Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-35570 | |
Entity Registrant Name | SONNET BIOTHERAPEUTICS HOLDINGS, INC. | |
Entity Central Index Key | 0001106838 | |
Entity Tax Identification Number | 20-2932652 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 100 Overlook Center | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Princeton | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08540 | |
City Area Code | (609) | |
Local Phone Number | 375-2227 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SONN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,956,887 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash | $ 6,038,190 | $ 7,349,903 |
Prepaid expenses and other current assets | 934,213 | 287,738 |
Total current assets | 6,972,403 | 7,637,641 |
Property and equipment, net | 58,644 | 67,889 |
Operating lease right-of-use asset | 144,787 | 205,919 |
Other assets | 82,959 | |
Total assets | 7,175,834 | 7,994,408 |
Current liabilities: | ||
Related-party notes | 748 | 21,184 |
Accounts payable | 2,150,791 | 2,057,559 |
Accrued expenses | 2,508,956 | 2,063,678 |
Operating lease liability | 91,239 | 82,060 |
Deferred income | 1,000,000 | 500,000 |
Total current liabilities | 5,751,734 | 4,724,481 |
Note payable | 124,878 | |
Operating lease liability | 55,464 | 125,132 |
Total liabilities | 5,807,198 | 4,974,491 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock; $0.0001 par value: 5,000,000 shares authorized. No shares issued or outstanding | ||
Common stock; $0.0001 par value: 125,000,000 shares authorized; 24,757,847 and 14,724,105 issued and outstanding at June 30, 2021 and September 30, 2020, respectively | 2,475 | 1,472 |
Additional paid-in capital | 56,103,306 | 39,723,702 |
Accumulated deficit | (54,737,145) | (36,705,257) |
Total stockholders’ equity | 1,368,636 | 3,019,917 |
Total liabilities and stockholders’ equity | $ 7,175,834 | $ 7,994,408 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 24,757,847 | 14,724,105 |
Common stock, shares outstanding | 24,757,847 | 14,724,105 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 3,887,261 | $ 2,455,822 | $ 11,598,835 | $ 5,166,485 |
Acquired in-process research and development | 6,826,495 | 6,826,495 | ||
General and administrative | 2,352,268 | 2,484,148 | 6,541,717 | 4,753,428 |
Loss from operations | (6,239,529) | (11,766,465) | (18,140,552) | (16,746,408) |
Interest (income) expense | (3,798) | 10,344 | ||
Foreign exchange loss | (1,513) | (8,787) | (16,837) | (8,787) |
Other income | 125,501 | 125,501 | ||
Net loss | $ (6,115,541) | $ (11,779,050) | $ (18,031,888) | $ (16,744,851) |
Share information: | ||||
Net loss per share, basic and diluted | $ (0.27) | $ (1.05) | $ (0.93) | $ (2.23) |
Weighted average shares outstanding, basic and diluted | 22,502,202 | 11,263,559 | 19,482,287 | 7,518,091 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2019 | $ 555 | $ 9,594,100 | $ (12,440,142) | $ (2,845,487) |
Balance, shares at Sep. 30, 2019 | 5,547,643 | |||
Sale of common stock, net of issuance costs | $ 13 | 2,715,017 | 2,715,030 | |
Sale of common stock, net of issuance costs. shares | 128,313 | |||
Issuance of common stock to settle related-party notes | $ 1 | 199,999 | 200,000 | |
Issuance of common stock to settle related-party notes, shares | 8,526 | |||
Net loss | (2,469,054) | (2,469,054) | ||
Balance at Dec. 31, 2019 | $ 569 | 12,509,116 | (14,909,196) | (2,399,511) |
Balance, shares at Dec. 31, 2019 | 5,684,482 | |||
Balance at Sep. 30, 2019 | $ 555 | 9,594,100 | (12,440,142) | (2,845,487) |
Balance, shares at Sep. 30, 2019 | 5,547,643 | |||
Net loss | (16,744,851) | |||
Balance at Jun. 30, 2020 | $ 920 | 29,563,893 | (29,184,993) | 379,820 |
Balance, shares at Jun. 30, 2020 | 9,200,176 | |||
Balance at Dec. 31, 2019 | $ 569 | 12,509,116 | (14,909,196) | (2,399,511) |
Balance, shares at Dec. 31, 2019 | 5,684,482 | |||
Sale of common stock, net of issuance costs | $ 5 | 1,354,995 | 1,355,000 | |
Sale of common stock, net of issuance costs. shares | 57,762 | |||
Net loss | (2,496,747) | (2,496,747) | ||
Balance at Mar. 31, 2020 | $ 574 | 13,864,111 | (17,405,943) | (3,541,258) |
Balance, shares at Mar. 31, 2020 | 5,742,244 | |||
Sale of common stock and warrants | $ 215 | 14,999,785 | 15,000,000 | |
Sale of common stock and warrants shares | 2,152,360 | |||
Issuance of common stock to affect the Relief acquisition | $ 76 | 6,700,052 | 6,700,128 | |
Issuance of common stock to affect the Relief acquisition, shares | 757,933 | |||
Issuance of common stock in connection with Merger (Note 3) | $ 55 | (6,000,055) | (6,000,000) | |
Issuance of common stock and payment made in connection with Merger (Note 3), shares | 547,639 | |||
Net loss | (11,779,050) | (11,779,050) | ||
Balance at Jun. 30, 2020 | $ 920 | 29,563,893 | (29,184,993) | 379,820 |
Balance, shares at Jun. 30, 2020 | 9,200,176 | |||
Balance at Sep. 30, 2020 | $ 1,472 | 39,723,702 | (36,705,257) | 3,019,917 |
Balance, shares at Sep. 30, 2020 | 14,724,105 | |||
Warrant exercises | $ 2 | 2 | ||
Warrant exercises, shares | 23,863 | |||
Net share settlement of warrants | $ 243 | (243) | ||
Net share settlement of warrants, shares | 2,427,761 | |||
Share-based compensation | 370,055 | 370,055 | ||
Net loss | (5,877,240) | (5,877,240) | ||
Balance at Dec. 31, 2020 | $ 1,717 | 40,093,514 | (42,582,497) | (2,487,266) |
Balance, shares at Dec. 31, 2020 | 17,175,729 | |||
Balance at Sep. 30, 2020 | $ 1,472 | 39,723,702 | (36,705,257) | 3,019,917 |
Balance, shares at Sep. 30, 2020 | 14,724,105 | |||
Net loss | (18,031,888) | |||
Balance at Jun. 30, 2021 | $ 2,475 | 56,103,306 | (54,737,145) | 1,368,636 |
Balance, shares at Jun. 30, 2021 | 24,757,847 | |||
Balance at Dec. 31, 2020 | $ 1,717 | 40,093,514 | (42,582,497) | (2,487,266) |
Balance, shares at Dec. 31, 2020 | 17,175,729 | |||
Sale of common stock, net of issuance costs | $ 402 | 10,178,225 | 10,178,627 | |
Sale of common stock, net of issuance costs. shares | 4,021,561 | |||
Share-based compensation | 370,055 | 370,055 | ||
Net loss | (6,039,107) | (6,039,107) | ||
Balance at Mar. 31, 2021 | $ 2,119 | 50,641,794 | (48,621,604) | 2,022,309 |
Balance, shares at Mar. 31, 2021 | 21,197,290 | |||
Sale of common stock, net of issuance costs | $ 343 | 5,143,869 | 5,144,212 | |
Sale of common stock, net of issuance costs. shares | 3,432,677 | |||
Issuance of common stock on vesting of restricted stock units | $ 13 | (13) | ||
Issuance of common stock on vetsing of restricted stock units | 127,880 | |||
Share-based compensation | 317,656 | 317,656 | ||
Net loss | (6,115,541) | (6,115,541) | ||
Balance at Jun. 30, 2021 | $ 2,475 | $ 56,103,306 | $ (54,737,145) | $ 1,368,636 |
Balance, shares at Jun. 30, 2021 | 24,757,847 |
Consolidated Statements Cash Fl
Consolidated Statements Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (18,031,888) | $ (16,744,851) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Acquired in-process research and development | 6,826,495 | |
Depreciation | 9,245 | 5,212 |
Amortization of operating lease right-of-use asset | 61,132 | 30,873 |
Share-based compensation | 1,057,766 | |
Non-cash interest | 623 | |
Forgiveness of note payable | (125,501) | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (646,475) | (361,555) |
Other assets | 82,959 | (82,957) |
Accounts payable | 93,232 | 532,991 |
Accrued expenses | 445,278 | (248,146) |
Deferred income | 500,000 | |
Operating lease liability | (60,489) | (30,078) |
Net cash used in operating activities | (16,614,118) | (10,072,016) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (76,183) | |
Net cash used in investing activities | (76,183) | |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock and warrants, net of issuance costs | 15,322,839 | 19,070,030 |
Proceeds from the exercise of warrants | 2 | |
Payment to affect the Merger | (6,000,000) | |
Proceeds from the receipt of loan | 124,375 | |
Proceeds received from related-party notes | 55,000 | |
Repayments of related-party notes | (20,436) | (46,461) |
Cash received in the Relief acquisition | 16,194 | |
Net cash provided by financing activities | 15,302,405 | 13,219,138 |
Net (decrease) increase in cash | (1,311,713) | 3,070,939 |
Cash, beginning of period | 7,349,903 | 35,653 |
Cash, end of period | 6,038,190 | 3,106,592 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Net settlement of warrants | 243 | |
Issuance of common stock on vesting of restricted stock units | 13 | |
Issuance of common stock to settle related-party notes | 200,000 | |
Issuance of common stock for the Relief acquisition | 6,700,128 | |
Right of use asset and liability recorded upon adoption of ASC 842 | $ 255,938 |
Organization and description of
Organization and description of business | 9 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | Organization and description of business Description of business Sonnet BioTherapeutics, Inc. (“Sonnet”) was incorporated as a New Jersey corporation on April 6, 2015. Sonnet is a clinical stage, oncology-focused biotechnology company with a proprietary platform for innovating biologic medicines of single- or bi-specific action. Known as FHAB™ (Fully Human Albumin Binding), the technology utilizes a fully human single chain antibody fragment (scFv) that binds to and “hitch-hikes” on human serum albumin (HSA) for transport to target tissues. Sonnet’s lead proprietary asset, SON-1010, is a fully human version of Interleukin 12 (“IL-12”), covalently linked to the F H H On April 1, 2020, Sonnet completed its merger (the “Merger”) with publicly-held Chanticleer Holdings, Inc. (“Chanticleer”) in accordance with the terms of the Plan of Merger dated October 10, 2019, as amended by Amendment No. 1 on February 7, 2020 (the “Merger Agreement”). Immediately prior to the Merger, Chanticleer spun-off its restaurant operations to a spin-off entity and no assets or liabilities of the restaurant business remained after the spin-off. After the Merger, Chanticleer changed its name to Sonnet BioTherapeutics Holdings, Inc. (“Sonnet Holdings” or the “Company”) and is focused on advancing Sonnet’s pipeline of oncology candidates and the strategic expansion of Sonnet’s technology platform into other human disease. Global pandemic - COVID-19 On March 10, 2020, the World Health Organization characterized the novel COVID-19 virus as a global pandemic. There is significant uncertainty as to the likely effects of this disease which may, among other things, materially impact the Company’s planned clinical trials. This pandemic or outbreak could result in difficulty securing clinical trial site locations, clinical research organizations (“CROs”), and/or trial monitors and other critical vendors and consultants supporting the trial. In addition, outbreaks or the perception of an outbreak near a clinical trial site location could impact the Company’s ability to enroll patients. These situations, or others associated with COVID-19, could cause delays in the Company’s clinical trial plans and could increase expected costs, all of which could have a material adverse effect on the Company’s business and its financial condition. At the current time, the Company is unable to quantify the potential effects of this pandemic on its future operations. Liquidity The Company has incurred recurring losses and negative cash flows from operations activities since inception and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its potential product candidates. The Company believes its cash of $ 6.0 The Company filed a registration statement on Form S-1 on July 22, 2021, as subsequently amended, registering an aggregate of $ 34.5 The Company entered into an At-the-Market Sales Agreement with BTIG on February 5, 2021 (the “Sales Agreement”). Pursuant to the Sales Agreement, the Company had the ability to offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of its common stock, having an aggregate offering price of up to $ 15,875,000 7,454,238 15.9 15.3 On May 2, 2021, the Company entered into a License Agreement with New Life Therapeutics PTE, LTD. (See Note 8). The Company plans to secure additional capital in the future through equity or debt financings, partnerships, collaborations, or other sources to carry out the Company’s planned development activities. If additional capital is not available when required, the Company may need to delay or curtail its operations until such funding is received. Various internal and external factors will affect whether and when the Company’s product candidates become approved for marketing and successful commercialization. The regulatory approval and market acceptance of the Company’s product candidates, length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the approval process will materially affect the Company’s financial condition and future operations. Operations since inception have consisted primarily of organizing the Company, securing financing, developing its technologies through performing research and development and conducting preclinical studies. The Company faces risks associated with companies whose products are in development. These risks include the need for additional financing to complete its research and development, achieving its research and development objectives, defending its intellectual property rights, recruiting and retaining skilled personnel, and dependence on key members of management. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a. Basis of presentation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (ASUs”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim financial statements) considered necessary to present fairly the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the three and nine months ended June 30, 2021 and 2020. The unaudited interim consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of Sonnet Holdings as of and for the year ended September 30, 2020 included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020. b. Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. c. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates include the recording of prepayments and accruals related to research and development. d. Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance that do not extend the estimated useful life or improve an asset are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the statement of operations. As of June 30, 2021, the property and equipment balance was comprised of leasehold improvements and computer equipment associated with the Princeton office lease discussed in Note 7. e. Collaboration revenue Collaboration arrangements may contain multiple components, which may include (i) licenses; (ii) research and development activities; and (iii) the manufacturing and supply of certain materials. Payments pursuant to these arrangements may include non-refundable payments, upfront payments, milestone payments upon the achievement of significant regulatory and development events or sales of product at certain agreed-upon amounts, sales milestones and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under a collaboration arrangement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as the Company satisfies each performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, and assessing the recognition of variable consideration. When consideration is received prior to the Company completing its performance obligation under the terms of a contract, a contract liability is recorded as deferred income. Deferred income expected to be recognized as revenue within the twelve months following the balance sheet date is classified as current liabilities. On May 2, 2021, the Company entered into a License Agreement (the “New Life Agreement”) with New Life Therapeutics PTE, LTD (“New Life”). See Note 9 for further discussion of the Company's revenue recognition associated with the New Life Agreement. f. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period (and potential shares of common stock that are exercisable for little or no consideration). Included in basic weighted-average number of shares of common stock outstanding during the three and nine months ended June 30, 2021 are the Series B warrants and certain warrants issued to the spin-off entity with exercise prices of $ 0.0001 0.01 Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities such as common stock warrants and stock options which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding as they would be anti-dilutive: Schedule of Potentially Dilutive Securities June 30, 2021 June 30, 2020 Warrants 105,812 105,812 Legacy Chanticleer warrants 17,760 20,180 Series A warrants — 3,300,066 Series C warrants 11,329,463 — Unvested restricted stock 363,268 — 11,816,303 3,426,058 g. Recent accounting pronouncements Recently Announced In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein, and early adoption is permitted. The Company is currently evaluating the new standard, but adoption is not expected to have a material impact on its financial condition, results of operations, cash flows, and financial statement disclosures. Recently Adopted In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurements” (“ASU 2018-13”), which changes the fair value measurement disclosure requirements of ASC 820. The goal of the ASU is to improve the effectiveness of ASC 820’s disclosure requirements. The adoption of ASU 2018-13 on October 1, 2019, did not have a material impact on the consolidated financial statements. |
Merger with Chanticleer
Merger with Chanticleer | 9 Months Ended |
Jun. 30, 2021 | |
Merger With Chanticleer | |
Merger with Chanticleer | 3. Merger with Chanticleer Sonnet merged with Chanticleer Holdings on April 1, 2020. The Merger was accounted for as a reverse recapitalization with Sonnet as the accounting acquirer. Legacy Chanticleer shareholders were issued 547,639 6.0 6.0 |
Relief Acquisition
Relief Acquisition | 9 Months Ended |
Jun. 30, 2021 | |
Relief Acquisition | |
Relief Acquisition | 4. Relief Acquisition In August 2019, the Company executed a Share Exchange Agreement with Relief Holdings, in which the Company agreed to acquire the outstanding shares of Relief. The Company issued 757,933 For accounting purposes, the Company determined that the acquisition of Relief did not meet the definition of a business and was accounted for as an asset acquisition since substantially all of the fair value of the assets acquired was concentrated in a single identified intangible asset, atexakin alfa. Schedule of Assets and Liability Acquired Fair value of common stock issued: $ 6,700,128 Assets acquired: Cash $ 16,194 Prepaid expenses and other current assets 29,311 In-process research and development (IPPR&D) 6,826,495 Total assets acquired 6,872,000 Liabilities assumed: Accounts payable 45,757 Accrued expenses 126,115 Total liabilities assumed 171,872 Net assets acquired $ 6,700,128 The Company expensed the acquired IPR&D as of the acquisition date since further development and regulatory approval are required. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: Schedule of Accrued Expenses June 30, September 30, 2021 2020 Compensation and benefits $ 846,488 $ 1,065,398 Research and development 1,460,781 519,159 Professional fees 191,568 479,121 Other 10,119 — Accrued Expenses $ 2,508,956 $ 2,063,678 |
Debt
Debt | 9 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Related-party notes During the nine months ended June 30, 2020, the Company issued unsecured notes payable to various related parties resulting in cash proceeds of $ 55,000 20,436 46,461 In October 2019, the Company issued 8,526 0.2 PPP Loan On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act includes a provision for a Paycheck Protection Program (“PPP”), administered by the U.S. Small Business Administration (“SBA”) and further amended by the Paycheck Protection Program Flexibility Act of 2020 (“PPP Flexibility Act”), which was enacted on June 5, 2020. In May 2020, the Company received a PPP Loan of $ 0.1 two-year term 1.0% Under the terms of the CARES Act, the Company could apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness, if any, would be determined, subject to limitations, based on the use of loan proceeds for payroll costs, rent and utility costs and provided that only a portion of the use of proceeds are for non-payroll costs. The unforgiven portion of the PPP Loan could be repaid by the Company at any time prior to maturity with no prepayment penalty. The Company’s PPP Loan and the related interest were forgiven in full in June 2021. Forgiveness of the PPP Loan is included in other income within the Company’s consolidated statement of operations for the three and nine months ended June 30, 2021. |
Leases
Leases | 9 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 7. Leases The Company adopted ASC 842, “Leases” (“ASC 842”), on October 1, 2019. Through September 30, 2019, the Company’s leases consisted of leased office space under various operating leases with terms of one year or less. These leases qualified as short-term leases and as such, there was no cumulative impact from the adoption of ASC 842. In December 2019, the Company entered a 36-month lease for office space in Princeton, New Jersey, which commenced February 1, 2020. At that time, the Company terminated its existing month-to-month leases for office space. The components of lease expense for the nine months ended June 30, 2021 are as follows: Schedule of Lease Expenses Lease expense Operating lease expense $ 76,617 Short-term lease expense 12,555 Total lease cost $ 89,172 At June 30, 2021, the weighted-average remaining lease term was 1.58 12% Cash paid for amounts included in the measurement of lease liabilities: Schedule of Operating Lease Liabilities Operating cash flow from operating lease $ 75,974 Future minimum lease payments under non-cancellable leases at June 30, 2021 are as follows: Schedule of Future Minimum Lease Payments Fiscal year 2021 (excluding the nine months ended June 30, 2021) $ 25,537 2022 103,440 2023 34,695 Total undiscounted lease payments 163,672 Less: imputed interest (16,969 ) Total lease liabilities $ 146,703 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of its business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. License Agreements The Company has entered into a Discovery Collaboration Agreement (the “Collaboration Agreement”) with XOMA (US) LLC (“XOMA”), pursuant to which XOMA granted to the Company a non-exclusive, non-transferrable license and/or right to use certain materials, technologies and related information related to discovery, optimization and development of antibodies and related proteins and to develop and commercialize products thereunder. The Company is obligated to make contingent milestone payments to XOMA totaling $ 3.8 The Company has entered into a License Agreement (the “ARES License Agreement”) with Ares Trading, a wholly-owned subsidiary of Merck KGaA (“ARES”). Under the terms of the ARES License Agreement, ARES has granted the Company a sublicensable, exclusive, worldwide, royalty-bearing license on proprietary patents to research, develop, use and commercialize products using atexakin alfa (“Atexakin”), a low dose formulation of human interleukin-6 in peripheral neuropathies and vascular complications. Pursuant to the ARES License Agreement, the Company will pay ARES high single-digit royalties on net sales of products sold by the Company. Royalties are payable on a product-by-product and country-by-country basis until the later of (i) a specified period of time after the first commercial sale in such country, and (ii) the last date on which such product is covered by a valid claim in such country. Employment Agreements The Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation of benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined in the contract. In addition, in the event of termination of employment following a change in control, as defined, either by the Company without cause or by the employee for good reason, any unvested portion of the employee’s initial stock option grant becomes immediately vested. |
License and Collaboration Agree
License and Collaboration Agreement | 9 Months Ended |
Jun. 30, 2021 | |
License And Collaboration Agreement | |
License and Collaboration Agreement | 9. License and Collaboration Agreement Under the New Life Agreement, the Company granted New Life an exclusive license (with the right to sublicense) to develop and commercialize pharmaceutical preparations containing a specific recombinant human interleukin-6, SON-080 (the “Compound”) (such preparations, the “Products”) for the prevention, treatment or palliation of diabetic peripheral neuropathy in humans (the “DPN Field”) in Malaysia, Singapore, Indonesia, Thailand, Philippines, Vietnam, Brunei, Myanmar, Lao PDR and Cambodia (the “Exclusive Territory”). New Life may exercise the option to expand (1) the field of the exclusive license to include the prevention, treatment or palliation of chemotherapy-induced peripheral neuropathy in humans (the “CIPN Field”), which option is non-exclusive and will expire on December 31, 2021; and/or (2) the territorial scope of the license to include the People’s Republic of China, Hong Kong and/or India, which option is exclusive and will also expire on December 31, 2021. If these options are exercised, the terms of the CIPN Field and the territory expansion will be negotiated by the parties. The Company will retain all rights to manufacture Compounds and Products anywhere in the world. The Company and New Life shall enter into a follow-on supply agreement pursuant to which the Company shall supply to New Life Products for development and commercialization thereof in the DPN Field (and the CIPN Field, if applicable) in the Exclusive Territory on terms to be negotiated by the parties. The Company will also assist in transferring certain preclinical and clinical development know-how that is instrumental in New Life’s ability to benefit from the license. New Life will bear the cost of, and be responsible for, among other things, conducting clinical studies and additional non-clinical studies and other developmental and regulatory activities for and commercializing Products in the DPN Field (and the CIPN Field, if applicable) in the Exclusive Territory. New Life paid the Company a $ 0.5 0.5 New Life is also obligated to pay a non-refundable deferred license fee of an additional $ 1.0 19.0 12 30 The New Life Agreement will remain in effect on a Product-by-Product, country-by-country basis and will expire upon the expiration of the Royalty Term for the last-to-expire Product in the last-to-expire country, subject to (i) each party’s early termination rights including for material breach or insolvency or bankruptcy of the other party and (ii) the Company’s Buy Back Right and New Life’s Give Back Right (as defined below). In addition, New Life granted to the Company an exclusive option to buy back the rights granted by the Company to New Life and the Company granted New Life the right to give back the rights with respect to Products in the DPN Field and/or the CIPN Field (if applicable) in one or more countries in the Exclusive Territory on terms to be agreed upon, which options will expire upon the initiation of a Phase III Trial for the applicable Product. Revenue Recognition The Company first assessed the New Life Agreement under ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether the New Life Agreement or units of accounts within the New Life Agreement represent a collaborative arrangement based on the risks and rewards and activities of the parties. The Company concluded that New Life represented a customer and applied relevant guidance from ASC 606, Revenue from Contracts with Customers (“ASC 606”) to evaluate the appropriate accounting under the New Life Agreement. In accordance with this guidance, the Company identified the following obligations under the arrangement: (i) License to develop, market, import, use and commercialize the Product in the Field in the Exclusive Territory (the “License”); and (ii) transfer of know-how and clinical development and regulatory activities (“R&D Activities”). The options to expand the CIPN Field and territory as well as the future supply agreement represent optional purchases, which are accounted for as separate contracts unless they convey a material right to the customer. The Company evaluated these separate contracts and did not identify any material right to be present. The Company determined that License and the R&D services are not distinct from each other and therefore combined these material promises into a single performance obligation. The Company determined the initial transaction price of the single performance obligation to be $ 1.0 The Company has deferred the entire $ 1.0 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Common stock During the nine months ended June 30, 2021, the Company sold common stock of 7,454,238 15.9 15.3 127,880 Prior to the Merger, during the six months ended March 31, 2020, the Company sold 186,075 93,038 29.32 4.1 8,526 0.2 Upon consummation of the Merger, the Company issued 547,639 206,371 0.01 1,820 26.60 On April 1, 2020, the Company sold 1,699,232 15 3,300,066 5.3976 2,247,726 0.0001 453,128 The Company issued 757,933 Common stock warrants As of June 30, 2021, the following equity-classified warrants and related terms were outstanding: Schedule of Warrants Outstanding Warrants Outstanding Exercise Price Expiration Date Warrants 105,812 $ 29.32 October 1, 2022 March 10, 2023 Chanticleer warrants 17,760 $ 58.50 91.00 April 30, 2027 December 17, 2028 Series B warrants 42,373 $ 0.0001 April 16, 2025 Series C warrants 11,329,463 $ 3.19 October 16, 2025 11,495,408 During the nine months ended June 30, 2021, the Series B warrant holders exercised 23,863 2 2,242,427 2,242,339 During the nine months ended June 30, 2021, the Chanticleer warrants to purchase 186,161 0.01 185,422 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 11. Share-Based Compensation In April 2020, the Company adopted the 2020 Omnibus Equity Incentive Plan (the “Plan”). The total number of shares authorized under the Plan as of June 30, 2021 was 687,029 Restricted Stock Units In July of 2020, 653,846 In March of 2021, an additional 47,000 The Company recorded share-based compensation expense associated with the RSUs in its accompanying statements of operations. Schedule of Share-based Compensation Expense Three Months Ended Nine Months Ended June 30, 2021 June 30, 2021 Research and development $ 105,712 $ 317,101 General and administrative 211,944 740,665 $ 317,656 $ 1,057,766 The following table summarizes RSU activity under the Plan: Schedule of Restricted Stock Units Activity RSU Weighted Unvested balance at September 30, 2020 653,845 $ 3.63 Granted 47,000 $ 2.38 Vested (326,920 ) $ 3.63 Forfeited (10,657 ) $ 3.63 Unvested balance at June 30, 2021 363,268 $ 3.47 As of June 30, 2021, total unrecognized compensation expense relating to unvested RSUs granted was $ 1.1 one year |
Subsequent Event
Subsequent Event | 9 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. Subsequent Event The Company has evaluated subsequent events and there are no items requiring disclosure except the following: The Company filed a registration statement on Form S-1 on July 22, 2021, as subsequently amended, registering an aggregate of $ 34.5 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (ASUs”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim financial statements) considered necessary to present fairly the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the three and nine months ended June 30, 2021 and 2020. The unaudited interim consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of Sonnet Holdings as of and for the year ended September 30, 2020 included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020. |
Consolidation | b. Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | c. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates include the recording of prepayments and accruals related to research and development. |
Property and equipment | d. Property and equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance that do not extend the estimated useful life or improve an asset are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the statement of operations. As of June 30, 2021, the property and equipment balance was comprised of leasehold improvements and computer equipment associated with the Princeton office lease discussed in Note 7. e. Collaboration revenue Collaboration arrangements may contain multiple components, which may include (i) licenses; (ii) research and development activities; and (iii) the manufacturing and supply of certain materials. Payments pursuant to these arrangements may include non-refundable payments, upfront payments, milestone payments upon the achievement of significant regulatory and development events or sales of product at certain agreed-upon amounts, sales milestones and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under a collaboration arrangement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as the Company satisfies each performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, and assessing the recognition of variable consideration. When consideration is received prior to the Company completing its performance obligation under the terms of a contract, a contract liability is recorded as deferred income. Deferred income expected to be recognized as revenue within the twelve months following the balance sheet date is classified as current liabilities. On May 2, 2021, the Company entered into a License Agreement (the “New Life Agreement”) with New Life Therapeutics PTE, LTD (“New Life”). See Note 9 for further discussion of the Company's revenue recognition associated with the New Life Agreement. |
Net loss per share | f. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period (and potential shares of common stock that are exercisable for little or no consideration). Included in basic weighted-average number of shares of common stock outstanding during the three and nine months ended June 30, 2021 are the Series B warrants and certain warrants issued to the spin-off entity with exercise prices of $ 0.0001 0.01 Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities such as common stock warrants and stock options which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding as they would be anti-dilutive: Schedule of Potentially Dilutive Securities June 30, 2021 June 30, 2020 Warrants 105,812 105,812 Legacy Chanticleer warrants 17,760 20,180 Series A warrants — 3,300,066 Series C warrants 11,329,463 — Unvested restricted stock 363,268 — 11,816,303 3,426,058 |
Recent accounting pronouncements | g. Recent accounting pronouncements Recently Announced In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein, and early adoption is permitted. The Company is currently evaluating the new standard, but adoption is not expected to have a material impact on its financial condition, results of operations, cash flows, and financial statement disclosures. Recently Adopted In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurements” (“ASU 2018-13”), which changes the fair value measurement disclosure requirements of ASC 820. The goal of the ASU is to improve the effectiveness of ASC 820’s disclosure requirements. The adoption of ASU 2018-13 on October 1, 2019, did not have a material impact on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding as they would be anti-dilutive: Schedule of Potentially Dilutive Securities June 30, 2021 June 30, 2020 Warrants 105,812 105,812 Legacy Chanticleer warrants 17,760 20,180 Series A warrants — 3,300,066 Series C warrants 11,329,463 — Unvested restricted stock 363,268 — 11,816,303 3,426,058 |
Relief Acquisition (Tables)
Relief Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Relief Acquisition | |
Schedule of Assets and Liability Acquired | Schedule of Assets and Liability Acquired Fair value of common stock issued: $ 6,700,128 Assets acquired: Cash $ 16,194 Prepaid expenses and other current assets 29,311 In-process research and development (IPPR&D) 6,826,495 Total assets acquired 6,872,000 Liabilities assumed: Accounts payable 45,757 Accrued expenses 126,115 Total liabilities assumed 171,872 Net assets acquired $ 6,700,128 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: Schedule of Accrued Expenses June 30, September 30, 2021 2020 Compensation and benefits $ 846,488 $ 1,065,398 Research and development 1,460,781 519,159 Professional fees 191,568 479,121 Other 10,119 — Accrued Expenses $ 2,508,956 $ 2,063,678 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expense for the nine months ended June 30, 2021 are as follows: Schedule of Lease Expenses Lease expense Operating lease expense $ 76,617 Short-term lease expense 12,555 Total lease cost $ 89,172 |
Schedule of Operating Lease Liabilities | Cash paid for amounts included in the measurement of lease liabilities: Schedule of Operating Lease Liabilities Operating cash flow from operating lease $ 75,974 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancellable leases at June 30, 2021 are as follows: Schedule of Future Minimum Lease Payments Fiscal year 2021 (excluding the nine months ended June 30, 2021) $ 25,537 2022 103,440 2023 34,695 Total undiscounted lease payments 163,672 Less: imputed interest (16,969 ) Total lease liabilities $ 146,703 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | As of June 30, 2021, the following equity-classified warrants and related terms were outstanding: Schedule of Warrants Outstanding Warrants Outstanding Exercise Price Expiration Date Warrants 105,812 $ 29.32 October 1, 2022 March 10, 2023 Chanticleer warrants 17,760 $ 58.50 91.00 April 30, 2027 December 17, 2028 Series B warrants 42,373 $ 0.0001 April 16, 2025 Series C warrants 11,329,463 $ 3.19 October 16, 2025 11,495,408 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | The Company recorded share-based compensation expense associated with the RSUs in its accompanying statements of operations. Schedule of Share-based Compensation Expense Three Months Ended Nine Months Ended June 30, 2021 June 30, 2021 Research and development $ 105,712 $ 317,101 General and administrative 211,944 740,665 $ 317,656 $ 1,057,766 |
Schedule of Restricted Stock Units Activity | The following table summarizes RSU activity under the Plan: Schedule of Restricted Stock Units Activity RSU Weighted Unvested balance at September 30, 2020 653,845 $ 3.63 Granted 47,000 $ 2.38 Vested (326,920 ) $ 3.63 Forfeited (10,657 ) $ 3.63 Unvested balance at June 30, 2021 363,268 $ 3.47 |
Organization and description _2
Organization and description of business (Details Narrative) - USD ($) | Jul. 22, 2021 | Feb. 05, 2021 | Jul. 22, 2021 | Jun. 30, 2021 | Sep. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | $ 6,038,190 | $ 7,349,903 | |||
Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from sale of common stock | $ 34,500,000 | ||||
At The Market Sales Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from sale of common stock | $ 15,875,000 | $ 15,300,000 | |||
Sale of stock, shares | 7,454,238 | ||||
Gross proceeds from sale of common stock | $ 15,900,000 | ||||
At The Market Sales Agreement [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from sale of common stock | $ 34,500,000 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 11,816,303 | 3,426,058 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 105,812 | 105,812 |
Legacy Chanticleer Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 17,760 | 20,180 |
Series A Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 3,300,066 | |
Series C Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 11,329,463 | |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 363,268 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Series B Warrant [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Basic weighted-average number of shares exercise price | $ 0.0001 | $ 0.01 |
Merger with Chanticleer (Detail
Merger with Chanticleer (Details Narrative) - USD ($) | Apr. 02, 2021 | Aug. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of common stock issued | 757,933 | |||||
Number of common stock issued, value | $ 5,144,212 | $ 10,178,627 | $ 1,355,000 | $ 2,715,030 | ||
Spin Off Entity [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Decrease in additional paid-in capital | $ 6,000,000 | |||||
Common Stock [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of common stock issued | 547,639 | 3,432,677 | 4,021,561 | 57,762 | 128,313 | |
Number of common stock issued, value | $ 6,000,000 | $ 343 | $ 402 | $ 5 | $ 13 |
Schedule of Assets and Liabilit
Schedule of Assets and Liability Acquired (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair value of common stock issued: | $ 6,700,128 | |
Relief Holdings [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair value of common stock issued: | $ 6,700,128 | |
Cash | 16,194 | |
Prepaid expenses and other current assets | 29,311 | |
In-process research and development (IPPR&D) | 6,826,495 | |
Total assets acquired | 6,872,000 | |
Accounts payable | 45,757 | |
Accrued expenses | 126,115 | |
Total liabilities assumed | 171,872 | |
Total net assets acquired | $ 6,700,128 |
Relief Acquisition (Details Nar
Relief Acquisition (Details Narrative) | 1 Months Ended |
Aug. 31, 2019shares | |
Relief Acquisition | |
Number of common stock issued | 757,933 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Accrued Expenses | ||
Compensation and benefits | $ 846,488 | $ 1,065,398 |
Research and development | 1,460,781 | 519,159 |
Professional fees | 191,568 | 479,121 |
Other | 10,119 | |
Accrued Expenses | $ 2,508,956 | $ 2,063,678 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | Oct. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds received from related-party notes | $ 55,000 | ||||
Repayments of related-party notes | $ 20,436 | $ 46,461 | |||
Issuance of common stock to settle related-party notes, shares | 8,526 | ||||
Issuance of common stock to settle related-party notes | $ 200,000 | $ 200,000 | |||
Paycheck Protection Program [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from Loans Payable | $ 100,000 | ||||
Debt Instrument, Description | two-year term | ||||
Debt instrument, interest rate | 1.00% |
Schedule of Lease Expenses (Det
Schedule of Lease Expenses (Details) | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 76,617 |
Short-term lease expense | 12,555 |
Total lease cost | $ 89,172 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating cash flow from operating lease | $ 75,974 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (excluding the nine months ended June 30, 2021) | $ 25,537 |
2022 | 103,440 |
2023 | 34,695 |
Total undiscounted lease payments | 163,672 |
Less: imputed interest | (16,969) |
Total lease liabilities | $ 146,703 |
Leases (Details Narrative)
Leases (Details Narrative) | Jun. 30, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term | 1 year 6 months 29 days |
Weighted average discount rate | 12.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Millions | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Discovery Collaboration Agreements [Member] | XOMA [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone payments | $ 3.8 |
License and Collaboration Agr_2
License and Collaboration Agreement (Details Narrative) - USD ($) | Aug. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative arrangement, rights and obligations | New Life is also obligated to pay a non-refundable deferred license fee of an additional $1.0 million at the time of the satisfaction of certain milestones, as well as potential additional milestone payments to the Company of up to $19.0 million subject to the achievement of certain development and commercialization milestones. In addition, during the Royalty Term (as defined below), New Life is obligated to pay the Company tiered double digit royalties ranging from 12% to 30% based on annual net sales of Products in the Exclusive Territory. The “Royalty Term” means, on a Product-by-Product and a country-by-country basis in the Exclusive Territory, the period commencing on the date of the first commercial sale (subject to certain conditions) of such Product in such country in the Exclusive Territory and continuing until New Life ceases commercialization of such Product in the DIPN Field (or CIPN Field, if applicable). | ||
Performance obligation | $ 1,000,000 | ||
Deferred Revenue | $ 1,000,000 | 1,000,000 | |
License Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds for negotiate license agreement | $ 500,000 | ||
New Life Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds for negotiate license agreement | $ 500,000 | ||
Proceeds from license fees | 1,000,000 | ||
Milestone payments | $ 19 | ||
New Life Agreement [Member] | Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalties, percentage | 1200.00% | 1200.00% | |
New Life Agreement [Member] | Maximum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalties, percentage | 3000.00% | 3000.00% |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) | 9 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants, outstanding | shares | 105,812 |
Exercise price | $ / shares | $ 29.32 |
Warrant One [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Oct. 1, 2022 |
Warrant One [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Mar. 10, 2023 |
Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants, outstanding | shares | 11,495,408 |
Warrant [Member] | Chanticleer Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants, outstanding | shares | 17,760 |
Exercise price, lower limit | $ / shares | $ 58.50 |
Exercise price, upper limit | $ / shares | $ 91 |
Warrant [Member] | Series B Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants, outstanding | shares | 42,373 |
Exercise price | $ / shares | $ 0.0001 |
Expiration date | Apr. 16, 2025 |
Warrant [Member] | Series C Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants, outstanding | shares | 11,329,463 |
Exercise price | $ / shares | $ 3.19 |
Expiration date | Oct. 16, 2025 |
Warrant [Member] | Minimum [Member] | Chanticleer Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Apr. 30, 2027 |
Warrant [Member] | Maximum [Member] | Chanticleer Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Dec. 17, 2028 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Feb. 05, 2021 | Apr. 02, 2020 | Aug. 31, 2019 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued | 757,933 | ||||||
Shars issued to acquire assets | 757,933 | ||||||
Proceeds from exercise of warrants | $ 2 | ||||||
Series B Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued | 2,242,339 | ||||||
Warrants exercised | 23,863 | ||||||
Proceeds from exercise of warrants | $ 2 | ||||||
Net share settled | 2,242,427 | ||||||
Chanticleer Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | $ 0.01 | ||||||
Number of shares issued | 185,422 | ||||||
Number of purchase warrant | 186,161 | ||||||
Investors [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, shares | 1,699,232 | ||||||
Proceeds from issuance of common stock | $ 15,000,000 | ||||||
Investors [Member] | Series A Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant issued | 3,300,066 | ||||||
Warrant exercise price | $ 5.3976 | ||||||
Investors [Member] | Series B Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant issued | 2,247,726 | ||||||
Warrant exercise price | $ 0.0001 | ||||||
Advisor [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued | 453,128 | ||||||
Legacy Chanticleer Shareholders [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant issued | 206,371 | ||||||
Shares issued for merger | 547,639 | ||||||
Warrant, weighted average exercise price | $ 26.60 | ||||||
Legacy Chanticleer Shareholders [Member] | Minimum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | 0.01 | ||||||
Legacy Chanticleer Shareholders [Member] | Maximum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | $ 1,820 | ||||||
Promissory Notes [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, shares | 186,075 | ||||||
Proceeds from issuance of common stock | $ 4,100,000 | ||||||
Warrant issued | 93,038 | ||||||
Warrant exercise price | $ 29.32 | ||||||
Debt conversion of common stock shares | 8,526 | ||||||
Debt conversion of common stock, value | $ 200,000 | ||||||
At The Market Sales Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, shares | 7,454,238 | ||||||
Gross proceeds from sale agreement | $ 15,900,000 | ||||||
Proceeds from issuance of common stock | $ 15,875,000 | $ 15,300,000 | |||||
Shares issued upon vesting | 127,880 |
Schedule of Share-based Compens
Schedule of Share-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | $ 317,656 | $ 1,057,766 | |
Restricted Stock Units (RSUs) [Member] | Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | 105,712 | 317,101 | |
Restricted Stock Units (RSUs) [Member] | General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | $ 211,944 | $ 740,665 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU Unvested beginning balance | shares | 653,845 |
Weighted Average Grant Date Fair Value Unvested beginning balance | $ / shares | $ 3.63 |
RSU Granted | shares | 47,000 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 2.38 |
RSU Vested | shares | (326,920) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 3.63 |
RSU Forfeited | shares | (10,657) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 3.63 |
RSU Unvested ending balance | shares | 363,268 |
Weighted Average Grant Date Fair Value Unvested ending balance | $ / shares | $ 3.47 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) $ in Millions | Jul. 02, 2020 | Mar. 31, 2021 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 1.1 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year | ||
2020 Omnibus Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 687,029 | ||
2020 Omnibus Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units and vesting rights, description | In July of 2020, 653,846 restricted stock units (“RSUs”) were granted, 50% of which vested on April 2, 2021 and the remaining 50% vest on April 2, 2022. | In March of 2021, an additional 47,000 RSUs were granted, 50% of which vest on March 25, 2022 and the remaining 50% vest on March 25, 2023. | |
Stock issued during the period, restricted stock units | 653,846 | 47,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) $ in Millions | 1 Months Ended |
Jul. 22, 2021USD ($) | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from issuance of common stock | $ 34.5 |