Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40023 | ||
Entity Registrant Name | GT BIOPHARMA, INC | ||
Entity Central Index Key | 0000109657 | ||
Entity Tax Identification Number | 94-1620407 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 8000 Marina Blvd | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Brisbane | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94005 | ||
City Area Code | (415) | ||
Local Phone Number | 919-4040 | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Trading Symbol | GTBP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 89.8 | ||
Entity Common Stock, Shares Outstanding | 36,809,271 | ||
Documents Incorporated by Reference | In Part III, portions of the registrant’s 2023 Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year end. | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 5,672,000 | $ 8,968,000 |
Short-term investments | 10,836,000 | 23,011,000 |
Prepaid expenses and other current assets | 54,000 | 190,000 |
Total Current Assets | 16,562,000 | 32,169,000 |
Operating lease right-of-use asset | 165,000 | |
Deposits | 9,000 | |
TOTAL ASSETS | 16,736,000 | 32,169,000 |
Current liabilities | ||
Accounts payable | 3,140,000 | 8,189,000 |
Accrued expenses | 1,669,000 | 1,901,000 |
Operating lease liability, current | 110,000 | |
Line of credit | 31,000 | |
Derivative liability | 18,700 | 138,000 |
Total Current Liabilities | 4,938,000 | 10,259,000 |
Non-current operating lease liability | 64,000 | |
Total Liabilities | 5,002,000 | 10,259,000 |
Stockholders’ Equity | ||
Convertible Preferred stock, par value $0.01, 15,000,000 shares authorized Series C - 96,230 shares issued and outstanding at December 31, 2022 and 2021, respectively | 1,000 | 1,000 |
Common stock, par value $0.001, 250,000,000 shares authorized, 32,722,452 shares and 32,061,989 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 33,000 | 32,000 |
Common stock issuable, 0 shares and 327,298 shares at December 31, 2022 and 2021, respectively | 1,113,000 | |
Additional paid in capital | 686,168,000 | 674,348,000 |
Accumulated deficit | (674,468,000) | (653,584,000) |
Total Stockholders’ Equity | 11,734,000 | 21,910,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 16,736,000 | $ 32,169,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 32,722,452 | 32,061,989 |
Common stock, shares outstanding | 32,722,452 | 32,061,989 |
Common stock issuable, shares | 0 | 327,298 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares issued | 96,230 | 96,230 |
Preferred stock, shares outstanding | 96,230 | 96,230 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses: | ||
Research and development (including $718 and $0 of stock compensation to officers, directors and employees during the years ended December 31, 2022 and 2021, respectively) | 8,811 | 9,591 |
Selling, general and administrative (including $3,903 and $17,234 of stock compensation to officers, directors and employees during the years ended December 31, 2022 and 2021, respectively) | 12,446 | 47,924 |
Total Operating Expenses | 21,257 | 57,515 |
Loss from Operations | (21,257) | (57,515) |
Other (Income) Expense | ||
Interest income | (292) | (38) |
Interest expense | 8 | 718 |
Change in fair value of derivative liability | (119) | (211) |
Unrealized loss on marketable securities | 30 | 29 |
Total Other (Income) Expense | (373) | 498 |
Net Loss | $ (20,884) | $ (58,013) |
Net Loss Per Share - Basic and Diluted | $ (0.66) | $ (2.06) |
Weighted average common shares outstanding - basic and diluted | 31,868,024 | 28,155,624 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - Officers Employees and Directors [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Expense [Member] | ||
Share-based payment arrangement, expense | $ 718 | $ 0 |
Selling, General and Administrative Expenses [Member] | ||
Share-based payment arrangement, expense | $ 3,903 | $ 17,234 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Common Shares Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 3 | $ 5 | $ 566,356 | $ (595,797) | $ (29,433) | |
Balance, shares at Dec. 31, 2020 | 2,450 | 5,218 | ||||
Extinguishment of debt discount upon adoption of ASU 2020-06 | (4,745) | 226 | (4,519) | |||
Conversion of Preferred Series J-1 to common stock | $ (2) | $ 1 | 1 | |||
Conversion of Preferred Series J-1 to common stock, shares | (2,354) | 692 | ||||
Common shares issued upon mandatory conversion of notes payable and accrued interest | $ 11 | $ 1,113 | 37,675 | 38,799 | ||
Common shares issued upon mandatory conversion of notes payable and accrued interest, shares | 11,086 | 327 | ||||
Common shares issued upon exercise of warrants | $ 3 | 16,430 | 16,433 | |||
Common shares issued upon exercise of warrants, shares | 3,074 | |||||
Issuance of common stock in public offering, net of cost | $ 5 | 24,674 | 24,679 | |||
Issuance of common stock in public offering, net of cost, shares | 4,945 | |||||
Issuance of common stock for research and development agreement | 1,355 | 1,355 | ||||
Issuance of common stock for research and development agreement, shares | 190 | |||||
Issuance of common stock as equity compensation to consultants | $ 3 | 15,337 | 15,340 | |||
Equity compensation to consultants, shares | 3,082 | |||||
Issuance of common stock as equity compensation to officers, employees, and board of directors | $ 4 | 16,979 | 16,983 | |||
Equity compensation to officers, employees, and board of directors, shares | 3,775 | |||||
Fair value of vested stock options | 251 | 251 | ||||
Extinguishment of derivative liability | 35 | 35 | ||||
Net loss | (58,013) | (58,013) | ||||
Balance at Dec. 31, 2021 | $ 1 | $ 32 | $ 1,113 | 674,348 | (653,584) | 21,910 |
Balance, shares at Dec. 31, 2021 | 96 | 32,062 | 327 | |||
Equity compensation to consultants, shares | 527 | |||||
Issuance of common stock as equity compensation to officers, employees, and board of directors | $ 1 | 2,521 | 2,522 | |||
Equity compensation to officers, employees, and board of directors, shares | 710 | |||||
Fair value of vested stock options | 3,032 | 3,032 | ||||
Net loss | (20,884) | (20,884) | ||||
Cancellation of common stock previously issued for services | ||||||
Cancellation of common stock previously issued for services, shares | (291) | |||||
Cancellation of common stock previously issued to prior CEO | $ (2) | (222) | (224) | |||
Cancellation of common stock previously issued to prior CEO, shares | (1,845) | |||||
Common stock issued upon conversion of notes payable | $ (1,113) | 1,148 | 35 | |||
Common stock issued upon conversion of notes payable, shares | 338 | (327) | ||||
Issuance of common stock as equity compensation to consultants | $ 1 | 2,091 | 2,092 | |||
Issuance of common stock in settlement of vendor payable | $ 1 | 3,250 | 3,251 | |||
Issuance of common shares in settlement of vendors payable, shares | 1,222 | |||||
Balance at Dec. 31, 2022 | $ 1 | $ 33 | $ 686,168 | $ (674,468) | $ 11,734 | |
Balance, shares at Dec. 31, 2022 | 96 | 32,723 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (20,884) | $ (58,013) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation – consultants and research and development | 2,522 | 16,695 |
Stock based compensation - officers, employees and board of directors | 2,092 | 16,983 |
Stock based compensation - vested stock options | 3,032 | 251 |
Fair value of common stock issued to a noteholder as settlement | 35 | |
Convertible notes payable issued for consulting services | 720 | |
Change in fair value of derivative liability | (119) | (211) |
Change in operating lease right-of-use assets | 95 | |
Gain from extinguishment of line of credit | (31) | |
Unrealized loss on marketable securities | 30 | 29 |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses and other current assets | 136 | 174 |
(Increase) in deposits | (9) | |
(Decrease) increase in accounts payable and accrued expenses | (2,030) | 7,077 |
Decrease in operating lease liability | (86) | |
Increase in accrued interest | 689 | |
Net Cash Used in Operating Activities | (15,217) | (15,606) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Sales (purchases) of investments | 12,145 | (23,040) |
Net Cash Provided by (Used in) Investing Activities | 12,145 | (23,040) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 24,679 | |
Cancellation of common stock upon settlement with former officer | (224) | |
Proceeds from exercise of warrants | 16,433 | |
Proceeds from issuance of notes payable | 1,205 | |
Net Cash (Used in) Provided by Financing Activities | (224) | 42,317 |
Net (Decrease) Increase in Cash | (3,296) | 3,671 |
Cash at Beginning of Period | 8,968 | 5,297 |
Cash at End of Period | 5,672 | 8,968 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Right-of-use assets exchanged for lease liabilities | 260 | |
Extinguishment of unamortized debt discount and adjustment to accumulated deficit upon adoption of ASU 2020-06 | 4,745 | |
Common stock issued upon conversion of notes payable and accrued interest | 38,799 | |
Common stock issued upon settlement of vendor payable | 3,251 | |
Accounts payable reclassified to convertible notes | 525 | |
Extinguishment of derivative liabilities | 35 | |
Conversion of Series J Preferred Stock to Common Stock | $ 2 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations In 1965, the corporate predecessor of GT Biopharma Inc. (the “Company”), Diagnostic Data, Inc., was incorporated in the State of California. Diagnostic Data changed its incorporation to the State of Delaware in 1972, and changed its name to DDI Pharmaceuticals, Inc. in 1985. In 1994, DDI Pharmaceuticals merged with International BioClinical, Inc. and Bioxytech S.A. and changed its name to OXIS International, Inc. In July 2017, the Company changed its name to GT Biopharma, Inc. The Company is a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology products based off our proprietary Tri-specific Killer Engager (TriKE ® ® ® ® ® |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Oxis Biotech, Inc. and Georgetown Translational Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated in consolidation. Liquidity The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company recorded a net loss of $ 20.9 7.7 15.2 16.5 6.5 23.0 Historically, the Company has financed its operations through public and private sales of common stock, issuance of preferred stock, issuance of convertible debt instruments, and strategic collaborations. There can be no assurances that the Company will be able to secure additional financing on acceptable terms. In the event that the Company does not generate sufficient cash flows from investing and financing activities, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. COVID-19 The global COVID-19 pandemic continues to present uncertainty and unforeseeable risks to GT Biopharma’s operations and business plan. The Company has closely monitored recent developments, including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. Thus, the full impact of the COVID-19 pandemic on the business and operations remains uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well as any legal or regulatory consequences resulting therefrom. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal, state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom GT Biopharma does business. Accounting Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accruals for potential liabilities, assumptions used in deriving the fair value of derivative liabilities, share-based compensation and valuation of deferred tax assets. Actual results could differ from those estimates. Cash Equivalents and Short-Term Investments The Company considers highly liquid investments with maturities of three months or less at the date of acquisition as cash equivalents in the accompanying consolidated financial statements. As of December 31, 2022, total cash and cash equivalents which consist of cash and money market funds, amounted to approximately $ 5.7 The Company also invested its excess cash in commercial paper and corporate notes and bonds. Management generally determines the appropriate classification of its investments at the time of purchase. We classify these investments as short-term investments as part of current assets, based upon our ability and intent to use any and all of these investments as necessary to satisfy liquidity requirements that may arise from our businesses. Investments are carried at fair value with the unrealized holding gains and losses reported in the accompanying consolidated statements of operations. As of December 31, 2022, total short-term investments amounted to approximately $ 10.8 Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s derivative liability of $ 18,700 138,000 The carrying amounts of the Company’s other financial assets and liabilities, such as cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and notes payable, approximate their fair values because of the short maturity of these instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The fair value of the embedded derivatives is determined using a Binomial valuation method at inception and on subsequent valuation dates. Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, employees and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees and consultants for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation Research and Development Costs Costs incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting research and development of the Company’s products comprise research and development expenses. Purchased materials that do not have an alternative future use are also expensed. Leases The Company accounts for its lease s Leases Net Loss Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock issuable upon exercise of stock options and warrants have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. The following shares were excluded in the computation of the diluted net loss per share because their effect is anti-dilutive: Schedule of Anti-dilutive Securities 2022 2021 December 31, 2022 2021 Warrants to purchase common stock 2,337,274 2,337,274 Options to purchase common stock 1,630,452 302,500 Total anti-dilutive securities 3,967,726 2,639,774 Concentration Cash is deposited in one financial institution. The balances held at this financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $ 250,000 Management believes that the financial institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists. The Company has a significant concentration of expenses incurred and accounts payable from a single vendor. Please see Note 4 for further information. Segments The Company determined its reporting units in accordance with “ Segment Reporting Management has determined that the Company has one consolidated operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 4.5 In May 2021, the FASB issued ASU 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 Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): Schedule of Estimated Fair Value of Financial Instrument December 31, 2022 Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 10,866 $ — $ (30 ) $ 10,836 Total $ 10,866 $ — $ (30 ) $ 10,836 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 23,040 $ — $ (29 ) $ 23,011 Total $ 23,040 $ — $ (29 ) $ 23,011 The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments, in thousands): Schedule of Fair Value Hierarchy Financial Assets Fair Value Level 1 Level 2 Level 3 December 31, 2022 Fair Value Level 1 Level 2 Level 3 Money market funds $ 5,505 $ 5,505 $ — $ — Corporate notes and commercial paper 10,836 10,836 — — Total financial assets $ 16,341 $ 16,341 $ — $ — 1 2 3 4 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 5,484 $ 5,484 $ — $ — Corporate notes and commercial paper 23,011 23,011 — — Total financial assets $ 28,495 $ 28,495 $ — $ — |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable | Note 4 – Accounts Payable Accounts payable consisted of the following (in thousands): Schedule of Accounts Payable December 31, 2022 December 31, 2021 Accounts payable to a third-party manufacturer $ 2,283 $ 6,335 Other accounts payable 857 1,854 Total accounts payable $ 3,140 $ 8,189 The Company relies on a third-party contract manufacturing operation to produce and/or test our compounds used in our potential product candidates. On October 5, 2020, the Company entered into a Master Services Agreement with a third-party product manufacturer to perform biologic development and manufacturing services on behalf of the Company. Associated with this, the Company has subsequently signed five Statements of Work for the research and development of products for use in clinical trials. The Company’s commitments in relation to these Statements of Work and any related Change Orders totaled approximately $ 13.0 During the year ended December 31, 2021, the Company recorded research and development expenses of $ 6.5 142,500 189,753 1.4 6.3 On August 24, 2022, the Company entered into an agreement with this third-party manufacturer and issued 1,222,281 3.2 2.66 1.3 1.0 1.0 During the year ended December 31, 2022, the Company recorded research and development expenses in the aggregate of $ 3.6 900,000 As of December 31, 2022, the Company was indebted $ 2.3 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5 – Convertible Notes Payable The following activity occurred during the year ended December 31, 2021: A. Notes Payable Issued for Cash As part of the Company’s financing activities, the Company issued convertible notes payable in exchange for cash. As of December 31, 2020, the outstanding balance of these notes amounted to $ 24.1 In January 2021, the Company issued similar notes payable in exchange for cash of $ 1.2 3.40 7,438,235 B. Notes Payable Issued for Settlement Agreements In fiscal 2019 and 2020, the Company issued its convertible notes payable to resolve claims and disputes pertaining to certain debt and equity instruments issued by the Company in prior years. As of December 31, 2020, the outstanding balance of these notes payable for settlement agreements amounted to $ 2.5 On February 16, 2021 in accordance with the note agreements upon completion of an equity offering, these notes were mandatorily converted at a conversion rate of $ 3.40 743,529 C. Notes Payable Issued for Forbearance Agreements On June 23, 2020, the Company entered into Standstill and Forbearance Agreements (collectively, the “Forbearance Agreements”) with the holders of $ 13.2 3.8 On February 16, 2021 in accordance with the note agreements upon completion of an equity offering, these notes were mandatorily converted at a conversion rate of $ 3.40 1,132,059 D. Notes Payable issued for Consulting Agreements As of December 31, 2020, the outstanding balance of convertible notes payable issued in exchange for consulting services amounted to $ 0.4 In January 2021, the Company issued additional notes payable of $ 0.7 0.5 On February 16, 2021 in accordance with the note agreements upon completion of an equity offering, these notes were mandatorily converted at a conversion rate of $ 3.40 472,059 As of December 31, 2020, the Company accrued interest of $ 4.8 0.7 5.5 1,627,440 In total, notes payable of $ 38.8 33.3 5.5 11,413,322 11,086,024 327,298 Adoption of ASU 2020-06 In fiscal 2020, the Company recorded a note/debt discount of $ 4.7 being amortized to interest expense over the term of the corresponding convertible notes payable. On January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 4.7 0.2 4.5 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liability | |
Derivative Liability | Note 6 – Derivative Liability During the year ended December 31, 2020, the Company issued certain warrants that contained a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder upon occurrence of certain change in control type events. In accordance with ASC 480, the fair value of these warrants is classified as a liability in the Consolidated Balance Sheets and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using a Binomial pricing model with the following average assumptions: Schedule of Derivative Liabilities Assumptions December 31, 2022 December 31, 2021 Risk-free interest rate 4.22 % 1.26 % Expected volatility 109 % 129 % Expected life (in years) 2.6 3.6 Expected dividend yield - - Fair value of warrants (in thousands) $ 19 $ 138 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the derivative securities was determined by the remaining contractual life of the derivative instrument. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. During 2021, 2,826 0.03 0.12 0.21 change in fair value of the derivative liability Schedule of Derivative Liability Transactions December 31, 2022 December 31, 2021 Beginning Balance $ 138 $ 384 Addition - - Extinguishment - (35 ) Change in fair value (119 ) (211 ) Ending Balance $ 19 $ 138 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity The Company is authorized to issue 250,000,000 0.001 On February 10, 2021, the Company effectuated a 1:17 reverse stock split On October 10, 2022, at a special meeting of the stockholders of the Company, the stockholders ratified and approved the inclusion of discretionary votes by brokers and other nominees holding shares for beneficial owners in the tabulation of votes on the proposal presented at the Company’s annual meeting of stockholders to reduce the authorized number of shares of the Company’s common stock from 750,000,000 250,000,000 Common Stock Issuance of common stock in public offering On February 16, 2021, the Company completed a public offering of 4,945,000 24.7 5,192,250 5.50 five years As a result of the completion of the public offering and the successful listing of its shares of common stock on the Nasdaq Capital Market, convertible notes with an aggregate principal amount of $ 33.3 5.5 38.8 3.40 11,413,322 11,086,024 327,298 1.1 1.1 During the year ended December 31, 2022, the Company issued the remaining 327,298 1.1 10,404 35,000 Cancellation of common stock previously issued for services The Company cancelled 290,999 Issuance of common stock as equity compensation to officers, employees and board of directors On February 16, 2021, the Company completed its equity offering and listed its shares of common stock on the Nasdaq Capital Market. As such, 4,379,407 18.6 During the year ended December 31, 2021, the Company issued 4,040,524 16.9 278,058 12,500 38,000 During the year ended December 31, 2022, the Company issued 312,815 1.5 396,708 994,000 As of December 31, 2022, there were 44,818 206,035 Equity compensation to consultants On February 16, 2021, the Company completed its equity offering and listed its shares of common stock on the Nasdaq Capital Market. As such, 2,850,090 10.7 During the year ended December 31, 2021, the Company issued 2,432,895 9.2 649,511 6.1 During the year ended December 31, 2022, the Company issued 370,744 1.3 156,113 791,000 As of December 31, 2022, there were 46,343 162,664 Cancellation of common stock upon settlement with a former Officer On April 29, 2022, the Company entered into a settlement agreement with its former Chief Executive Officer (“Officer”) and received 1,845,000 224,243 Preferred Stock A. Series C Preferred Stock At December 31, 2022 and 2021, there were 96,230 0.01 As a result of stock splits in previous years, the 96,230 B. Series J-1 Preferred Stock The Company is authorized to issue its Series J-1 Preferred Stock with a par value of $ 0.01 3.40 9.99 As a result of the completion of the public offering and the successful listing of the Company’s shares of common stock on the Nasdaq Capital Market, in February 2021, all outstanding Series J Preferred Stock totaling 2,353,548 692,220 As of December 31, 2022 and 2021, there were no C. Series K Preferred Stock On February 16, 2021, the Board designated 115,000 .01 Shares of the Series K Preferred Stock are convertible at any time, at the option of the holders, into shares of the Company’s common stock at an effective conversion rate of 100 As of December 31, 2022 and 2021, there were no Warrants and Options Common Stock Warrants Stock warrant transactions for the years ended December 31, 2022 and 2021, were as follows: Schedule of Warrant Activity Number of Warrants Weighted-Average Exercise Price Warrants outstanding at December 31, 2020 221,041 $ 3.40 Granted 5,192,250 5.50 Forfeited/canceled (2,000 ) - Exercised (3,074,017 ) 5.50 Warrants outstanding at December 31, 2021 2,337,274 5.30 Granted - - Forfeited/canceled - - Exercised - - Warrants outstanding at December 31, 2022 2,337,274 $ 5.30 Warrants exercisable at December 31, 2022 2,337,274 $ 5.30 On February 16, 2021, as part of the Company’s public offering, the Company issued warrants to investors to purchase up to an aggregate of 5,192,250 5.50 five years During the year ended December 31, 2021, the Company issued 3,074,017 3,074,017 16.4 As of December 31, 2022, all issued and outstanding warrants are fully vested. There was no Common Stock Options Stock option transactions for the years ended December 31, 2022 and 2021 were as follows: Schedule of Options Activity Number of Options Weighted-Average Exercise Price Options outstanding at December 31, 2020 - $ - Granted 302,500 3.05 Forfeited/canceled - - Exercised - - Options outstanding at December 31, 2021 302,500 3.05 Granted 1,532,952 2.48 Forfeited/canceled (205,000 ) 2.48 Exercised - - Options outstanding at December 31, 2022 1,630,452 $ 2.57 Options exercisable at December 31, 2022 1,440,404 $ 2.55 Year Ended December 31, 2022 On July 15, 2022, the Company granted certain consultants, employees, officers and directors stock options to purchase an aggregate of 1,532,952 2.48 5 months 36 months 3.4 6.27 125.53 3.03 0 The Company recorded forfeitures of 205,000 During the year ended December 31, 2022, the Company recorded total stock compensation of $ 3,032,000 At December 31, 2022, there were 275,101 645,172 Year Ended December 31, 2021 On December 31, 2021, the Company granted two employees a total of 302,500 3.05 10 years 808,280 2.67 5.5 129.0 1.26 0 During the year ended December 31, 2021, the Company recorded stock compensation of $ 251,000 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Operating Leases | Note 8 – Operating Leases On November 19, 2021, the Company entered into a sublease with a third party for 4,500 commencement date of January 1, 2022 and maturing on June 30, 2024. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Rent expense is recognized on a straight-line basis over the lease term. As a result of this agreement, the Company recognized 247,294 pursuant to ASC 842 , Lease. On February 8, 2022, the Company entered another lease which will end on February 7, 2025. As a result, the Company recognized 12,861 As a result of these lease agreements, the Company recognized ROU asset and liability in the aggregate of $ 260,155 The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Components Leases Rent Expenses December 31, 2022 Lease Costs (in thousands): Operating cash flows from operating leases $ 109 Other Information Weighted-average remaining lease term (in years): 1.75 Weighted-average discount rate: 10 % The supplemental balance sheet information related to leases for the period is as follows: Schedule of Supplemental Leases December 31, 2022 Operating leases (in thousands) Long-term right-of-use assets, net $ 165 Current portion of operating lease liabilities $ 110 Non-current portion of operating lease liabilities 64 Total operating lease liabilities $ 174 Maturities of the Company’s lease liabilities are as follows (in thousands): Schedule of Maturity Lease Liabilities Year ending Amount 2023 $ 122 2024 91 2025 1 Total lease payments 214 Less: Imputed interest/present value discount (40 ) Present value of lease liabilities $ 174 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Litigation The Company is involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Except for income tax contingencies, the Company records accruals for contingencies to the extent that our management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. There is no current or pending litigation of any significance with the exception of the matters that have arisen under, and are being handled in, the normal course of business. On May 13, 2022, the Company filed a demand for arbitration with the American Arbitration Association (AAA) against Michael Handelman, its former Chief Financial Officer, on claims of breach of fiduciary duty and failure to comply with federal securities reporting law. The claims are pending before an arbitrator in Los Angeles and the hearing is scheduled to begin on May 15, 2023. Mr. Handelman has not asserted counterclaims against the Company. On August 28, 2019, a complaint was filed in the Superior Court of California, County of Los Angeles, West Judicial District, Santa Monica Courthouse, Unlimited Civil Division by Jeffrey Lion and by Daniel Vallera, as individuals. The complaint was filed against GT Biopharma, Inc. and its subsidiary Oxis Biotech, Inc. The Plaintiffs allege breach of a license agreement between the Plaintiffs and the Company entered into on or about September 3, 2015. The Company filed an answer to the complaint denying many allegations and asserting affirmative defenses. The Company reached a settlement of the case and paid on March 4, 2022, $ 425,000 On March 3, 2021, a complaint was filed by Sheffield Properties in the superior Court of California, County of Ventura. The litigation arose from a commercial lease entered into by GT Biopharma, Inc. for office space in Westlake Village in California. In July, 2021 the Company entered into settlement agreement with Sheffield Properties and the payment in the settlement amount of $ 0.1 Significant Agreements Research and Development Agreements The Company is a party to a Scientific Research Agreement (“SRA”) with the Regents of the University of Minnesota, effective June 16, 2021. This SRA has three major goals: (1) support the Company’s TriKE ® ® ® ® ® ® 2.1 1.7 The Company has recorded an expense of $ 766,000 964,000 Patent and License Agreements 2016 Exclusive Patent License Agreement The Company is party to an exclusive worldwide license agreement with the Regents of the University of Minnesota, (“UofMN”), to further develop and commercialize cancer therapies using TriKE ® ® ® 0.2 0.1 4% 6 0.25 5.0 3.1 1.0 250 5.0 500 The Company did no 2021 Patent License Agreement On March 26, 2021, the Company signed an agreement specific to the B7H3 targeted TriKE ® 20,000 5,000 2.5% 5% 0.25 2.0 3.1 1.0 250 5.0 500 The Company did no Employee Compensation The following table summarizes the Company’s future financial commitment to certain employees pursuant to their respective employment agreements (in thousands): Schedule of Company’s Future Financial Commitment Year ending Amount 2023 $ 432 2024 54 Total $ 486 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 10 – Income Tax The Company did not record any income tax provision for the years ended December 31, 2022 and 2021, respectively, due to the Company’s net losses. The Company files income tax returns in the United States (“Federal”) and California, Minnesota and Massachusetts (“State”) jurisdictions. The Company is subject to Federal and State income tax examinations by tax authorities for all years since its inception. At December 31, 2022, the Company had Federal and State net operating loss carry forwards available to offset future taxable income of approximately $ 238 December 31, 2030 Based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company has determined that it was more likely than not that its deferred tax assets would not be realized at December 31, 2022 and 2021, respectively. Accordingly, the Company has recorded a valuation allowance for 100 Deferred 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, and operating losses and tax credit carryforwards. The significant components of net deferred income tax assets are (in thousands): Schedule of Net Deferred Income Tax Assets December 31, 2022 2021 Deferred tax assets: Federal net operating loss carryforward $ 66,741 $ 58,171 Stock based compensation and other items 4,674 7,622 Intellectual property 41,572 62,055 Deferred tax assets before valuation 112,987 127,848 Valuation allowance (112,987 ) (127,848 ) Net deferred income tax assets $ - $ - A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows for the year ended: Schedule of Income Tax Provision December 31, 2022 2021 Federal statutory income tax rate 21 % 21 % State tax, net of federal benefit 8 % 9 % Change in valuation allowance on net operating loss carryforwards (29 )% (30 )% Effective income tax rate 0 % 0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events Stock Offering On January 4, 2023, GT Biopharma received gross proceeds of $ 6.5 450,000 between the Company 3,600,000 0.001 2,900,000 6,500,000 1.00 0.0001 1.00 0.9999 Issuance of Common Stock for research and development agreement On March 14, 2023, the Company issued 486,819 820,341 Demand Letter In March 2023, the Company received a demand letter from an attorney representing an alleged holder of a convertible note which alleges that the Company did not deliver shares of common stock that were due on conversion in 2022. The demand letter contends that the Company is liable for per diem liquidated damages. The Company has denied liability and will defend any such claim vigorously if asserted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Oxis Biotech, Inc. and Georgetown Translational Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company recorded a net loss of $ 20.9 7.7 15.2 16.5 6.5 23.0 Historically, the Company has financed its operations through public and private sales of common stock, issuance of preferred stock, issuance of convertible debt instruments, and strategic collaborations. There can be no assurances that the Company will be able to secure additional financing on acceptable terms. In the event that the Company does not generate sufficient cash flows from investing and financing activities, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. |
COVID-19 | COVID-19 The global COVID-19 pandemic continues to present uncertainty and unforeseeable risks to GT Biopharma’s operations and business plan. The Company has closely monitored recent developments, including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. Thus, the full impact of the COVID-19 pandemic on the business and operations remains uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well as any legal or regulatory consequences resulting therefrom. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal, state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom GT Biopharma does business. |
Accounting Estimates | Accounting Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accruals for potential liabilities, assumptions used in deriving the fair value of derivative liabilities, share-based compensation and valuation of deferred tax assets. Actual results could differ from those estimates. |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The Company considers highly liquid investments with maturities of three months or less at the date of acquisition as cash equivalents in the accompanying consolidated financial statements. As of December 31, 2022, total cash and cash equivalents which consist of cash and money market funds, amounted to approximately $ 5.7 The Company also invested its excess cash in commercial paper and corporate notes and bonds. Management generally determines the appropriate classification of its investments at the time of purchase. We classify these investments as short-term investments as part of current assets, based upon our ability and intent to use any and all of these investments as necessary to satisfy liquidity requirements that may arise from our businesses. Investments are carried at fair value with the unrealized holding gains and losses reported in the accompanying consolidated statements of operations. As of December 31, 2022, total short-term investments amounted to approximately $ 10.8 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) ASC 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s derivative liability of $ 18,700 138,000 The carrying amounts of the Company’s other financial assets and liabilities, such as cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and notes payable, approximate their fair values because of the short maturity of these instruments. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The fair value of the embedded derivatives is determined using a Binomial valuation method at inception and on subsequent valuation dates. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, employees and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, employees and consultants for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation |
Research and Development Costs | Research and Development Costs Costs incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting research and development of the Company’s products comprise research and development expenses. Purchased materials that do not have an alternative future use are also expensed. |
Leases | Leases The Company accounts for its lease s Leases |
Net Loss Per Share | Net Loss Per Share Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock issuable upon exercise of stock options and warrants have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. The following shares were excluded in the computation of the diluted net loss per share because their effect is anti-dilutive: Schedule of Anti-dilutive Securities 2022 2021 December 31, 2022 2021 Warrants to purchase common stock 2,337,274 2,337,274 Options to purchase common stock 1,630,452 302,500 Total anti-dilutive securities 3,967,726 2,639,774 |
Concentration | Concentration Cash is deposited in one financial institution. The balances held at this financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $ 250,000 Management believes that the financial institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists. The Company has a significant concentration of expenses incurred and accounts payable from a single vendor. Please see Note 4 for further information. |
Segments | Segments The Company determined its reporting units in accordance with “ Segment Reporting Management has determined that the Company has one consolidated operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 4.5 In May 2021, the FASB issued ASU 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 Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities | The following shares were excluded in the computation of the diluted net loss per share because their effect is anti-dilutive: Schedule of Anti-dilutive Securities 2022 2021 December 31, 2022 2021 Warrants to purchase common stock 2,337,274 2,337,274 Options to purchase common stock 1,630,452 302,500 Total anti-dilutive securities 3,967,726 2,639,774 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Value of Financial Instrument | The estimated fair values of financial instruments outstanding were (in thousands): Schedule of Estimated Fair Value of Financial Instrument December 31, 2022 Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 10,866 $ — $ (30 ) $ 10,836 Total $ 10,866 $ — $ (30 ) $ 10,836 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 23,040 $ — $ (29 ) $ 23,011 Total $ 23,040 $ — $ (29 ) $ 23,011 |
Schedule of Fair Value Hierarchy Financial Assets | The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments, in thousands): Schedule of Fair Value Hierarchy Financial Assets Fair Value Level 1 Level 2 Level 3 December 31, 2022 Fair Value Level 1 Level 2 Level 3 Money market funds $ 5,505 $ 5,505 $ — $ — Corporate notes and commercial paper 10,836 10,836 — — Total financial assets $ 16,341 $ 16,341 $ — $ — 1 2 3 4 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 5,484 $ 5,484 $ — $ — Corporate notes and commercial paper 23,011 23,011 — — Total financial assets $ 28,495 $ 28,495 $ — $ — |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable | Accounts payable consisted of the following (in thousands): Schedule of Accounts Payable December 31, 2022 December 31, 2021 Accounts payable to a third-party manufacturer $ 2,283 $ 6,335 Other accounts payable 857 1,854 Total accounts payable $ 3,140 $ 8,189 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liability | |
Schedule of Derivative Liabilities Assumptions | The derivative liabilities were valued using a Binomial pricing model with the following average assumptions: Schedule of Derivative Liabilities Assumptions December 31, 2022 December 31, 2021 Risk-free interest rate 4.22 % 1.26 % Expected volatility 109 % 129 % Expected life (in years) 2.6 3.6 Expected dividend yield - - Fair value of warrants (in thousands) $ 19 $ 138 |
Schedule of Derivative Liability Transactions | Schedule of Derivative Liability Transactions December 31, 2022 December 31, 2021 Beginning Balance $ 138 $ 384 Addition - - Extinguishment - (35 ) Change in fair value (119 ) (211 ) Ending Balance $ 19 $ 138 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Stock warrant transactions for the years ended December 31, 2022 and 2021, were as follows: Schedule of Warrant Activity Number of Warrants Weighted-Average Exercise Price Warrants outstanding at December 31, 2020 221,041 $ 3.40 Granted 5,192,250 5.50 Forfeited/canceled (2,000 ) - Exercised (3,074,017 ) 5.50 Warrants outstanding at December 31, 2021 2,337,274 5.30 Granted - - Forfeited/canceled - - Exercised - - Warrants outstanding at December 31, 2022 2,337,274 $ 5.30 Warrants exercisable at December 31, 2022 2,337,274 $ 5.30 |
Schedule of Options Activity | Stock option transactions for the years ended December 31, 2022 and 2021 were as follows: Schedule of Options Activity Number of Options Weighted-Average Exercise Price Options outstanding at December 31, 2020 - $ - Granted 302,500 3.05 Forfeited/canceled - - Exercised - - Options outstanding at December 31, 2021 302,500 3.05 Granted 1,532,952 2.48 Forfeited/canceled (205,000 ) 2.48 Exercised - - Options outstanding at December 31, 2022 1,630,452 $ 2.57 Options exercisable at December 31, 2022 1,440,404 $ 2.55 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Schedule of Components Leases Rent Expenses | The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Components Leases Rent Expenses December 31, 2022 Lease Costs (in thousands): Operating cash flows from operating leases $ 109 Other Information Weighted-average remaining lease term (in years): 1.75 Weighted-average discount rate: 10 % |
Schedule of Supplemental Leases | The supplemental balance sheet information related to leases for the period is as follows: Schedule of Supplemental Leases December 31, 2022 Operating leases (in thousands) Long-term right-of-use assets, net $ 165 Current portion of operating lease liabilities $ 110 Non-current portion of operating lease liabilities 64 Total operating lease liabilities $ 174 |
Schedule of Maturity Lease Liabilities | Maturities of the Company’s lease liabilities are as follows (in thousands): Schedule of Maturity Lease Liabilities Year ending Amount 2023 $ 122 2024 91 2025 1 Total lease payments 214 Less: Imputed interest/present value discount (40 ) Present value of lease liabilities $ 174 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Company’s Future Financial Commitment | The following table summarizes the Company’s future financial commitment to certain employees pursuant to their respective employment agreements (in thousands): Schedule of Company’s Future Financial Commitment Year ending Amount 2023 $ 432 2024 54 Total $ 486 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Income Tax Assets | Schedule of Net Deferred Income Tax Assets December 31, 2022 2021 Deferred tax assets: Federal net operating loss carryforward $ 66,741 $ 58,171 Stock based compensation and other items 4,674 7,622 Intellectual property 41,572 62,055 Deferred tax assets before valuation 112,987 127,848 Valuation allowance (112,987 ) (127,848 ) Net deferred income tax assets $ - $ - |
Schedule of Income Tax Provision | A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows for the year ended: Schedule of Income Tax Provision December 31, 2022 2021 Federal statutory income tax rate 21 % 21 % State tax, net of federal benefit 8 % 9 % Change in valuation allowance on net operating loss carryforwards (29 )% (30 )% Effective income tax rate 0 % 0 % |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 3,967,726 | 2,639,774 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 2,337,274 | 2,337,274 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 1,630,452 | 302,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 04, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Net loss | $ 20,884,000 | $ 58,013,000 | ||
Non-cash stock compensation | 7,700,000 | |||
Cash in Operating activities | 15,217,000 | 15,606,000 | ||
Cash and short term investments | 16,500,000 | |||
Investments and cash | 23,000,000 | |||
Cash and cash equivalents | 5,672,000 | 8,968,000 | ||
Short-term investments | 10,836,000 | 23,011,000 | ||
Derivative liability | 18,700 | $ 138,000 | $ 384,000 | |
FDIC amount | 250,000 | |||
Decrease to additional paid-in capital | $ 4,500,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash on equity issuance | $ 6,500,000 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Value of Financial Instrument (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Cost | $ 10,866 | $ 23,040 |
Unrealized gains | ||
Unrealized losses | (30) | (29) |
Fair value | 10,836 | 23,011 |
Short-Term Investments [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Cost | 10,866 | 23,040 |
Unrealized gains | ||
Unrealized losses | (30) | (29) |
Fair value | $ 10,836 | $ 23,011 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | $ 16,341 | $ 28,495 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 16,341 | 28,495 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Money Market Funds [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 5,505 | 5,484 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 5,505 | 5,484 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Corporate Notes and Commercial Paper [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 10,836 | 23,011 |
Corporate Notes and Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 10,836 | 23,011 |
Corporate Notes and Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Corporate Notes and Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets |
Schedule of Accounts Payable (D
Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable to a third-party manufacturer | $ 2,283 | $ 6,335 |
Other accounts payable | 857 | 1,854 |
Total accounts payable | $ 3,140 | $ 8,189 |
Accounts Payable (Details Narra
Accounts Payable (Details Narrative) - USD ($) | 12 Months Ended | |||||
Aug. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 03, 2022 | Sep. 01, 2022 | Oct. 05, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Reserach and development expenses | $ 8,811,000 | $ 9,591,000 | ||||
Adjustment to additional paid in capital, stock issued, issuance cost | 4,500,000 | |||||
Stock issued during period, value, new issues | ||||||
Common Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued | 692,000 | |||||
Stock issued during period, value, new issues | $ 1,000 | |||||
Service Agreement [Member] | Third Party Manufacturer [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Accounts Payable | 900,000 | |||||
Service Agreement [Member] | Third Party Manufacturer [Member] | Common Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Accounts Payable | 2,300,000 | 6,300,000 | $ 13,000,000 | |||
Reserach and development expenses | $ 3,600,000 | 6,500,000 | ||||
Adjustment to additional paid in capital, stock issued, issuance cost | $ 142,500 | |||||
Number of shares issued | 189,753 | |||||
Stock issued during period, value, new issues | $ 1,400,000 | |||||
Payment Agreement [Member] | Third Party Manufacturer [Member] | Common Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued | 1,222,281 | |||||
Stock issued during period, value, new issues | $ 3,200,000 | |||||
Share issued price per share | $ 2.66 | |||||
Notes payable, related parties | $ 1,300,000 | $ 1,000,000 | $ 1,000,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Feb. 16, 2021 | Jan. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Jun. 23, 2020 | |
Short-Term Debt [Line Items] | |||||||
Accrued interest | $ 1,669 | $ 1,901 | |||||
Accounting Standards Update 2020-06 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, unamortized discount | $ 4,700 | 4,500 | |||||
Interest expense due to amortization of debt discount | $ 200 | ||||||
Common Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Common stock shares, unissued | 327,298 | ||||||
Notes Payables Issued For Cash [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Outstanding balance | 24,100 | ||||||
Proceeds from notes payable in cash | $ 1,200 | ||||||
Conversion rate | $ 3.40 | ||||||
Converted shares | 7,438,235 | ||||||
Notes Payable Issued For Settlement Agreements [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Conversion rate | $ 3.40 | ||||||
Converted shares | 743,529 | ||||||
Notes Payable Issued For Settlement Agreements [Member] | Fiscal 2019 and 2020 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Outstanding balance | 2,500 | ||||||
Notes Payable Issued For Forbearance Agreements [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Conversion rate | $ 3.40 | ||||||
Converted shares | 1,132,059 | ||||||
Outstanding balance | 3,800 | ||||||
Principal amount | $ 13,200 | ||||||
Notes Payable Issued For Consulting Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Conversion rate | $ 3.40 | ||||||
Converted shares | 472,059 | ||||||
Principal amount | $ 33,300 | ||||||
Total, notes payable | $ 38,800 | 400 | $ 700 | ||||
Notes payable for unpaid consulting fee | 500 | ||||||
Accrued interest | $ 700 | 4,800 | |||||
Total accrued interest | $ 5,500 | ||||||
Number of shares issued for accrued interest | 1,627,440 | ||||||
Notes Payable Issued For Consulting Agreement [Member] | January 2021 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Converted shares | 11,413,322 | 11,086,024 | |||||
Accrued interest | $ 5,500 | ||||||
Convertible Note Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, convertible, beneficial conversion feature | $ 4,700 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities Assumptions (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | $ 19 | $ 138 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 4.22 | 1.26 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 109 | 129 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected life (in years) | 2 years 7 months 6 days | 3 years 7 months 6 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield |
Schedule of Derivative Liabil_2
Schedule of Derivative Liability Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liability | ||
Beginning Balance | $ 138,000 | $ 384,000 |
Addition | ||
Extinguishment | (35,000) | |
Change in fair value | (119,000) | (211,000) |
Ending Balance | $ 18,700 | $ 138,000 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liability | ||
Warrant exercised | 2,826 | |
Derivative liability | $ 30 | |
Net gain | $ 120 | $ 210 |
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Derivative, Gain (Loss) on Derivative, Net | Derivative, Gain (Loss) on Derivative, Net |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Warrants outstanding, beginning balance | 2,337,274 | 221,041 |
Weighted average exercise price, beginning balance | $ 5.30 | $ 3.40 |
Number of warrants, granted | 5,192,250 | |
Weighted average exercise price, granted | $ 5.50 | |
Number of warrants, forfeited | (2,000) | |
Weighted average exercise price, forfeited | ||
Number of warrants, exercised | (3,074,017) | |
Weighted average exercise price, exercised | $ 5.50 | |
Warrants outstanding, beginning balance | 2,337,274 | 2,337,274 |
Weighted average exercise price, beginning balance | $ 5.30 | $ 5.30 |
Warrants exercisable, ending balance | 2,337,274 | |
Exercisable, ending balance | $ 5.30 |
Schedule of Options Activity (D
Schedule of Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of options outstanding, beginning | 302,500 | |
Weighted-Average Exercise Price, Beginning | $ 3.05 | |
Number of options outstanding, Granted | 1,532,952 | 302,500 |
Weighted-Average Exercise Price, Granted | $ 2.48 | $ 3.05 |
Number of options, Forfeited | 205,000 | |
Weighted-Average Exercise Price, Forfeited | $ 2.48 | |
Number of options outstanding, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Number of options outstanding, Forfeited | (205,000) | |
Number of options outstanding outstanding, Ending | 1,630,452 | 302,500 |
Weighted-Average Exercise Price, Ending | $ 2.57 | $ 3.05 |
Number of options outstanding, exercisable | 1,440,404 | |
Weighted-Average Exercise Price, Ending | $ 2.55 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 15, 2022 | Apr. 29, 2022 | Feb. 16, 2021 | Feb. 16, 2021 | Feb. 10, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 10, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Stockholders' equity, reverse stock split | reverse stock split | ||||||||
Proceeds from issuance of common stock | $ 24,679,000 | ||||||||
Stock issued during period, value, new issues | |||||||||
Adjustments to additional paid in capital, fair value | 3,032,000 | $ 251,000 | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 7,700,000 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||
Options outstanding intrinsic value | $ 0 | ||||||||
Stock options exercisable price | $ 2.55 | ||||||||
Forfeited | 205,000 | ||||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 3,032,000 | ||||||||
Non- vested number of shares issued | 275,101 | ||||||||
Share based compensation unvested intrinsic value | $ 645,172 | ||||||||
Stock option granted | 1,532,952 | 302,500 | |||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock exercise warrants | 3,074,017 | ||||||||
Warrants cash proceeds | $ 16,400,000 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares outstanding | 96,230 | 96,230 | |||||||
Preferred stock, par value | $ 0.01 | ||||||||
Preferred stock, shares issued | 96,230 | 96,230 | |||||||
Series J One Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Preferred stock, par value | $ 0.01 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Series J Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Debt instrument, convertible, conversion price | $ 3.40 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 9.99% | ||||||||
Common shares issued upon conversion of notes payable, shares | 2,353,548 | ||||||||
Series K Preferred Stocks [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Fair value | 115,000 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||
Convertible shares issuable | 100 | 100 | |||||||
Series K Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Employment Agreements [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Fair value | 4,379,407 | 312,815 | 4,040,524 | ||||||
Stock issued during period, value, new issues | $ 18,600,000 | ||||||||
IPO [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock exercise warrants | 5,192,250 | 5,192,250 | |||||||
Exercise price per share | $ 5.50 | $ 5.50 | |||||||
Warrant term | 5 years | 5 years | |||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock exercise warrants | 3,074,017 | ||||||||
Fair value | 692,000 | ||||||||
Stock issued during period, value, new issues | $ 1,000 | ||||||||
Adjustments to additional paid in capital, fair value | |||||||||
Number of shares issued for service | 290,999 | ||||||||
Common shares issued upon conversion of notes payable, shares | 338,000 | ||||||||
Common Stock [Member] | Series J Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common shares issued upon conversion of notes payable, shares | 692,220 | ||||||||
Common Stock [Member] | Convertible Note [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Debt face amount | $ 33,300,000 | $ 33,300,000 | |||||||
Debt instrument, increase, accrued interest | 5,500,000 | ||||||||
Debt conversion converted instrument amount | $ 38,800,000 | ||||||||
Debt instrument, convertible, conversion price | $ 3.40 | $ 3.40 | |||||||
Debt conversion, converted instrument, shares issued | 11,413,322 | ||||||||
Common Stock [Member] | IPO [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance | 4,945,000 | 4,945,000 | |||||||
Proceeds from issuance of common stock | $ 24,700,000 | ||||||||
Stock issued during period, value, new issues | $ 1,100,000 | ||||||||
Owners [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 750,000,000 | ||||||||
Investors [Member] | Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock exercise warrants | 5,192,250 | 5,192,250 | |||||||
Exercise price per share | $ 5.50 | $ 5.50 | |||||||
Class of warrant expire term | 5 years | ||||||||
Note Holder [Member] | Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Fair value | 11,086,024 | ||||||||
Remaining number of common shares | 327,298 | 327,298 | |||||||
Stock issued during period, value, new issues | $ 1,100,000 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 1,100,000 | ||||||||
Additional paid in capital, common stock | $ 10,404 | ||||||||
Adjustments to additional paid in capital, fair value | $ 35,000 | ||||||||
Officers and Directors [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued for service | 12,500 | 396,708 | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 1,500,000 | $ 16,900,000 | |||||||
Share based compensation cancelled | 278,058 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 38,000 | $ 994,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 44,818 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 206,035 | ||||||||
Consultants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Fair value | 370,744 | 2,432,895 | |||||||
Number of shares issued for service | 156,113 | 649,511 | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 1,300,000 | $ 9,200,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 791,000 | $ 6,100,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 46,343 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 162,664 | ||||||||
Shares, Issued | 2,850,090 | 2,850,090 | |||||||
[custom:CommonStockConsultantToFairValue] | $ 10,700,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares received | 1,845,000 | ||||||||
Legal and professional expenses | $ 224,243 | ||||||||
Consultant Employees Officers And Directors [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Fair value | 3,400,000 | ||||||||
Stock option granted | 1,532,952 | ||||||||
Stock options exercisable price | $ 2.48 | ||||||||
Expected term | 6 years 3 months 7 days | ||||||||
Expected volatility | 125.53% | ||||||||
Risk free interest rate | 3.03% | ||||||||
Dividend yield | 0% | ||||||||
Consultant Employees Officers And Directors [Member] | Minimum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Vesting period | 5 months | ||||||||
Consultant Employees Officers And Directors [Member] | Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Vesting period | 36 months | ||||||||
Employees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Forfeited | 205,000 | ||||||||
Two Employees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock option granted | 251,000 | ||||||||
Stock options exercisable price | $ 3.05 | ||||||||
Expected term | 5 years 6 months | ||||||||
Expected volatility | 129% | ||||||||
Risk free interest rate | 1.26% | ||||||||
Dividend yield | 0% | ||||||||
Stock option granted | 302,500 | ||||||||
Options expiration period | 10 years | ||||||||
Fair value of options | $ 808,280 | ||||||||
Fair value of stock option, per share | $ 2.67 |
Schedule of Components Leases R
Schedule of Components Leases Rent Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Leases | |
Operating cash flows from operating leases | $ 109 |
Weighted average remaining lease term operating leases | 1 year 9 months |
Weighted average discount rate operating leases | 10% |
Schedule of Supplemental Leases
Schedule of Supplemental Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Long-term right-of-use assets, net | $ 165 | |
Current portion of operating lease liabilities | 110 | |
Non-current portion of operating lease liabilities | 64 | |
Total operating lease liabilities | $ 174 |
Schedule of Maturity Lease Liab
Schedule of Maturity Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 122 |
2024 | 91 |
2025 | 1 |
Total lease payments | 214 |
Less: Imputed interest/present value discount | (40) |
Total operating lease liabilities | $ 174 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) | Feb. 08, 2022 USD ($) | Nov. 19, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating lease, right-of-use asset | $ 260,155 | $ 165,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Additional Operating lease assets | $ 12,861 | |||
Lease Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Commencement date | commencement date of January 1, 2022 and maturing on June 30, 2024. | |||
Operating lease, right-of-use asset | $ 247,294 | |||
Lease Agreements [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Area of land | ft² | 4,500 |
Schedule of Company_s Future Fi
Schedule of Company’s Future Financial Commitment (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 432 |
2024 | 54 |
Total | $ 486 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 04, 2022 | Aug. 06, 2021 | Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Litigation settlement expense | $ 425,000 | ||||
Project fee | $ 2,100,000 | ||||
Project fee incurred | 1,700,000 | ||||
Research and development expense | 8,811,000 | $ 9,591,000 | |||
Scientific Research Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Research and development expense | 766,000 | 964,000 | |||
2016 Patent Exclusive License Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Research and development expense | 0 | ||||
Proceeds from upfront amount | 200,000 | ||||
Maintenance fee | 100,000 | ||||
Performance milestone payments | 3,100,000 | ||||
Sales milestone payments | 1,000,000 | ||||
Gross sales | 250,000,000 | ||||
Sales revenue | 5,000,000 | ||||
Cumulative gross sales | $ 500,000,000 | ||||
2016 Patent Exclusive License Agreement [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Net sales percentage | 4% | ||||
Annual royalty payments | $ 250,000 | ||||
2016 Patent Exclusive License Agreement [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Net sales percentage | 6% | ||||
Annual royalty payments | $ 5,000,000 | ||||
2021 Patent License Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Research and development expense | $ 0 | $ 0 | |||
Maintenance fee | $ 2,000,000 | ||||
Annual royalty payments | 250,000 | ||||
Performance milestone payments | 3,100,000 | ||||
Sales milestone payments | 1,000,000 | ||||
Gross sales | 250,000,000 | ||||
Sales revenue | 5,000,000 | ||||
Cumulative gross sales | 500,000,000 | ||||
Upfront license fee | 20,000 | ||||
License maintenance fee, receivable | $ 5,000 | ||||
2021 Patent License Agreement [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Net sales percentage | 2.50% | ||||
2021 Patent License Agreement [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Net sales percentage | 5% | ||||
Sheffield Properties [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement expense | $ 100,000 |
Schedule of Net Deferred Income
Schedule of Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforward | $ 66,741 | $ 58,171 |
Stock based compensation and other items | 4,674 | 7,622 |
Intellectual property | 41,572 | 62,055 |
Deferred tax assets before valuation | 112,987 | 127,848 |
Valuation allowance | (112,987) | (127,848) |
Net deferred income tax assets |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State tax, net of federal benefit | 8% | 9% |
Change in valuation allowance on net operating loss carryforwards | (29.00%) | (30.00%) |
Effective income tax rate | 0% | 0% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forwards | $ 238 | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 | |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent | 100% | 100% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 14, 2023 | Jan. 04, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Gross proceeds from common stock | $ 24,679,000 | |||
Common stock par value | $ 0.001 | $ 0.001 | ||
Common stock value issued during the period | ||||
Subsequent Event [Member] | Purchase Agreement [Member] | Institutional Investor [Member] | ||||
Subsequent Event [Line Items] | ||||
Gross proceeds from common stock | $ 6,500,000 | |||
Placement agent fees and other offering expenses | $ 450,000 | |||
Conversion of Preferred Series J-1 to common stock, shares | 3,600,000 | |||
Common stock par value | $ 0.001 | |||
Subsequent Event [Member] | Purchase Agreement [Member] | Institutional Investor [Member] | Pre Funded Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants exercise price per share | 0.0001 | |||
Shares and warrants sold price per share | $ 0.9999 | |||
Subsequent Event [Member] | Purchase Agreement [Member] | Institutional Investor [Member] | Pre Funded Warrants [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants purchase of common stock | 2,900,000 | |||
Subsequent Event [Member] | Purchase Agreement [Member] | Institutional Investor [Member] | Common Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants purchase of common stock | 6,500,000 | |||
Warrants exercise price per share | $ 1 | |||
Shares and warrants sold price per share | $ 1 | |||
Subsequent Event [Member] | Research And Development Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion of Preferred Series J-1 to common stock, shares | 486,819 | |||
Common stock value issued during the period | $ 820,341 |