and Marathon Fund with respect to the Marathon Convertible Notes. The Marathon Convertible Notes bear interest at an annual rate of 6.5 %, with such interest payable quarterly ; provided, however, that each of the Holders have agreed to defer payment by the Company of accrued and unpaid interest on their respective Marathon Convertible Note existing on the date of the Marathon Amendment Agreement through March 31, 2023, with such deferred interest, together with any accrued and unpaid interest on each Marathon Convertible Note incurred after March 31, 2023, to be due and payable in cash by the Company on April 15, 2023. Subject to the restrictions set forth in a subordination agreement among each of the Holders and SWK, as agent and lender, the Company is required to repurchase each Marathon Convertible Note, on or before the fifth (5th) business day (but with five ( 5 ) business days’ notice) following the earlier of June 15, 2023 or the Company’s receipt of gross proceeds of at least $ 40.0 million from the issuance or sale of equity, debt and/or hybrid securities, loans or other financing on a cumulative basis since January 1, 2023 (excluding the Second Term Loan), at a price equal to 200 % (the “Buy-Out Percentage”) of the outstanding principal amount of such Marathon Convertible Note, together with any accrued but unpaid interest thereon to the date of such repurchase; provided, that if the Company is prohibited from effectuating such repurchases pursuant to a subordination agreement with SWK, the Company shall cause the repurchase to occur on or before the fifth (5th) business day following the earlier of such prohibition being no longer applicable or the payment in full of all senior indebtedness described in such subordination agreement, but with five ( 5 ) business days’ notice; and provided, further, that if such repurchase has not occurred by April 15, 2023, the Buy-Out Percentage shall be increased by 2500 basis points for each 90-day period after April 15, 2023, pro-rated for the actual number of days elapsed in the 90-day period before repurchase actually occurs (for example, if the repurchase occurs on May 30, 2023, the Buy-Out Percentage shall be increased to 212.5 %). Each of the Holders also has the right to convert all or any portion of the outstanding principal amount plus any accrued but unpaid interest under the Marathon Convertible Note held by such Holder into shares of common stock at a conversion price of $ 2.50 per share, subject to adjustment. Each Holder has certain rights with respect to the registration by the Company for resale of the shares of common stock issuable upon conversion of the Marathon Convertible Note held by such Holder which are forth in the Marathon Convertible Note Purchase Agreement. Any outstanding principal, together with all accrued and unpaid interest, will be payable on the earlier of the third anniversary of the date of issuance, or upon a change of control of the Company. Pursuant to the Marathon Convertible Note Purchase Agreement, the Marathon Convertible Notes are secured by a lien on collateral representing substantially all assets of the Company, although such security interest is subordinated to the Company’s obligations under the SWK Credit Agreement. On March 4, 2022, the Company also entered into a Credit Agreement (the “Marathon Credit Agreement”) with the lenders party thereto and Marathon, as the agent, sole lead arranger and sole bookrunner, which provided for a senior secured term loan facility in an aggregate amount of up to $ 42.5 million in a single borrowing (the “Term Loan”). The Term Loan was available to be borrowed only following full FDA approval for marketing of OLPRUVA TM and until December 31, 2022. The Company received approval for its NDA for OLPRUVA TM on December 22, 2022, and the Company and Marathon agreed to an Extension Agreement with respect to the Term Loan on December 30, 2022, which extended the commitment date for funding the Term Loan to January 16, 2023. The Company, subsequent to December 31, 2022, elected to terminate the Marathon Credit Agreement by entering into a Termination Agreement on January 30, 2023 , which terminated the Credit Agreement and the associated Royalty Agreement. See Note 12, Subsequent Events for further discussion of the status of the Marathon Convertible Notes, and the Marathon Credit Agreement. The Nasdaq Capital Market’s continued listing standards for the Company’s common stock require, among other things, that the Company maintain either (i) stockholders’ equity of $ 2.5 million, (ii) market value of listed securities of $ 35 million or (iii) net income from continuing operations of $ 500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. On May 31, 2022, the Company received a letter from the listing qualifications department staff of Nasdaq indicating that for the last 30 consecutive business days the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the $ 35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2). The Company’s stockholder’s equity and net income from continuing operations were also below the alternate listing standards levels at that time. In accordance with Nasdaq listing rules, the Company had 180 calendar days, or until November 28, 2022, to regain compliance. On December 29, 2022 the Nasdaq Stock Market LLC formally notified the Company that the Company had regained compliance for continued listing on the Nasdaq Capital Market. In addition, pursuant to Nasdaq Listing Rules, the Company is required to maintain a minimum bid price of $ 1.00 per share for continued listing on Nasdaq. Following the announcement of topline results in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the Company’s stock has traded below the required minimum bid price for continued listing on Nasdaq. There can be no assurance that the Company will be able to maintain compliance with Nasdaq listing standards. The Company’s failure to meet or to continue to meet these requirements could result in the Company’s common stock being delisted from the Nasdaq Capital Market. If the Company’s common stock were delisted from the Nasdaq Capital Market, among other things, this could result in a number of negative implications, including reduced market price and liquidity of the Company’s common stock as a result of the loss of market efficiencies associated with the Nasdaq, the loss of federal preemption of state securities laws, as well as the potential loss of confidence by suppliers, partners, employees and institutional investor interest, fewer business development opportunities, greater difficulty in obtaining financing and breaches of or events of default under certain contractual obligations (including an event of default under the loan agreement for the Marathon Convertible Notes). Management expects to continue to finance operations through the issuance of additional equity or debt securities, non-dilutive funding, and/or through strategic collaborations. Any transactions which occur may contain covenants that restrict the ability of management to operate the business and any securities issued may have rights, preferences, or privileges senior to the Company’s common stock and may dilute the ownership of current stockholders of the Company. The Company’ s cash and cash equivalents available at December 31, 2022, together with the proceeds from the Second Term Loan of $ 7.0 million which funded on January 31, 2023, net proceeds from its ATM facility subsequent to December 31, 2022, totaling $ 4.0 million from the sale of 1,462,254 shares for gross aggregate proceeds of $ 4.1 million and an average per share price of $ 2.81 less offering costs of $ 0.1 m illion, and $ 2.7 million of gross proceeds from a sale of securities (including 2,335,000 shares of common stock and pre-funded warrants to purchase up to 585,306 shares of common stock pursuant to a registered direct offering as well as warrants to purchase up to 2,920,306 shares of common stock in a concurrent private placement) which closed on March 24, 2023 (the “March 2023 Offering”), are expected to be sufficient to fund its anticipated operating and capital requirements into the middle of the second quarter of 2023.
Going Concern	Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has suffered recurring losses from operations, negative cash flows from operations, has a net working capital deficiency, has a net capital deficiency, and has minimum unencumbered liquid assets requirements under its SWK Credit Agreement. While the Company has received approval for its OLPRUVA TM product, it has yet to launch the product and establish a source of commercial product revenues and, as such, has been dependent on funding operations through the sale of equity securities, through a collaboration agreement, and through debt instruments. Since inception, the Company has experienced significant losses and incurred negative cash flows from operations. The Company has spent, and expects to continue to spend, a substantial amount of funds in connection with implementing its business strategy, including its planned product development efforts and potential precommercial activities. As of December 31, 2022, the Company had cash and cash equivalents of $ 2.3 million and current liabilities of $ 19.0 million , which include $ 8.4 million associated with deferred collaboration funding (see Revenue Recognition and Accounting for Collaboration Agreements below in Note 2, Significant Accounting Policies). The Company’s cash and cash equivalents available at December 31, 2022, together with the proceeds from the Second Term Loan of $ 7.0 million which funded on January 31, 2023, net proceeds from its ATM facility subsequent to December 31, 2022, totaling $ 4.0 million from the sale of 1,462,254 shares for gross aggregate proceeds of $ 4.1 million and an average per share price of $ 2.81 less offering costs of $ 0.1 million, and $ 2.7 million of gross proceeds from the registered direct offering closed on March 24, 2023, are expected to be sufficient to fund the Company’s anticipated operating and capital requirements into the middle of the second quarter of 2023. The Company will need to raise additional capital to fund continued operations beyond the middle of the second quarter of 2023. The Company may not be successful in its efforts to raise additional funds or achieve profitable operations. The Company continues to explore potential opportunities and alternatives to obtain the additional resources that will be necessary to support its ongoing operations beyond the middle of the second quarter of 2023, including raising additional capital through either private or public equity or debt financing, or additional program collaborations or non-dilutive funding, as well as using its ATM facility which has $ 29.4 million available as of March 24, 2023 , although the Company suspended its ATM facility in connection with the March 2023 Offering and entered into a related restriction prohibiting the Company from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into our common stock, subject to certain exceptions, until April 24, 2023 . (See At-the-Market Facility and Common Stock Purchase Agreement in Note 9 as well as Note 12.) Due to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $ 75 million from issuing securities under a shelf registration statement in excess of one-third of such company’s public float in a 12-month period, the Company is only able to issue a limited number of shares under its ATM facility. From May 19, 2020 through March 24, 2023, the Company has raised gross proceeds of $ 20.6 million from the ATM facility and gross proceeds of $ 4.0 million from the agreement with Lincoln Park, which equity line facility was completed on December 30, 2022. If the Company is unable to obtain additional funding to support its current or proposed activities and operations, it may not be able to continue its operations as currently anticipated, which may require it to suspend or terminate any ongoing development activities, modify its business plan, curtail various aspects of its operations, cease operations, or seek relief under applicable bankruptcy laws. In such event, the Company’s stockholders may lose a substantial portion or even all of their investment. These factors individually and collectively raise substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date these financial statements are available, or March 27, 2023 . The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.
Use of Estimates	Use of Estimates The Company’s accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. From time to time, estimates having relatively higher significance include determination of stand-alone selling price and variable consideration estimates for purposes of measuring collaboration funding, revenue recognition, deferred collaboration funding, stock-based compensation, inputs to fair value for debt, contract manufacturing and clinical trial accruals, and income taxes. Actual results could differ from those estimates and changes in estimates may occur.
Revenue Recognition and Accounting for Collaboration Agreements	Revenue Recognition and Accounting for Collaboration Agreements The Company’s revenue and collaboration funding are generated from a single collaboration agreement which included the sale of a license of intellectual property. The Company analyzes its collaboration agreements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements , (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and the collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes the Company’s share of the allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. If the Company concludes a counter-party to a transaction is not a customer or otherwise not within the scope of ASC 606 or ASC 808, the Company considers the guidance in other accounting literature as applicable or by analogy to account for such transaction. The Company determines the units of account within the collaborative arrangement utilizing the guidance in ASC 606 to determine which promised goods or services are distinct. In order for a promised good or service to be considered “distinct” under ASC 606, the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). For any units of account that fall within the scope of ASC 606, where the other party is a customer, the Company evaluates the separate performance obligation(s) under each contract, determines the transaction price, allocates the transaction price to each performance obligation considering the estimated stand-alone selling prices of the services and recognizes revenue upon the satisfaction of such obligations at a point in time or over time dependent on the satisfaction of one of the following criteria: (1) the customer simultaneously receives and consumes the economic benefits provided by the vendor’s performance; (2) the vendor creates or enhances an asset controlled by the customer; and (3) the vendor’s performance does not create an asset for which the vendor has an alternative use and the vendor has an enforceable right to payment for performance completed to date. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property is recognized only when (or as) the later of the following events occurs: (i) the subsequent sale or usage occurs; or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied). On January 25, 2021, the Company entered into the Option Agreement with Relief pursuant to which the Company granted Relief the Exclusivity Option to pursue a potential collaboration and license arrangement with the Company for the development, regulatory approval and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including UCDs and MSUD. The Option Agreement provided a period of time up to June 30, 2021 for the parties to perform additional due diligence and to work toward negotiation and execution of a definitive agreement with respect to the potential collaboration for ACER‑001. In consideration for the grant of the Exclusivity Option, (i) the Company received from Relief an upfront nonrefundable payment of $ 1.0 million, (ii) Relief provided to the Company a 12-month secured loan in the principal amount of $ 4.0 million, as evidenced by the Note issued by the Company to Relief, and (iii) the Company granted to Relief a security interest in all of its assets to secure performance of the Note, as evidenced by the Security Agreement. The Note was repayable in one lump sum within 12 months from issuance and bore interest at a rate equal to 6 % per annum. On March 19, 2021, the Company entered into the Collaboration Agreement with Relief providing for the development and commercialization of OLPRUVA TM for the treatment of various inborn errors of metabolism, including for the treatment of UCDs and MSUD. The Company received a $ 10.0 million cash payment from Relief (consisting of a $ 14.0 million “Reimbursement Payment” from Relief to the Company, offset by repayment of the $ 4.0 million outstanding balance of the Note, plus interest earned through the date of the Collaboration Agreement), and Relief released its security interest in all of the Company’s assets pursuant to the Promissory Note. Under the terms of the Collaboration Agreement, Relief committed to pay the Company up to an additional $ 20.0 million for U.S. development and commercial launch costs for the UCDs and MSUD indications. During the three months ended June 30, 2021, the Company received from Relief the $ 10.0 million First Development Payment. The Company was contractually entitled to receive from Relief an additional $ 10.0 million Second Development Payment conditioned upon the FDA’s acceptance of an NDA for OLPRUVA TM in a UCD for filing and review. This acceptance was received on October 4, 2021. On October 6, 2021, the Company entered into a Waiver and Agreement with Relief to amend the timing for the Second Development Payment. The Company received the Second Development Payment in two $ 5.0 million tranches on each of October 12, 2021 and January 14, 2022. Further, the Company retained development and commercialization rights in the U.S., Canada, Brazil, Turkey and Japan (“Acer Territory”). The companies will split net profits from the Acer Territory 60 %:40% in favor of Relief. Relief licensed the rights for the rest of the world (“Relief Territory”), where the Company will receive from Relief a 15 % royalty on all net sales received in the Relief Territory. The Company could also receive a total of $ 6.0 million in milestone payments based on the first European (EU) marketing approvals for a UCD and MSUD. The Company assessed these agreements in accordance with the authoritative literature and concluded that they meet the definition of a collaborative arrangement per ASC 808. For certain parts of the Collaboration Agreement, the Company concluded that Relief represented a customer while, for other parts of the Collaboration Agreement, Relief did not represent a customer. The units of account of the Collaboration Agreement where Relief does not represent a customer are outside of the scope of ASC 606. The Company also determined that the development and commercialization services and Relief’s right to 60 % profit in the Acer Territory is within the scope of ASC Topic 730, Research and Development (“ASC 730”), with regard to funded research and development arrangements. The Company concluded the promised goods and services contained in the Collaboration Agreement, represented two distinct units of account consisting of a license in the Relief Territory, and a combined promise for the development and commercialization of OLPRUVA TM in the Acer Territory and the payment of 60 % net profit from that territory (together, the “Services”). The stand-alone selling price was estimated for each distinct unit of account utilizing an estimate of discounted cashflows associated with each. The Company determined that the transaction price at the outset of the Collaboration Agreement was $ 25.0 million, including the Option Fee of $ 1.0 million, the Reimbursement Payment of $ 14.0 million, and the First Development Payment of $ 10.0 million. The Company concluded that consistent with the evaluation of variable consideration, using the most likely amount approach, the Second Development Payment as well as the milestone payments for EU marketing approvals, should be fully constrained until the contingency associated with each payment has been resolved and the Company’s NDA is accepted for review by the FDA, and Relief receives EU marketing approval, respectively. The contingency associated with the Second Development Payment was resolved in the fourth quarter of 2021. Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company applied the principles of ASC 606 for those units of account where Relief is a customer and ASC 730-20 for the funded research and development activities. The license revenue was recognized at the point where the Company determined control was transferred to the customer. The combined unit of account for the Services associated with the allocation of the initial transaction price will be recognized over the service period through the anticipated date of first commercial sale of the OLPRUVA TM approved product in the U.S. The Company also determined that the Services associated with the allocation of the initial transaction price would be satisfied over time as measured using actual costs as incurred by the Company toward the identified development and commercialization services agreed to between the parties up to the point of first commercial sale of the OLPRUVA TM product. Research and development expenses and general and administrative expenses, as they relate to activities governed by the Collaboration Agreement, incurred in satisfying the Services unit-of-account will be recognized as contra-expense within their respective categories, consistent with the presentation guidance in ASC Topic 730. The Company recognizes a receivable under the Collaboration Agreement when the consideration to be received is deemed unconditional, or when only the passage of time is required before payment of that consideration is due. Amounts receivable under the Collaboration Agreement plus payments received from Relief, net of the amounts recorded as license revenue and as offsets to research and development expenses and to general and administrative expenses, are reported as deferred collaboration funding. At December 31, 2022, the amount of deferred collaboration funding associated with unsatisfied promises under the Collaboration Agreement amounted to $ 8.4 million . The Company has recorded $ 8.4 million as a current liability, which equates to the Company’s estimate of remaining spending under the Collaboration Agreement and which the Company estimates will be recognized within the next 12 months up to the point of the first commercial sale of OLPRUVA TM . The non-current liability reported as of December 31, 2021 represented the then current estimated amount that would have been taken against future net profit payments made to Relief should they have occurred. The Company expects to recognize this deferred collaboration funding as it incurs expenses associated with performing the Services up to the date of first commercial sale in the Acer Territory and through the end of the effective date of the Collaboration Agreement. At December 31, 2022, deferred collaboration funding was composed of $ 35.0 million received from Relief, offset by $ 1.3 million recognized as license revenue during the year ended December 31, 2021 and $ 13.9 million recorded as an offset to research and development expenses and $ 11.4 million recorded as an offset to general and administrative expenses subsequent to signing the Collaboration Agreement and through the date of this report.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . At December 31, 2022 and 2021, the Company had $ 2.1 million and $ 12.5 million, respectively, in excess of the FDIC insured limit. Under the Original Term Loan as amended, the Company’s minimum cash requirement was such that its unencumbered liquid assets must not be less than the lesser of (a) the outstanding principal amount of the Original Term Loan, or (b) $ 1.5 million ; provided, however, that due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, required amount pursuant to the foregoing clause (b) is increased to $ 3.0 million. The Company recognized a $ 4.0 million non-cash reduction in a secured loan from Relief during the year ended December 31, 2021, since the Reimbursement Payment from Relief was received net of the amount of principal and interest due in connection with the secured loan.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: · Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. · Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. · Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments consist of cash equivalents, collaboration receivable, accounts payable, accrued expenses, and debt instruments. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature, except for cash equivalents and debt instruments, which were marked to market at the end of each reporting period. See Note 7 for additional information on the fair value of the debt liabilities. The Company elected the fair value option for both its Original Term Loan and its Marathon Convertible Notes dated March 14, 2022 (see Note 7). The Company adjusts both the Original Term Loan and the Marathon Convertible Notes to fair value through the change in fair value of debt in the accompanying statements of operations. Subsequent unrealized gains and losses on items for which the fair value option is elected are reported in the accompanying statements of operations.
Debt	Debt Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The Company determined that it is eligible for the fair value option election in connection with the Original Term Loan and the Marathon Convertible Notes. Each instrument met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC 825-10-15-4 and do not meet the definition of any of the financial instruments found within ASC 825-10-15-5 that are not eligible for the fair value option. At the date of issuance, the fair value for each instrument is derived from the instrument’s implied discount rate at inception.
Research and Development Expenses	Research and Development Expenses Research and development costs are expensed as incurred and include compensation and related benefits, license fees, and third-party contracted research and manufacturing consultants. The Company sometimes makes nonrefundable advance payments for goods and services that will be used in future research and development activities. These payments are capitalized and recorded as an expense in the period that the goods are received or that the services are performed. From time to time, in connection with the Collaboration Agreement with Relief, the Company may recognize “contra-expense” for the research and development activities which were funded by the Collaboration Agreement. These contra-expense amounts are disclosed parenthetically on the face of the financial statements.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits, and stock-based compensation; precommercial costs; and professional fees for legal, business consulting, auditing, and tax services. The Company expects that general and administrative expenses will be substantial in the future. From time to time, in connection with the Collaboration Agreement with Relief, the Company may recognize “contra-expense” for the general and administrative activities which were funded by the Collaboration Agreement. These contra-expense amounts are disclosed parenthetically on the face of the financial statements.
Clinical Trial and Preclinical Study Expenses	Clinical Trial and Preclinical Study Expenses The Company makes estimates of prepaid and/or accrued expenses as of each balance sheet date in its financial statements based on certain facts and circumstances at that time. The Company’s accrued expenses for preclinical studies and clinical trials are based on estimates of costs incurred for services provided by contract research organizations (“CROs”), manufacturing organizations, and for other trial- and study-related activities. Payments under the Company’s agreements with external service providers depend on a number of factors such as site initiation, patient screening, enrollment, delivery of reports, and other events. In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period. Adjustments to research and development expenses may be necessary in future periods as the Company’s estimates change. As these activities are generally material to the Company’s financial statements, subsequent changes in estimates may result in a material change in the Company’s accruals. No material changes in estimates were recognized in either of the years ended December 31, 2022 and 2021. Accounts payable and accrued expenses include costs associated with preclinical or clinical studies of $ 0.9 million and $ 0.2 million at December 31, 2022 and 2021, respectively.
Stock-Based Compensation	Stock-Based Compensation The Company records stock-based payments at fair value. The measurement date for compensation expense related to awards is generally the date of the grant. The fair value of awards is recognized as an expense in the statement of operations over the requisite service period, which is generally the vesting period. The Company utilizes the simplified method to estimate the expected term of options until such time that it has adequate option granting and exercise history to refine this estimate. The fair value of options is calculated using the Black-Scholes option pricing model. This option valuation model requires the use of assumptions including, among others, the volatility of stock price, the expected term of the option, and the risk-free interest rate. A limited number of option grants are periodically made to non-employee contractors. The following assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2022 and 2021 using the Black-Scholes option pricing model: 2022 2021 Risk-free interest rate 1.18 % - 2.95 % 0.37 % - 0.84 % Expected life (years) 6.25 6.25 Expected volatility 112.0 % - 115.0 % 92.4 % Dividend rate 0 % 0 % Due to its limited operating history and a limited trading history of its common stock in relation to the life of its standard option grants, the Company estimates the volatility of its stock in consideration of a number of factors including the Company’s available stock price history and the stock price volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee directors) is based on the average of the contractual term (generally ten years ) and the vesting period. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The Company recognizes forfeitures related to employee stock-based awards as they occur. The risk-free rate for periods within the expected life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant. Option awards are granted at an exercise price equal to the closing market price of the Company’s common stock on the Nasdaq Capital Market on the date of grant.
Goodwill	Goodwill Goodwill represents the excess of the purchase price (consideration paid plus net liabilities assumed) of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company’s goodwill is allocated to the Company’s single reporting unit. The Company evaluates the recoverability of goodwill according to ASC Topic 350, Intangibles – Goodwill and Other annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill might be impaired. The Company may opt to perform a qualitative assessment or a quantitative impairment test to determine whether goodwill is impaired. If the Company were to determine based on a qualitative assessment that it was more likely than not that the fair value of the reporting unit was less than its carrying value, a quantitative impairment test would then be performed. The quantitative impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than its carrying amount, a goodwill impairment would be recognized for the difference. The Company performed a qualitative analysis of goodwill as of June 21, 2022 as it considered the Complete Response Letter received from the FDA in June 2022 with respect to the Company’s NDA in respect of OLPRUVA TM (sodium phenylbutyrate) for oral suspension for the treatment of patients with UCDs to be a triggering event requiring it to perform that analysis. Management concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount. The Company performed a qualitative analysis of goodwill as of December 31, 2022 and 2021 , in which management concluded that it was more likely than not that the fair value of the reporting unit is greater than its carrying amount.
Foreign Currency Transactions Gain/(Loss)	Foreign Currency Transaction Gain/(Loss) Gains and losses arising from transactions and revaluation of balances denominated in currencies other than U.S. dollars are recorded in foreign currency transaction gain/(loss) on the statements of operations.
Income Taxes	Income Taxes The Company recorded no income tax expense or benefit during the years ended December 31, 2022 and 2021, due to a full valuation allowance recognized against its net deferred tax assets. The Company is primarily subject to U.S. federal and Massachusetts state income taxes. The Company’s tax returns for years 2016 through present are open to tax examinations by U.S. federal and state tax authorities; however, carryforward attributes that were generated prior to January 1, 2016 remain subject to adjustment upon examination if they either have been utilized or will be utilized in a future period. For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are realizable. Utilization of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization. The tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure in the financial statements as of December 31, 2022 and 2021. The Company’s policy is to recognize interest and penalties related to income tax, if any, in income tax expense. As of December 31, 2022 and 2021 , the Company had no accruals for interest or penalties related to income tax matters. The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in the U.S. on March 27, 2020. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The Company is required to recognize the effects of tax law changes in the period of enactment. The enactment of the CARES Act did not result in material adjustments for the income tax provision for the year ended December 31, 2022 or to the Company’s assessment of the realizability of deferred tax assets as the carry back of net operating losses was used as a source of income. There were no other effects to the Company’s tax provision as a result of the CARES Act as of December 31, 2022 .
Basic and Diluted Net Loss per Common Share	Basic and Diluted Net Loss per Common Share Basic and diluted net loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, in those instances where it would be dilutive, the weighted average number of potential shares of common stock including the assumed exercise of stock options and warrants, the impact of unvested restricted stock, and the potential shares assuming conversion of convertible debt. Basic and diluted shares outstanding are the same for each period presented when all common stock equivalents, including potential shares from convertible debt and warrants, would be antidilutive due to the net losses incurred, except in certain instances as noted below. The two-class method is an earnings allocation formula that treats a participating security, such as a warrant, as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and while our warrants are considered a participating security, the terms of the warrant agreement does not obligate them to participate in losses. Diluted net income per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method or treasury stock method, as applicable, to the potentially dilutive instruments. A contract that may be settled in shares and is reported as an asset or liability for accounting purposes may require an adjustment to the numerator for any changes in income or loss that would result if the contract had been reported as an equity instrument for accounting purposes during the period, and doing so is dilutive to the net loss per share calculation (including as a result of the inclusion of underlying shares in the net loss per share calculation).
Segment Information	Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of a pharmaceutical company focused on the acquisition, development, and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments by removing, in certain cases, the need for models that required separate accounting for embedded conversion features and also amends the guidance for the derivatives scope exceptions for contracts in an entity’s own equity. This ASU also requires expanded disclosures, including additional information related to the terms and features of convertible instruments and information about events or conditions that cause conversion contingencies to be met or conversion terms to be significantly changed. The Company early adopted ASU No. 2020-06 in the first quarter of 2021 . See Note 6 regarding the Marathon Convertible Notes which were recognized in the first quarter of 2022 consistent with the adoption of this guidance. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force), which clarifies and reduces diversity in issuers’ accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The Company adopted ASU No. 2021-04 in the first quarter of 2022 . There was no impact on the Company’s financial statements or disclosures as a result of the adoption of this guidance. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which requires annual disclosures regarding transactions with a government that are accounted for by applying a grant or contribution accounting model. The Company adopted ASU No. 2021-10 in the fourth quarter of 2021 . There was no impact on the Company’s financial statements or disclosures as a result of the adoption of this guidance.

Significant Accounting Police_2

Significant Accounting Polices (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Estimate Fair Value of Stock Options Granted	The following assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2022 and 2021 using the Black-Scholes option pricing model: 2022 2021 Risk-free interest rate 1.18 % - 2.95 % 0.37 % - 0.84 % Expected life (years) 6.25 6.25 Expected volatility 112.0 % - 115.0 % 92.4 % Dividend rate 0 % 0 %

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Computer hardware and software $ 142,870 $ 113,847 Leasehold improvements 52,887 60,535 Furniture and fixtures 111,603 145,487 Manufacturing equipment 135,330 — Subtotal property and equipment, gross 442,690 319,869 Less accumulated depreciation ( 228,112 ) ( 205,757 ) Property and equipment, net $ 214,578 $ 114,112

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Accrued employee bonus and vacation $ 2,624,910 $ 419,354 Accrued interest 313,068 — Accrued precommercial costs 203,016 395,923 Accrued legal 172,945 162,812 Accrued accounting, audit, and tax fees 82,779 167,630 Accrued license fees 80,526 86,259 Accrued contract research and regulatory consulting 68,432 47,637 Accrued miscellaneous expenses 66,039 216,103 Accrued contract manufacturing 42,679 827,390 Accrued consulting 3,000 105,085 Total accrued expenses $ 3,657,394 $ 2,428,193

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value	The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2022. As of December 31, 2022 Fair Value Measurements Carrying Amount Fair Value Level 1 Level 2 Level 3 Assets: Money Market Funds in Cash Equivalents $ 1,829,218 $ 1,829,218 $ 1,829,218 $ — $ — Liabilities: Debt: Marathon Convertible Notes $ 6,360,600 $ 6,360,600 $ — $ — $ 6,360,600 Original Term Loan $ 5,567,231 $ 5,567,231 $ — $ — $ 5,567,231 $ 11,927,831 $ 11,927,831 $ — $ — $ 11,927,831
Schedule of Change in Debt Fair Value	The following table describes changes in debt recorded at fair value in the Company’s financial statements for the year ended December 31, 2022. December 31, 2021 Loan Received Payments Accrued interest expense Adjustment to Fair Value Mark to Market December 31, 2022 Marathon Convertible Notes (1) $ — $ 6,000,000 $ — $ 313,068 $ 47,532 $ 6,360,600 Original Term Loan — 6,172,969 — — ( 605,738 ) 5,567,231 $ — $ 12,172,969 $ — $ 313,068 $ ( 558,206 ) $ 11,927,831 (1) Marathon Convertible Notes were recorded as $ 0.3 million in accrued interest expenses and $ 6.0 million in convertible note payable, at fair value in the Company’s balance sheet at December 31, 2022.

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Reconciliation of Undiscounted Lease Liabilities to Total Lease Liabilities	The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the balance sheet as of December 31, 2022. Undiscounted lease liabilities for years ending December 31, 2023 103,925 2024 107,290 2025 54,579 Total undiscounted lease liabilities $ 265,794 Less effects of discounting ( 16,204 ) Total lease liabilities as of December 31, 2022 $ 249,590 The Company’s lease liabilities are reported on the balance sheets as follows: December 31, 2022 2021 Other current liabilities $ 103,925 $ 184,340 Other non-current liabilities 145,665 209,497 Total lease liabilities $ 249,590 $ 393,837

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Summary of Option Activity under 2018 Plan, 2013 Plan and 2010 Plan	A summary of option activity under the 2018 Plan, 2013 Plan, and 2010 Plan for the year ended December 31, 2022 is as follows: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2021 1,954,975 $ 8.16 7.8 Granted 960,500 $ 2.33 Cancelled/forfeited ( 120,625 ) $ 3.41 Options outstanding at December 31, 2022 2,794,850 $ 6.36 7.4 $ 211 Options exercisable at December 31, 2022 1,462,238 $ 9.56 6.3 $ 4
Summary of Stock-Based Compensation Expense	The fair value of shares vested during the years ended December 31, 2022 and 2021 was $ 2.2 million and $ 2.0 million, respectively. The amount of stock-based compensation expense recorded to research and development expenses and to general and administrative expenses is detailed in table below: Years Ended December 31, 2022 2021 Stock-based compensation expense Research and development $ 615,477 $ 696,283 General and administrative 1,225,022 1,590,724 Total stock-based compensation expense $ 1,840,499 $ 2,287,007
Summary of Warrants Issued	Warrants issued to SWK Year Ended December 31, 2022 2021 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Outstanding at beginning of the period — $ — — — Granted during the period 250,000 2.08 — — Outstanding at end of the period 250,000 $ 2.08 — $ — Exercisable at end of the period 250,000 $ 2.08 — $ — Weighted average remaining life 6.3 years —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Components of Deferred Tax Assets and Liabilities	Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 17,548,951 $ 12,059,019 Capitalized research and development costs 22,913,646 18,865,707 Accrued liabilities 691,212 156,415 Tax credit carryforwards 9,457,090 8,730,816 Stock-based compensation 2,086,266 1,745,654 Deferred collaboration funding 2,151,339 3,312,415 Operating lease 63,824 94,946 Debt issuance costs 229,073 — Unrealized foreign exchange gain 13,756 ( 3,616 ) Total deferred tax assets 55,155,157 44,961,356 Valuation allowance ( 55,033,001 ) ( 44,866,411 ) Net deferred tax assets 122,156 94,945 Deferred tax liabilities: Operating lease right of use asset ( 59,470 ) ( 94,945 ) Fair value debt ( 62,686 ) — Total deferred tax liabilities ( 122,156 ) ( 94,945 ) $ — $ —
Schedule of Reconciliation of Effective Income Tax Rate	A reconciliation of the U.S. federal statutory tax rate to the effective tax rate is as follows: December 31, 2022 2021 Federal statutory rate 21.0 % 21.0 % R&D and Orphan Drug credits 2.7 % 6.4 % State income tax, net of federal tax benefit 15.9 % 5.4 % Valuation allowance ( 38.9 %) ( 33.2 %) Share-based compensation ( 0.7 %) ( 0.3 %) Other, net 0.0 % 0.7 % Effective tax rate 0.0 % 0.0 %

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities	As of December 31, 2022 and 2021, the number of shares of common stock underlying potentially dilutive securities consist of: December 31, 2022 2021 Options to purchase common stock 2,794,850 1,954,975 SWK Warrants 250,000 — Total 3,044,850 1,954,975

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation - Additional Information (Details) - USD ($)

3 Months Ended

12 Months Ended

34 Months Ended

May 30, 2023

Mar. 24, 2023

Jan. 30, 2023

Mar. 14, 2022

Mar. 04, 2022

Jan. 14, 2022

Oct. 12, 2021

Mar. 19, 2021

Jan. 25, 2021

Apr. 30, 2020

Mar. 18, 2020

Nov. 09, 2018

Mar. 27, 2023

Jun. 30, 2021

Dec. 31, 2022

Dec. 31, 2021

Mar. 24, 2023

Mar. 31, 2023

Jan. 31, 2023

Dec. 29, 2022

Aug. 19, 2022

Jun. 30, 2022

Oct. 04, 2021

Organization Consolidation and Presentation of Financial Statement [Line Items]

Accumulated deficit

$ 140,747,269

$ 114,509,954

Cash and cash equivalents

2,329,218

12,710,762

Net cash used in operating activities

(30,251,898)

(134,909)

Proceeds from issuance of common stock, net of issuance costs

8,909,718

3,139,047

Reimbursement payment

$ 14,000,000

Development payments

10,000,000

Current liabilities

18,951,700

$ 29,109,950

Deferred collaboration funding

8,400,000

Threshold equity value as per Nasdaq capital market listing standards

2,500,000

Threshold market value as per Nasdaq capital market listing standards

35,000,000

Threshold net income from continuing operations as per Nasdaq capital market listing standards

$ 500,000

Threshold number of business days for market value of listed securities

30 days

Threshold number of calendar days to regain compliance

180 days

Threshold bid price per share for continued listing on nasdaq

$ 1

Public float

$ 19,747,717

Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, net of issuance costs, shares

2,335,000

Proceeds from issuance of common stock gross

$ 2,700,000

Second Term Loan

Organization Consolidation and Presentation of Financial Statement [Line Items]

Proceeds from issuance of debt

$ 7,000,000

Lincoln Park

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, net of issuance costs, shares

772,057

200,000

Proceeds from issuance of common stock gross

$ 1,100,000

$ 500,000

Number of shares, company may sell on any single business day

50,000

Maximum amount of Common stock at time of sale, per regular purchase

$ 1,000,000

Lincoln Park | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Proceeds from issuance of common stock gross

$ 4,000,000

Proposed Collaboration and License Agreement

Organization Consolidation and Presentation of Financial Statement [Line Items]

Upfront non-refundable payment received

1,000,000

Proposed Collaboration and License Agreement | Relief Therapeutics Holding AG

Organization Consolidation and Presentation of Financial Statement [Line Items]

Upfront non-refundable payment received

$ 1,000,000

Proposed Collaboration and License Agreement | Secured Loan | Relief Therapeutics Holding AG

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, term

12 months

Debt instrument, principal amount

$ 4,000,000

Debt instrument, interest rate

6%

Collaboration Agreement | Second Development Payment

Organization Consolidation and Presentation of Financial Statement [Line Items]

Deferred collaboration funding

$ 8,400,000

Collaboration Agreement | Relief Therapeutics Holding AG

Organization Consolidation and Presentation of Financial Statement [Line Items]

Upfront non-refundable payment received

$ 1,000,000

Cash payment received

10,000,000

10,000,000

$ 10,000,000

Reimbursement payment

14,000,000

14,000,000

Repayment of outstanding balance of prior loan and interest

4,000,000

$ 4,000,000

Development payments

$ 20,000,000

Proceeds from first tranche of development payments subject to new drug application

$ 5,000,000

Net profit split ratio based on territory

60%

60%

Net profit split ratio

60%:40%

Percentage of royalty net sales received

15%

15%

Milestone payment to be received

$ 6,000,000

$ 6,000,000

Collaboration Agreement | Relief Therapeutics Holding AG | First Development Payment

Organization Consolidation and Presentation of Financial Statement [Line Items]

Cash payment received

$ 10,000,000

Collaboration Agreement | Relief Therapeutics Holding AG | Second Development Payment

Organization Consolidation and Presentation of Financial Statement [Line Items]

Potential proceeds from development payments subject to acceptance of new drug

$ 10,000,000

Proceeds from first tranche of development payments subject to new drug application

5,000,000

Collaboration Agreement | Secured Loan | Relief Therapeutics Holding AG

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, term

12 months

Debt instrument, principal amount

$ 4,000,000

Debt instrument, interest rate

6%

Waiver and Agreement | Relief Therapeutics Holding AG

Organization Consolidation and Presentation of Financial Statement [Line Items]

Proceeds from second tranche of development payments subject to new drug application

5,000,000

Second tranche of development payment, expiry date

Jan. 14, 2022

Waiver and Agreement | Relief Therapeutics Holding AG | Second Development Payment

Organization Consolidation and Presentation of Financial Statement [Line Items]

Proceeds from first tranche of development payments subject to new drug application

$ 5,000,000

5,000,000

Proceeds from second tranche of development payments subject to new drug application

$ 5,000,000

Second tranche of development payment, expiry date

Jan. 14, 2022

SWK Credit Agreement | Lenders Party and SWK Funding LLC | Subsequent Event | SOFR

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, periodic payment, principal

$ 600,000

SWK Credit Agreement | Second Term Loan | Lenders Party and SWK Funding LLC | Scenario Forecast

Organization Consolidation and Presentation of Financial Statement [Line Items]

Minimum cash balance required by the loan covenants

$ 3,000,000

SWK Credit Agreement | Second Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Minimum cash balance required by the loan covenants

$ 1,500,000

SWK Credit Agreement | Second Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event | Repayment Occurs On Or Before April 15, 2023

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.18%

SWK Credit Agreement | Second Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event | Repayment Occurs On Or After April 16, 2023 But Prior to May 16, 2023

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.28667%

SWK Credit Agreement | Second Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event | Repayment Occurs On Or After May 16, 2023 But Prior to June 16, 2023

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.39334%

SWK Credit Agreement | Second Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event | Repayment Occurs On Or After June 16, 2023

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.50%

SWK Credit Agreement | Second Term Loan | Original Term Loan And Swk Loans | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, principal amount

$ 7,000,000

SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, principal amount

$ 6,500,000

Debt instrument, frequency of periodic payment

quarterly

Origination fees

$ 100,000

Warrant issued to purchase common stock

150,000

100,000

Warrant, exercise price

$ 2.46

$ 1.51

SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC | SOFR

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, frequency of periodic payment

quarterly

SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, interest rate, increase

3%

Amortizing date of Principal payment

Apr. 15, 2023

Warrant issued to purchase common stock

250,000

Warrant, exercise price

$ 2.39

SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event | If ACER-001 Approval does not Occur on or Before December 31, 2022

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, maturity date

Mar. 04, 2024

Debt instrument repayment percentage on outstanding principal amount

150%

SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event | SOFR

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, interest rate

1%

Debt instrument, periodic payment, principal

$ 1,300,000

Debt instrument, basis spread on variable rate

11%

Amortizing date of Principal payment

May 15, 2023

Secured Convertible Note Purchase Agreement | Secured Convertible Notes | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P.

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, principal amount

$ 6,000,000

Debt instrument, interest rate

6.50%

Debt instrument, frequency of periodic payment

quarterly

Debt instrument, interest rate, increase

11.50%

Conversion price

$ 2.50

Marathon Convertible Note Purchase Agreement | Marathon Convertible Notes | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P.

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, principal amount

$ 6,000,000

Debt instrument, interest rate

6.50%

Debt instrument, frequency of periodic payment

quarterly

Conversion price

$ 2.50

Marathon Convertible Note Purchase Agreement | Marathon Convertible Notes | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Scenario Forecast

Organization Consolidation and Presentation of Financial Statement [Line Items]

Buy-Out percentage

212.50%

Marathon Convertible Note Purchase Agreement | Marathon Convertible Notes | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Number of business days for repurchase of convertible note

5 days

Buy-Out percentage

200%

Number of business days for payment in full of all senior indebtedness

5 days

Increase in Buy-Out percentage

0.2500

Marathon Credit Agreement | Marathon Convertible Notes | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Termination agreement date

Jan. 30, 2023

Marathon Credit Agreement | Term Loan | Lender Party and Marathon

Organization Consolidation and Presentation of Financial Statement [Line Items]

Debt instrument, principal amount

$ 42,500,000

Debt instrument, interest rate

13.50%

Debt instrument, frequency of periodic payment

quarterly

Debt instrument, maturity date

Dec. 31, 2028

Percentage of option to capitalize

4%

Debt instrument, maturity date, description

The final maturity date of the Term Loan would be the earlier of six years after the Term Loan Funding Date or December 31, 2028.

Debt instrument amortization percentage

2.78%

Percentage of prepayment, prior to March 4, 2025

5%

Percentage of prepayment, on or after March 4, 2025, but prior to March 4, 2026

3%

Percentage of prepayment, on or after March 4, 2026, but prior to March 4, 2027

2%

Percentage of prepayment, on or after March 4, 2027

1%

Percentage of aggregate revenue as royalty payments

2%

Payment for commitment fees

$ 200,000

Payment for additional commitment fees

600,000

Royalty payments on aggregate revenue cap amount

$ 15,000,000

Termination agreement date

Jan. 30, 2023

Weighted Average | Lincoln Park

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, gross sale price per share

$ 1.42

$ 2.47

Maximum

Organization Consolidation and Presentation of Financial Statement [Line Items]

Public float

$ 75,000,000

Maximum | Lincoln Park

Organization Consolidation and Presentation of Financial Statement [Line Items]

Shares value might be issued under agreement

$ 15,000,000

$ 15,000,000

Number of shares, company may sell on any single business day

100,000

Maximum | Collaboration Agreement | Relief Therapeutics Holding AG

Organization Consolidation and Presentation of Financial Statement [Line Items]

Development payments

$ 20,000,000

Minimum | SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Proceeds from issuance of debt

$ 7,700,000

Minimum | Marathon Convertible Note Purchase Agreement | Marathon Convertible Notes | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Gross proceeds from issuance or sale of equity, debt and/or hybrid securities, loans or other financing

40,000,000

At-the-Market Facility

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, net of issuance costs, shares

3,312,471

877,107

Proceeds from issuance of common stock gross

$ 6,500,000

$ 2,800,000

Common stock offering costs

200,000

200,000

Proceeds from issuance of common stock, net of issuance costs

6,300,000

$ 2,600,000

Remained available under facility

$ 29,400,000

33,500,000

29,400,000

Amount remained available under facility

$ 33,500,000

At-the-Market Facility | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, net of issuance costs, shares

1,462,254

Issuance of common stock, price per share

$ 2.81

Proceeds from issuance of common stock gross

$ 4,100,000

$ 20,600,000

Common stock offering costs

100,000

Proceeds from issuance of common stock, net of issuance costs

$ 4,000,000

At-the-Market Facility | Weighted Average

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, gross sale price per share

$ 1.9749

$ 3.1692

At-the-Market Facility | Weighted Average | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Issuance of common stock, gross sale price per share

$ 2.81

At-the-Market Facility | Maximum

Organization Consolidation and Presentation of Financial Statement [Line Items]

Aggregate offering price of common stock

$ 50,000,000

$ 50,000,000

March 2023 Offering | SWK Credit Agreement | Original Term Loan | Lenders Party and SWK Funding LLC | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Proceeds from issuance of common stock, net of issuance costs

$ 10,000,000

Pre-Funded Warrants | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Warrant issued to purchase common stock

585,306

585,306

Common Warrants | Subsequent Event

Organization Consolidation and Presentation of Financial Statement [Line Items]

Warrant issued to purchase common stock

2,920,306

2,920,306

Significant Accounting Police_3

Significant Accounting Polices - Additional Information (Details)

3 Months Ended

12 Months Ended

Jan. 30, 2023 USD ($)

Jan. 14, 2022 USD ($)

Oct. 12, 2021 USD ($)

Mar. 19, 2021 USD ($)

Jan. 25, 2021 USD ($)

Apr. 11, 2020 USD ($)

Jun. 30, 2021 USD ($)

Dec. 31, 2022 USD ($) Segment

Dec. 31, 2021 USD ($)

Mar. 31, 2023 USD ($)

Mar. 04, 2022 USD ($)

Oct. 04, 2021 USD ($)

Schedule Of Significant Accounting Policies [Line Items]

Upfront nonrefundable payment

$ 1,000,000

Reimbursement payment

$ 14,000,000

Collaboration Agreement Amount

25,000,000

Development payments

10,000,000

Deferred collaboration funding

$ 8,400,000

Deferred collaboration funding, current

8,412,971

$ 15,825,938

Cash in excess of FDIC insured limit

2,100,000

12,500,000

Cash and cash equivalents

$ 2,329,218

12,710,762

Expected term of stock option granted to employees and directors, average contractual term and vesting period

10 years

Uncertain tax positions, accruals

$ 0

0

Accruals for interest or penalties related to income tax matters

$ 0

0

Number of operating segment | Segment

1

ASU No. 2020-06

Schedule Of Significant Accounting Policies [Line Items]

Change in Accounting Principle, Accounting Standards Update, Adopted [true false]

true

Change in Accounting Principle, Accounting Standards Update, Adoption Date

Mar. 31, 2021

ASU No. 2021-04

Schedule Of Significant Accounting Policies [Line Items]

Change in Accounting Principle, Accounting Standards Update, Adopted [true false]

true

Change in Accounting Principle, Accounting Standards Update, Adoption Date

Mar. 31, 2022

Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]

true

ASU No. 2021-10

Schedule Of Significant Accounting Policies [Line Items]

Change in Accounting Principle, Accounting Standards Update, Adopted [true false]

true

Change in Accounting Principle, Accounting Standards Update, Adoption Date

Dec. 31, 2021

Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]

true

PPP Loan | JPMorgan Chase Bank, N.A

Schedule Of Significant Accounting Policies [Line Items]

CARES act of 2020 aid loan amount

$ 600,000

Accounts Payable and Accrued Expenses

Schedule Of Significant Accounting Policies [Line Items]

Preclinical or clinical study expense

$ 900,000

200,000

Maximum

Schedule Of Significant Accounting Policies [Line Items]

Cash, FDIC insured amount

250,000

Relief

Schedule Of Significant Accounting Policies [Line Items]

Non-cash reduction recognized in secured loan

4,000,000

Collaboration Agreement | Second Development Payment

Schedule Of Significant Accounting Policies [Line Items]

Deferred collaboration funding

8,400,000

Deferred collaboration funding, current

8,400,000

Deferred collaboration funding, cash received

$ 35,000,000

Revenue recognized

1,300,000

Offset to research and development expenses

13,900,000

Offset to general and administrative expenses

$ 11,400,000

Collaboration Agreement | Relief

Schedule Of Significant Accounting Policies [Line Items]

Cash payment received

10,000,000

10,000,000

$ 10,000,000

Reimbursement payment

14,000,000

14,000,000

Repayment of outstanding balance of prior loan and interest

$ 4,000,000

$ 4,000,000

Net profit split ratio based on territory

60%

60%

Percentage of royalty net sales received

15%

15%

Milestone payment to be received

$ 6,000,000

$ 6,000,000

Potential proceeds from development payments subject to new drug application

$ 10,000,000

Proceeds from first tranche of development payments subject to new drug application

$ 5,000,000

Percentage of development and commercialization services

60%

Percentage of payment net profit territory

60%

Upfront non-refundable payment received

$ 1,000,000

Development payments

$ 20,000,000

Collaboration Agreement | Relief | Secured Loan

Schedule Of Significant Accounting Policies [Line Items]

Debt instrument, term

12 months

Debt instrument principal amount

$ 4,000,000

Debt instrument, interest rate

6%

Collaboration Agreement | Relief | Maximum

Schedule Of Significant Accounting Policies [Line Items]

Development and commercial launch costs

$ 20,000,000

Development payments

20,000,000

Collaboration Agreement | Relief | Second Development Payment

Schedule Of Significant Accounting Policies [Line Items]

Proceeds from first tranche of development payments subject to new drug application

5,000,000

Waiver and Agreement | Relief | Second Development Payment

Schedule Of Significant Accounting Policies [Line Items]

Proceeds from first tranche of development payments subject to new drug application

$ 5,000,000

$ 5,000,000

Proposed Collaboration and License Agreement

Schedule Of Significant Accounting Policies [Line Items]

Upfront non-refundable payment received

$ 1,000,000

Proposed Collaboration and License Agreement | Relief

Schedule Of Significant Accounting Policies [Line Items]

Upfront non-refundable payment received

$ 1,000,000

Proposed Collaboration and License Agreement | Relief | Secured Loan

Schedule Of Significant Accounting Policies [Line Items]

Debt instrument, term

12 months

Debt instrument principal amount

$ 4,000,000

Debt instrument, interest rate

6%

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan

Schedule Of Significant Accounting Policies [Line Items]

Debt instrument principal amount

$ 6,500,000

Debt instrument, interest rate

15.80%

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan | Scenario Forecast

Schedule Of Significant Accounting Policies [Line Items]

Minimum cash balance required by the loan covenants

$ 3,000,000

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan | Subsequent Event

Schedule Of Significant Accounting Policies [Line Items]

Minimum cash balance required by the loan covenants

$ 1,500,000

Number of days required for cash balance

14 days

Significant Accounting Police_4

Significant Accounting Polices - Schedule of Estimate Fair Value of Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Risk-free interest rate, minimum	1.18%	0.37%
Risk-free interest rate, maximum	2.95%	0.84%
Expected life (years)	6 years 3 months	6 years 3 months
Expected volatility		92.40%
Expected volatility, minimum	112%
Expected volatility, maximum	115%
Dividend rate	0%	0%

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Subtotal property and equipment, gross	$ 442,690	$ 319,869
Less accumulated depreciation	(228,112)	(205,757)
Property and equipment, net	214,578	114,112
Computer Hardware and Software
Property Plant And Equipment [Line Items]
Subtotal property and equipment, gross	142,870	113,847
Leasehold Improvements
Property Plant And Equipment [Line Items]
Subtotal property and equipment, gross	52,887	60,535
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Subtotal property and equipment, gross	111,603	$ 145,487
Manufacturing Equipment
Property Plant And Equipment [Line Items]
Subtotal property and equipment, gross	$ 135,330

Property and Equipment - Additi

Property and Equipment - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022
Computer Hardware and Software
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued employee bonus and vacation	$ 2,624,910	$ 419,354
Accrued interest	313,068
Accrued precommercial costs	203,016	395,923
Accrued legal	172,945	162,812
Accrued accounting, audit, and tax fees	82,779	167,630
Accrued license fees	80,526	86,259
Accrued contract research and regulatory consulting	68,432	47,637
Accrued miscellaneous expenses	66,039	216,103
Accrued contract manufacturing	42,679	827,390
Accrued consulting	3,000	105,085
Total accrued expenses	$ 3,657,394	$ 2,428,193

Leases - Additional Information

Leases - Additional Information (Details)			12 Months Ended
	Nov. 17, 2021	Oct. 15, 2021	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Apr. 23, 2019 ft²	Mar. 05, 2019 ft²	Apr. 01, 2018 ft²	Mar. 06, 2018 ft²
Lessee Lease Description [Line Items]
Operating lease right of use asset | $			$ 200,000	$ 400,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]			Other Assets, Noncurrent	Other Assets, Noncurrent
Operating lease liability | $			$ 249,590	$ 393,837
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]			us-gaap:OtherLiabilities
Operating lease discount rate			8%	10%
Operating lease, weighted average remaining lease term			2 years 9 months 18 days
Operating lease, cash payment made | $			$ 200,000	$ 300,000
Operating lease expense | $			$ 200,000	$ 300,000
Newton Lease
Lessee Lease Description [Line Items]
Lease expiration date			May 31, 2022
Newton Lease | Newton, Massachusetts
Lessee Lease Description [Line Items]
Lease agreement date			Mar. 06, 2018
Lease commencement date			Oct. 01, 2018
Square feet of office space leased								2,760
Additional Newton Lease
Lessee Lease Description [Line Items]
Lease expiration date		Dec. 31, 2022	Dec. 31, 2022
Additional Newton Lease | Newton, Massachusetts
Lessee Lease Description [Line Items]
Lease agreement date			Mar. 05, 2019
Lease commencement date			Jun. 01, 2019
Square feet of office space leased						1,600
Amendment of Newton Lease
Lessee Lease Description [Line Items]
Lease expiration date			Jun. 01, 2022
Reduced area of land			1,600
Amendment of Newton Lease | Newton, Massachusetts
Lessee Lease Description [Line Items]
Lease agreement date			Oct. 15, 2021
Bend Lease | Oregon
Lessee Lease Description [Line Items]
Lease agreement date			Apr. 01, 2018
Square feet of office space leased							2,288
Additional Bend Lease | Oregon
Lessee Lease Description [Line Items]
Lease agreement date			Apr. 23, 2019
Lease commencement date			May 01, 2019
Square feet of office space leased					1,389
Modified Bend Lease
Lessee Lease Description [Line Items]
Lease agreement date			Nov. 17, 2021
Lease expiration date	Jun. 30, 2022
Lease, existence of option to extend			true
Lease, option to extend			On November 17, 2021, the Company entered into a lease agreement to extend the term of the Bend Lease and the Additional Bend Lease to June 30, 2022 and to further extend the term either (1) until June 30, 2027 if FDA approval of OLPRUVATM was received in June 2022, or (2) until June 30, 2025 if FDA approval of OLPRUVATM was not received in June 2022. As FDA approval of OLPRUVATM was not received in June 2022, the Company entered into a lease amendment in June 2022 such that the renewal term for this office space was extended until June 30, 2025.
Lease renewal term for office space extended date			Jun. 30, 2025

Leases - Reconciliation of Undi

Leases - Reconciliation of Undiscounted Lease Liabilities to Total Lease Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Undiscounted lease liabilities for years ending December 31,
2023	$ 103,925
2024	107,290
2025	54,579
Total undiscounted lease liabilities	265,794
Less effects of discounting	(16,204)
Total lease liabilities as of December 31, 2022	249,590	$ 393,837
Operating lease liability, current	$ 103,925	$ 184,340
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current	Other Liabilities, Current
Operating lease liability, non-current	$ 145,665	$ 209,497
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Total lease liabilities	$ 249,590	$ 393,837

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($)					12 Months Ended
	Jan. 30, 2023	Aug. 19, 2022	Mar. 14, 2022	Mar. 04, 2022	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2021
Debt Instrument [Line Items]
Cash and cash equivalents					$ 2,329,218		$ 12,710,762
Proceeds allocated to First SWK Warrant					327,031
Debt issuance costs incurred					1,200,000
SWK Warrant
Debt Instrument [Line Items]
Fair value of warrant					300,000
Financial Advisor
Debt Instrument [Line Items]
Debt issuance costs incurred					700,000
SWK and Holders
Debt Instrument [Line Items]
Debt issuance costs incurred					500,000
Original Term Loan
Debt Instrument [Line Items]
Fair value of loan					6,200,000
Term Loan
Debt Instrument [Line Items]
Deferred financing costs, current					400,000
Commitment fee payable					600,000
Debt related expense commitment fee					200,000
Original Term Loan and Convertible Note Financing | Financial Advisor
Debt Instrument [Line Items]
Payment for funding fee for services					500,000
SWK Credit Agreement | Original Term Loan
Debt Instrument [Line Items]
Principal amortization payments					$ 1,500,000
SWK Credit Agreement | Original Term Loan | Lenders Party and SWK
Debt Instrument [Line Items]
Debt instrument, principal amount				$ 6,500,000
Debt instrument, interest rate					15.80%
Debt instrument, interest rate, increase				3%
Debt instrument, maturity date, description					The final maturity date of the Original Term Loan is March 4, 2024
Principal payments in 2023					$ 2,100,000
Origination fees			$ 100,000
SWK Credit Agreement | Original Term Loan | Lenders Party and SWK | SWK Warrant
Debt Instrument [Line Items]
Warrant issued to purchase common stock		100,000		150,000
Warrant, exercise price		$ 1.51		$ 2.46
Proceeds allocated to First SWK Warrant		$ 100,000		$ 300,000
SWK Credit Agreement | Original Term Loan | Lenders Party and SWK | If ACER-001 Approval does not Occur on or Before December 31, 2022
Debt Instrument [Line Items]
Debt instrument, maturity date				Mar. 04, 2024
Debt instrument repayment percentage on outstanding principal plus any and all paid-in-kind interest amount				150%
SWK Credit Agreement | Original Term Loan | Lenders Party and SWK | Scenario Forecast
Debt Instrument [Line Items]
Minimum cash balance required by the loan covenants						$ 3,000,000
SWK Credit Agreement | Original Term Loan | Lenders Party and SWK | LIBOR
Debt Instrument [Line Items]
Debt instrument, description of variable rate basis					3-month LIBOR
Debt instrument, interest rate				1%
Debt instrument, basis spread on variable rate				11%
Debt instrument, periodic payment, principal				$ 700,000
Debt instrument, frequency of periodic payment					quarterly
Loan repayment commencing date				Feb. 15, 2023
SWK Credit Agreement | Original Term Loan | Subsequent Event | Lenders Party and SWK
Debt Instrument [Line Items]
Minimum cash balance required by the loan covenants	$ 1,500,000
Number of days required for cash balance	14 days
Secured Convertible Note Purchase Agreement | Secured Convertible Notes | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P.
Debt Instrument [Line Items]
Debt instrument, principal amount				$ 6,000,000
Debt instrument, interest rate				6.50%
Debt instrument, interest rate, increase				11.50%
Debt instrument, frequency of periodic payment					quarterly
Conversion price				$ 2.50
Debt instrument, shares upon conversion of original principal amount				2,400,000
Marathon Credit Agreement | Term Loan | Lender Party and Marathon
Debt Instrument [Line Items]
Debt instrument, principal amount				$ 42,500,000
Debt instrument, interest rate				13.50%
Debt instrument, frequency of periodic payment					quarterly
Debt instrument, maturity date, description					The final maturity date of the Term Loan would be the earlier of six years after the Term Loan Funding Date or December 31, 2028.
Debt instrument, maturity date				Dec. 31, 2028
Percentage of term loan amount equal to commitment fee				1.50%
Additional amount of accordion commitment				$ 50,000,000
Total commitment				$ 92,500,000
Percentage of option to capitalize			4%
Debt instrument amortization percentage				2.78%
Percentage of prepayment, prior to March 4, 2025				5%
Percentage of prepayment, on or after March 4, 2025, but prior to March 4, 2026				3%
Percentage of prepayment, on or after March 4, 2026, but prior to March 4, 2027				2%
Percentage of prepayment, on or after March 4, 2027				1%
Payment for commitment fees				$ 200,000
Payment for additional commitment fees				$ 600,000
Percentage of aggregate revenue as royalty payments				2%
Royalty payments on aggregate revenue cap amount				$ 15,000,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Details) - Recurring	Dec. 31, 2022 USD ($)
Carrying Amount
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	$ 11,927,831
Fair Value
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	11,927,831
Marathon Convertible Notes | Carrying Amount
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	6,360,600
Marathon Convertible Notes | Fair Value
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	6,360,600
Original Term Loan | Carrying Amount
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	5,567,231
Original Term Loan | Fair Value
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	5,567,231
Money Market Funds in Cash Equivalents | Carrying Amount
Assets, Fair Value Disclosure [Abstract]
Assets, fair value	1,829,218
Money Market Funds in Cash Equivalents | Fair Value
Assets, Fair Value Disclosure [Abstract]
Assets, fair value	1,829,218
Level 1 | Money Market Funds in Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Assets, fair value	1,829,218
Level 3
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	11,927,831
Level 3 | Marathon Convertible Notes
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	6,360,600
Level 3 | Original Term Loan
Debt Instrument, Fair Value Disclosure [Abstract]
Liabilities, fair value	$ 5,567,231

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued interest expense	$ 313,068
Marathon Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value	400,000
Accrued interest expense	313,068
Original Term Loan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value	$ 600,000

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Change in Debt Fair Value (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loan Received	$ 12,172,969
Accrued interest expense	313,068
Adjustment to Fair Value Mark to Market	(558,206)
Ending Balance	11,927,831
Marathon Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loan Received	6,000,000
Accrued interest expense	313,068
Adjustment to Fair Value Mark to Market	47,532
Ending Balance	6,360,600
Original Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loan Received	6,172,969
Adjustment to Fair Value Mark to Market	(605,738)
Ending Balance	$ 5,567,231

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Change in Debt Fair Value (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Accrued interest expense	$ 313,068
Convertible note payable, at fair value	6,047,532
Marathon Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Accrued interest expense	$ 313,068

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)

1 Months Ended

3 Months Ended

12 Months Ended

Jan. 14, 2022 USD ($)

Oct. 12, 2021 USD ($)

Mar. 19, 2021 USD ($)

Jan. 25, 2021 USD ($)

Jan. 21, 2021 USD ($)

Jun. 05, 2020

Apr. 11, 2020 USD ($)

May 31, 2021

Sep. 30, 2018 Patent

Aug. 31, 2016

Jun. 30, 2021 USD ($)

Dec. 31, 2022 USD ($)

Dec. 31, 2021 USD ($)

Oct. 04, 2021 USD ($)

Commitments And Contingencies [Line Items]

Reimbursement payment

$ 14,000,000

Minimum percentage of loan proceeds used to cover payroll costs eligible for loan forgiven

60%

75%

Gain on extinguishment of debt

$ 568,909

Other current liabilities

$ 741,425

9,450,085

Other current assets

20,188

9,283,625

Pending Litigation | The Securities Class Action

Commitments And Contingencies [Line Items]

Proposed settlement as a loss in accrued expenses

$ 8,400,000

8,400,000

Other current liabilities

$ 900,000

Pending Litigation | Stockholders Derivative Action

Commitments And Contingencies [Line Items]

Payment of settlement amount

$ 500,000

PPP Loan

Commitments And Contingencies [Line Items]

Debt instrument, description

On June 5, 2020, the Payroll Protection Flexibility Act of 2020 was signed into law, adjusting certain terms of the loans issued under the PPP, including extending the initial deferral period from six to up to ten months, reducing from 75% to 60% the portion of loan proceeds required to be used to cover payroll costs, and allowing borrowers to elect a 24-week rather than an eight-week period related to employment and compensation provisions.

PPP Loan | JPMorgan Chase Bank, N.A

Commitments And Contingencies [Line Items]

CARES act of 2020 aid loan amount

$ 600,000

Promissory Note | JPMorgan Chase Bank, N.A

Commitments And Contingencies [Line Items]

Debt instrument, term

2 years

Debt instrument, interest rate

1%

Assistance Publique - Hopitaux de Paris ("AP-HP") | License Agreement

Commitments And Contingencies [Line Items]

Agreement entered date

2018-09

Number of patent applications | Patent

3

Assistance Publique - Hopitaux de Paris ("AP-HP") | License Agreement | Private Acer

Commitments And Contingencies [Line Items]

Agreement entered date

2016-08

Relief Therapeutics Holding AG | Collaboration Agreement

Commitments And Contingencies [Line Items]

Upfront non-refundable payment received

$ 1,000,000

Cash payment received

10,000,000

10,000,000

$ 10,000,000

Reimbursement payment

14,000,000

14,000,000

Repayment of outstanding balance of prior loan and interest

$ 4,000,000

$ 4,000,000

Potential proceeds from development payments subject to new drug application

$ 10,000,000

Net profit split ratio based on territory

60%

60%

Percentage of royalty revenue received

15%

Milestone payment to be received

$ 6,000,000

$ 6,000,000

Proceeds from first tranche of development payments subject to new drug application

$ 5,000,000

Relief Therapeutics Holding AG | Collaboration Agreement | First Development Payment

Commitments And Contingencies [Line Items]

Cash payment received

$ 10,000,000

Relief Therapeutics Holding AG | Collaboration Agreement | Second Development Payment

Commitments And Contingencies [Line Items]

Potential proceeds from development payments subject to acceptance of new drug

$ 10,000,000

Proceeds from first tranche of development payments subject to new drug application

5,000,000

Relief Therapeutics Holding AG | Collaboration Agreement | Maximum

Commitments And Contingencies [Line Items]

Development and commercial launch costs

$ 20,000,000

Relief Therapeutics Holding AG | Collaboration Agreement | Secured Loan

Commitments And Contingencies [Line Items]

Debt instrument, term

12 months

Debt instrument, principal amount

$ 4,000,000

Debt instrument, interest rate

6%

Relief Therapeutics Holding AG | Waiver and Agreement

Commitments And Contingencies [Line Items]

Proceeds from second tranche of development payments subject to new drug application

5,000,000

Second tranche of development payment, expiry date

Jan. 14, 2022

Relief Therapeutics Holding AG | Waiver and Agreement | Second Development Payment

Commitments And Contingencies [Line Items]

Proceeds from first tranche of development payments subject to new drug application

$ 5,000,000

5,000,000

Proceeds from second tranche of development payments subject to new drug application

$ 5,000,000

Second tranche of development payment, expiry date

Jan. 14, 2022

Emory University | License Agreement

Commitments And Contingencies [Line Items]

Agreement entered date

2021-05

Stockholders' (Deficit) Equit_2

Stockholders' (Deficit) Equity - Additional Information (Details) - USD ($)

12 Months Ended

Nov. 29, 2022

Apr. 30, 2020

Mar. 18, 2020

Sep. 18, 2019

Nov. 09, 2018

May 14, 2018

Sep. 19, 2017

Dec. 31, 2022

Dec. 31, 2021

Feb. 18, 2022

Jan. 01, 2022

Jan. 01, 2021

Stockholders Equity [Line Items]

Proceeds from issuance of common stock, net of issuance costs

$ 8,909,718

$ 3,139,047

Number of share outstanding

2,794,850

1,954,975

Awards granted under the plan

960,500

Unrecognized compensation expense

$ 2,200,000

Unrecognized compensation expense remaining vesting period

2 years 7 months 6 days

Weighted average grant date fair value of options granted

$ 1.99

$ 2.57

Fair value of options vested

$ 2,200,000

$ 2,000,000

Lincoln Park

Stockholders Equity [Line Items]

Issuance of common stock, net of issuance costs, shares

772,057

200,000

Proceeds from issuance of common stock, net of issuance costs

$ 1,100,000

$ 500,000

Number of shares, company may sell on any single business day

50,000

Maximum amount of Common stock at time of sale, per regular purchase

$ 1,000,000

Maximum percentage of shares may be issued or sold based on outstanding shares immediately prior to execution of agreement.

19.99%

Issuance of common stock for commitment fee, shares

148,148

Fair value of the commitment fee shares, recorded to general and administrative expense along with other costs

$ 400,000

2018 Stock Incentive Plan

Stockholders Equity [Line Items]

Number of common stock authorized for issuance

500,000

572,410

529,325

Grant of inducement awards and reserved, shares

200,000

Share-based compensation arrangement by share-based payment award, description

In addition, the number of shares authorized for issuance under the 2018 Plan is automatically increased (the “evergreen provision”) on the first day of each fiscal year beginning on January 1, 2019, and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) another amount (including zero) determined by the Company’s Board of Directors. On January 1, 2022 and 2021, 572,410 and 529,325 additional shares, respectively, were authorized according to the evergreen provision. On February 18, 2022, the Company’s Board of Directors amended and restated the 2018 Plan to add a provision permitting the grant of inducement awards under Nasdaq Marketplace Rule 5635(c)(4) to eligible recipients and initially reserved 200,000 shares of the Company’s common stock for issuance pursuant to inducement awards granted under the 2018 Plan. Any shares subject to awards granted under the 2018 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2018 Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2018 Plan.

Share-based compensation arrangement by share-based payment award, expiration date

Jan. 01, 2028

Share-based compensation arrangement by share-based payment award, percentage of outstanding our common stock

4%

Available for the grant of future awards

389,313

Options contractual term

10 years

2013 Stock Incentive Plan

Stockholders Equity [Line Items]

Number of common stock authorized for issuance

165,000

Options contractual term

10 years

Awards granted under the plan

0

2010 Stock Incentive Plan

Stockholders Equity [Line Items]

Number of common stock authorized for issuance

470,170

Options contractual term

10 years

Awards granted under the plan

0

Executive Officers and Employees | 2018 Stock Incentive Plan

Stockholders Equity [Line Items]

Share-based compensation arrangement by share-based payment award, stock options vesting period

4 years

Executive Officers and Employees | 2018 Stock Incentive Plan | One-year Anniversary of the Grant Date

Stockholders Equity [Line Items]

Share-based compensation arrangement by share-based payment award, Vesting percentage Share-based compensation arrangement by share-based payment award, Vesting percentage

25%

Executive Officers and Employees | 2018 Stock Incentive Plan | One-year Anniversary of the Grant Date | Restricted Stock Units

Stockholders Equity [Line Items]

Awards granted under the plan

0

0

Executive Officers and Employees | 2018 Stock Incentive Plan | One-year Anniversary of the Grant Date | Unvested Restricted Stock Units

Stockholders Equity [Line Items]

Awards granted under the plan

0

0

Executive Officers and Employees | 2018 Stock Incentive Plan | Quarterly over Remaining Three Years

Stockholders Equity [Line Items]

Share-based compensation arrangement by share-based payment award, Vesting percentage Share-based compensation arrangement by share-based payment award, Vesting percentage

75%

Executive Officers and Employees | 2018 Stock Incentive Plan | January 1, 2021

Stockholders Equity [Line Items]

Share-based compensation arrangement by share-based payment award, Vesting percentage Share-based compensation arrangement by share-based payment award, Vesting percentage

50%

Executive Officers and Employees | 2018 Stock Incentive Plan | January 1, 2022

Stockholders Equity [Line Items]

Share-based compensation arrangement by share-based payment award, Vesting percentage Share-based compensation arrangement by share-based payment award, Vesting percentage

50%

Board of Directors | 2018 Stock Incentive Plan

Stockholders Equity [Line Items]

Share-based compensation arrangement by share-based payment award, stock options vesting period

12 months

Weighted Average | Lincoln Park

Stockholders Equity [Line Items]

Issuance of common stock, price per share

$ 1.42

$ 2.47

Maximum | Lincoln Park

Stockholders Equity [Line Items]

Shares value might be issued under agreement

$ 15,000,000

Number of shares, company may sell on any single business day

100,000

Beneficially ownership percentage

9.99%

Maximum | 2010 and 2013 Stock Incentive Plan

Stockholders Equity [Line Items]

Number of share outstanding

635,170

Minimum | Lincoln Park

Stockholders Equity [Line Items]

Threshold price per share for issuance of shares under agreement

$ 2.1668

At-the-Market Facility

Stockholders Equity [Line Items]

Issuance of common stock, net of issuance costs, shares

3,312,471

877,107

Proceeds from issuance of common stock gross

$ 6,500,000

$ 2,800,000

Common stock offering costs

200,000

200,000

Proceeds from issuance of common stock, net of issuance costs

6,300,000

$ 2,600,000

Amount remained available under facility

$ 33,500,000

At-the-Market Facility | Weighted Average

Stockholders Equity [Line Items]

Issuance of common stock, gross sale price per share

$ 1.9749

$ 3.1692

At-the-Market Facility | Maximum

Stockholders Equity [Line Items]

Aggregate offering price of common stock

$ 50,000,000

$ 50,000,000

Private Placement | President and Chief Executive Officer and Member and Chairman of Board of Directors

Stockholders Equity [Line Items]

Issuance of common stock, net of issuance costs, shares

1,229,508

Issuance of common stock, price per share

$ 1.22

Proceeds from issuance of common stock, net of issuance costs

$ 1,500,000

Stockholders' (Deficit) Equit_3

Stockholders' (Deficit) Equity - Summary of Option Activity under 2018 Plan, 2013 Plan and 2010 Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Options
Number of Shares, Options outstanding at beginning of period	1,954,975
Number of Shares, Options Granted	960,500
Number of Shares, Options Cancelled/forfeited	(120,625)
Number of Shares, Options outstanding at end of period	2,794,850	1,954,975
Number of Shares, Options exercisable at end of period	1,462,238
Weighted Average Exercise Price, Options
Weighted Average Exercise Price, Options outstanding at beginning of period	$ 8.16
Weighted Average Exercise Price, Options Granted	2.33
Weighted Average Exercise Price, Options Cancelled/forfeited	3.41
Weighted Average Exercise Price, Options outstanding at end of period	6.36	$ 8.16
Weighted Average Exercise Price, Options exercisable at end of period	$ 9.56
Weighted Average Remaining Contract Term, Options
Weighted Average Remaining Contractual Term, Options outstanding at beginning of period	7 years 4 months 24 days	7 years 9 months 18 days
Weighted Average Remaining Contractual Term, Options exercisable at end of period	6 years 3 months 18 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Options outstanding at end of period	$ 211
Aggregate Intrinsic Value, Options exercisable at end of period	$ 4

Stockholders' (Deficit) Equit_4

Stockholders' (Deficit) Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders Equity [Line Items]
Stock-based compensation expense	$ 1,840,499	$ 2,287,007
Research and Development
Stockholders Equity [Line Items]
Stock-based compensation expense	615,477	696,283
General and Administrative
Stockholders Equity [Line Items]
Stock-based compensation expense	$ 1,225,022	$ 1,590,724

Stockholders' (Deficit) Equit_5

Stockholders' (Deficit) Equity - Summary of Warrants Issued (Details) - Warrants Issued to SWK	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Stockholders Equity [Line Items]
Number of shares, Granted during the period | shares	250,000
Number of shares, Outstanding at end of the period | shares	250,000
Number of shares, Exercisable at end of the period | shares	250,000
Weighted average remaining life	6 years 3 months 18 days
Weighted Average Exercise Price, Granted | $ / shares	$ 2.08
Weighted Average Exercise Price, Outstanding at end of the period | $ / shares	2.08
Weighted Average Exercise Price, Exercisable at end of the period | $ / shares	$ 2.08

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Provision for income taxes	$ 0	$ 0
Net operating loss carryforwards	17,548,951	12,059,019
Research and development and orphan drug credits	$ 9,400,000
Net operating loss carryforwards term	20 years
Net operating loss carryforwards expiration beginning year	2031
Uncertain tax positions, accruals	$ 0	0
Accruals for interest or penalties related to income tax matters	0	$ 0
Gross deferred tax asset	$ 19,000,000
Research and Development Credits
Income Tax Disclosure [Line Items]
Tax credit carryforwards expiration beginning year	2032
Orphan Drug Credits
Income Tax Disclosure [Line Items]
Tax credit carryforwards expiration beginning year	2034
U.S. Federal
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	$ 66,600,000
State
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	65,600,000
Research and development credits	$ 67,000

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carry forwards	$ 17,548,951	$ 12,059,019
Capitalized research and development costs	22,913,646	18,865,707
Accrued liabilities	691,212	156,415
Tax credit carryforwards	9,457,090	8,730,816
Stock-based compensation	2,086,266	1,745,654
Deferred collaboration funding	2,151,339	3,312,415
Operating lease	63,824	94,946
Debt issuance costs	229,073
Unrealized foreign exchange gain	13,756	(3,616)
Total deferred tax assets	55,155,157	44,961,356
Valuation allowance	(55,033,001)	(44,866,411)
Net deferred tax assets	122,156	94,945
Deferred tax liabilities:
Operating lease right of use asset	(59,470)	(94,945)
Fair value debt	(62,686)
Total deferred tax liabilities	$ (122,156)	$ (94,945)

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory rate	21%	21%
R&D and Orphan Drug credits	2.70%	6.40%
State income tax, net of federal tax benefit	15.90%	5.40%
Valuation allowance	(38.90%)	(33.20%)
Share-based compensation	(0.70%)	(0.30%)
Other, net	0%	0.70%
Effective tax rate	0%	0%

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities	3,044,850	1,954,975
Options to purchase common stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities	2,794,850	1,954,975
SWK Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities	250,000

Net Loss Per Share - Additional

Net Loss Per Share - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of net loss per share	3,044,850	1,954,975
Marathon Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of net loss per share	2,400,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)

3 Months Ended

12 Months Ended

34 Months Ended

May 30, 2023

Mar. 24, 2023

Mar. 21, 2023

Mar. 14, 2023

Jan. 30, 2023

Mar. 04, 2022

Mar. 18, 2020

Nov. 09, 2018

Mar. 27, 2023

Dec. 31, 2022

Dec. 31, 2021

Mar. 24, 2023

Mar. 31, 2023

Jan. 31, 2023

Aug. 19, 2022

Subsequent Event [Line Items]

Proceeds from issuance of common stock, net of issuance costs

$ 8,909,718

$ 3,139,047

Stock options granted

960,500

Common stock, par value

$ 0.0001

$ 0.0001

Second Term Loan

Subsequent Event [Line Items]

Proceeds from issuance of debt

$ 7,000,000

At-the-Market Facility

Subsequent Event [Line Items]

Issuance of common stock, net of issuance costs, shares

3,312,471

877,107

Proceeds from issuance of common stock gross

$ 6,500,000

$ 2,800,000

Common stock offering costs

200,000

200,000

Proceeds from issuance of common stock, net of issuance costs

$ 6,300,000

$ 2,600,000

Maximum | At-the-Market Facility

Subsequent Event [Line Items]

Aggregate offering price of common stock

$ 50,000,000

$ 50,000,000

Weighted Average | At-the-Market Facility

Subsequent Event [Line Items]

Issuance of common stock, gross sale price per share

$ 1.9749

$ 3.1692

SWK Credit Agreement | Lenders Party and SWK Funding LLC | Second Term Loan | Scenario Forecast

Subsequent Event [Line Items]

Minimum cash balance required by the loan covenants

$ 3,000,000

SWK Credit Agreement | Lenders Party and SWK Funding LLC | Original Term Loan

Subsequent Event [Line Items]

Debt instrument, principal amount

$ 6,500,000

Debt instrument, frequency of periodic payment

quarterly

Warrant issued to purchase common stock

150,000

100,000

Warrant, exercise price

$ 2.46

$ 1.51

SWK Credit Agreement | Lenders Party and SWK Funding LLC | Original Term Loan | SOFR

Subsequent Event [Line Items]

Debt instrument, frequency of periodic payment

quarterly

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan

Subsequent Event [Line Items]

Debt instrument, principal amount

$ 6,500,000

Debt instrument, interest rate

15.80%

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan | If ACER-001 Approval does not Occur on or Before December 31, 2022

Subsequent Event [Line Items]

Debt instrument, maturity date

Mar. 04, 2024

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan | Scenario Forecast

Subsequent Event [Line Items]

Minimum cash balance required by the loan covenants

$ 3,000,000

SWK Credit Agreement | Lenders Party and SWK | Original Term Loan | LIBOR

Subsequent Event [Line Items]

Debt instrument, basis spread on variable rate

11%

Debt instrument, frequency of periodic payment

quarterly

Debt instrument, periodic payment, principal

$ 700,000

Debt instrument, interest rate

1%

Marathon Convertible Note Purchase Agreement | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Marathon Convertible Notes

Subsequent Event [Line Items]

Debt instrument, principal amount

$ 6,000,000

Debt instrument, frequency of periodic payment

quarterly

Debt instrument, interest rate

6.50%

Marathon Convertible Note Purchase Agreement | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Marathon Convertible Notes | Scenario Forecast

Subsequent Event [Line Items]

Buy-Out percentage

212.50%

Marathon Credit Agreement | Lender Party and Marathon | Term Loan

Subsequent Event [Line Items]

Debt instrument, principal amount

$ 42,500,000

Debt instrument, frequency of periodic payment

quarterly

Debt instrument, maturity date

Dec. 31, 2028

Termination agreement date

Jan. 30, 2023

Payment for additional commitment fees

$ 600,000

Debt instrument, interest rate

13.50%

Securities Purchase Agreement | Maximum

Subsequent Event [Line Items]

Aggregate offering price of common stock

$ 50,000,000

Subsequent Event

Subsequent Event [Line Items]

Issuance of common stock, net of issuance costs, shares

2,335,000

Proceeds from issuance of common stock gross

$ 2,700,000

Stock options granted

630,000

Subsequent Event | Pre-Funded Warrants

Subsequent Event [Line Items]

Warrant issued to purchase common stock

585,306

585,306

Subsequent Event | Common Warrants

Subsequent Event [Line Items]

Warrant issued to purchase common stock

2,920,306

2,920,306

Subsequent Event | At-the-Market Facility

Subsequent Event [Line Items]

Issuance of common stock, net of issuance costs, shares

1,462,254

Proceeds from issuance of common stock gross

$ 4,100,000

$ 20,600,000

Common stock offering costs

100,000

Proceeds from issuance of common stock, net of issuance costs

$ 4,000,000

Subsequent Event | Weighted Average | At-the-Market Facility

Subsequent Event [Line Items]

Issuance of common stock, gross sale price per share

$ 2.81

Subsequent Event | SWK Credit Agreement | Original Term Loan And Swk Loans | Second Term Loan

Subsequent Event [Line Items]

Debt instrument, principal amount

$ 7,000,000

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | SOFR

Subsequent Event [Line Items]

Debt instrument, periodic payment, principal

$ 600,000

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Second Term Loan

Subsequent Event [Line Items]

Minimum cash balance required by the loan covenants

$ 1,500,000

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Second Term Loan | Repayment Occurs On or Before After April 15 2023

Subsequent Event [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.18%

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Second Term Loan | Repayment Occurs On Or After April 16, 2023 But Prior to May 16, 2023

Subsequent Event [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.28667%

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Second Term Loan | Repayment Occurs On Or After May 16, 2023 But Prior to June 16, 2023

Subsequent Event [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.39334%

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Second Term Loan | Repayment Occurs On Or After July 16 2023

Subsequent Event [Line Items]

Debt instrument repayment percentage on outstanding principal amount

1.50%

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Original Term Loan

Subsequent Event [Line Items]

Amortizing date of Principal payment

Apr. 15, 2023

Warrant issued to purchase common stock

250,000

Warrant, exercise price

$ 2.39

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Original Term Loan | If ACER-001 Approval does not Occur on or Before December 31, 2022

Subsequent Event [Line Items]

Debt instrument, maturity date

Mar. 04, 2024

Debt instrument repayment percentage on outstanding principal amount

150%

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Original Term Loan | SOFR

Subsequent Event [Line Items]

Debt instrument, basis spread on variable rate

11%

Amortizing date of Principal payment

May 15, 2023

Debt instrument, periodic payment, principal

$ 1,300,000

Debt instrument, interest rate

1%

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | March 2023 Offering | Original Term Loan

Subsequent Event [Line Items]

Proceeds from issuance of common stock, net of issuance costs

$ 10,000,000

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Minimum | Second Term Loan

Subsequent Event [Line Items]

Liquidity covenant, accounts payable number of days past due

90 days

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK Funding LLC | Minimum | Original Term Loan

Subsequent Event [Line Items]

Proceeds from issuance of debt

$ 7,700,000

Subsequent Event | SWK Credit Agreement | Lenders Party and SWK | Original Term Loan

Subsequent Event [Line Items]

Minimum cash balance required by the loan covenants

$ 1,500,000

Number of days required for cash balance

14 days

Subsequent Event | Marathon Convertible Note Purchase Agreement | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Marathon Convertible Notes

Subsequent Event [Line Items]

Number of business days for repurchase of convertible note

5 days

Buy-Out percentage

200%

Number of business days for payment in full of all senior indebtedness

5 days

Increase in Buy-Out percentage

0.2500

Subsequent Event | Marathon Convertible Note Purchase Agreement | MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. | Minimum | Marathon Convertible Notes

Subsequent Event [Line Items]

Gross proceeds from issuance or sale of equity, debt and/or hybrid securities, loans or other financing

$ 40,000,000

Subsequent Event | Marathon Credit Agreement | Marathon Convertible Notes

Subsequent Event [Line Items]

Termination agreement date

Jan. 30, 2023

Subsequent Event | Securities Purchase Agreement

Subsequent Event [Line Items]

Issuance of common stock, net of issuance costs, shares

2,335,000

Proceeds from issuance of common stock gross

$ 2,700,000

Proceeds from issuance of common stock, net of issuance costs

$ 2,300,000

Common stock, par value

$ 0.0001

Combined purchase price for one Share and one Common Warrant

0.916

Combined purchase price for one Pre-Funded Warrant and one Common Warrant

$ 0.915

Subsequent Event | Securities Purchase Agreement | Placement Agent

Subsequent Event [Line Items]

Percentage of aggregate gross proceeds of offering equal to cash fee

7.50%

Non-accountable expense allowance

$ 70,000

Clearing fees

$ 15,950

Period of right of first refusal

6 months

Subsequent Event | Securities Purchase Agreement | Pre-Funded Warrants

Subsequent Event [Line Items]

Warrant issued to purchase common stock

585,306

Warrant, exercise price

$ 0.001

Outstanding common stock beneficially owning percentage

9.99%

Subsequent Event | Securities Purchase Agreement | Common Warrants

Subsequent Event [Line Items]

Warrant issued to purchase common stock

2,920,306

Warrant, exercise price

$ 0.791

Warrants term

5 years 6 months

Subsequent Event | Securities Purchase Agreement | Maximum | Pre-Funded Warrants

Subsequent Event [Line Items]

Outstanding common stock beneficially owning percentage

4.99%