Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36672 | |
Entity Registrant Name | KIORA PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0443284 | |
Entity Address, Address Line One | 332 Encinitas Blvd. | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Encinitas | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92024 | |
City Area Code | 858 | |
Local Phone Number | 224-9600 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | KPRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,689,240 | |
Entity Central Index Key | 0001372514 | |
Document Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and Cash Equivalents | $ 5,400,498 | $ 5,964,556 |
Prepaid Expenses and Other Current Assets | 239,391 | 343,069 |
Tax Receivables | 1,343,087 | 1,373,041 |
Total Current Assets | 6,982,976 | 7,680,666 |
Non-Current Assets: | ||
Property and Equipment, Net | 38,616 | 55,177 |
Restricted Cash | 4,031 | 49,260 |
Intangible Assets and In-Process R&D, Net | 8,820,100 | 10,743,164 |
Operating Lease Assets with Right-of-Use | 18,725 | 116,992 |
Other Assets | 31,995 | 33,000 |
Total Assets | 15,896,443 | 18,678,259 |
Current Liabilities: | ||
Accounts Payable | 125,412 | 1,008,262 |
Accrued Expenses | 1,461,711 | 1,835,934 |
Operating Lease Liabilities | 18,725 | 105,782 |
Contingent Consideration, short-term | 495,000 | 322,385 |
Total Current Liabilities | 2,100,848 | 3,272,363 |
Non-Current Liabilities: | ||
Contingent Consideration | 5,002,505 | 3,309,175 |
Deferred Tax Liability | 689,121 | 689,121 |
Total Non-Current Liabilities | 5,691,626 | 3,998,296 |
Total Liabilities | 7,792,474 | 7,270,659 |
Commitments and Contingencies (Notes 9 and 10) | ||
Stockholders’ Equity: | ||
Preferred Stock, $0.01 Par Value: 10,000,000 shares authorized | 5 | 0 |
Common Stock, $0.01 Par Value: 50,000,000 shares authorized; 7,689,240 and 1,796,472 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 76,915 | 17,986 |
Additional Paid-In Capital | 153,001,469 | 146,035,314 |
Accumulated Deficit | (144,708,249) | (134,462,959) |
Accumulated Other Comprehensive Loss | (266,171) | (182,741) |
Total Stockholders’ Equity | 8,103,969 | 11,407,600 |
Total Liabilities and Stockholders’ Equity | $ 15,896,443 | $ 18,678,259 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares, issued (in shares) | 7,689,240 | 1,796,472 |
Common stock outstanding (in shares) | 7,689,240 | 1,796,472 |
Series A Preferred Stock | ||
Preferred stock designated shares (in shares) | 3,750 | 3,750 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock designated shares (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C Preferred Stock | ||
Preferred stock designated shares (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series D Preferred Stock | ||
Preferred stock designated shares (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 7 | 7 |
Preferred stock, shares outstanding (in shares) | 7 | 7 |
Series E Preferred Stock | ||
Preferred stock designated shares (in shares) | 1,280 | 1,280 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series F Preferred Stock | ||
Preferred stock designated shares (in shares) | 3,908 | |
Preferred stock, shares issued (in shares) | 420 | 0 |
Preferred stock, shares outstanding (in shares) | 420 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||
General and Administrative | $ 1,415,844 | $ 2,033,367 | $ 3,782,596 | $ 5,500,036 |
Research and Development | 1,085,010 | 1,332,153 | 2,915,392 | 2,607,308 |
In-Process R&D Impairment | 1,904,314 | 0 | 1,904,314 | 0 |
Executive Severance | 0 | 0 | 0 | 962,833 |
Change in Fair Value of Contingent Consideration | 1,513,400 | 337,515 | 1,865,945 | 604,348 |
Total Operating Expenses | 5,918,568 | 3,703,035 | 10,468,247 | 9,674,525 |
Operating Loss | (5,918,568) | (3,703,035) | (10,468,247) | (9,674,525) |
Other Income (Expense), Net: | ||||
Change in Fair Value of Warranty Liability | 0 | (1,425,102) | 0 | (1,425,102) |
Interest Income, Net | 49,912 | 7,861 | 128,464 | 9,315 |
Other Income, Net | 105,715 | 937 | 94,493 | 5,148 |
Total Other Income (Expense), Net | 155,627 | (1,416,304) | 222,957 | (1,410,639) |
Net Loss | (5,762,941) | (5,119,339) | (10,245,290) | (11,085,164) |
Deemed Dividends from Warrant Reset Provision | (530,985) | 0 | (530,985) | 0 |
Net Loss Attributable to Common Shareholders, basic | (6,293,926) | (5,119,339) | (10,776,275) | (11,085,164) |
Net Loss Attributable to Common Shareholders, diluted | $ (6,293,926) | $ (5,119,339) | $ (10,776,275) | $ (11,085,164) |
Net Loss per Common Share - Basic (in usd per share) | $ (0.89) | $ (6.03) | $ (2.73) | $ (22.06) |
Net Loss per Common Share - Diluted (in usd per share) | $ (0.89) | $ (6.03) | $ (2.73) | $ (22.06) |
Weighted Average Shares Outstanding - Basic (in shares) | 7,106,900 | 848,534 | 3,948,181 | 502,436 |
Weighted Average Shares Outstanding - Diluted (in shares) | 7,106,900 | 848,534 | 3,948,181 | 502,436 |
Other Comprehensive Loss: | ||||
Net Loss | $ (5,762,941) | $ (5,119,339) | $ (10,245,290) | $ (11,085,164) |
Foreign Currency Translation Adjustments | (40,310) | (38,537) | (83,430) | (176,967) |
Comprehensive Loss | $ (5,803,251) | $ (5,157,876) | $ (10,328,720) | $ (11,262,131) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Series E Preferred Stock | Series F Preferred Stock | Public Offering | Private Placement | ELOC Purchases | Preferred Stock | Preferred Stock Series E Preferred Stock | Preferred Stock Series F Preferred Stock | Preferred Stock Public Offering | Common Stock | Common Stock Series E Preferred Stock | Common Stock Series F Preferred Stock | Common Stock Public Offering | Common Stock Private Placement | Common Stock ELOC Purchases | Additional Paid-In Capital | Additional Paid-In Capital Series E Preferred Stock | Additional Paid-In Capital Series F Preferred Stock | Additional Paid-In Capital Public Offering | Additional Paid-In Capital Private Placement | Additional Paid-In Capital ELOC Purchases | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2021 | 7 | 316,599 | ||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 14,579,048 | $ 0 | $ 3,166 | $ 135,541,662 | $ (120,879,349) | $ (86,431) | ||||||||||||||||||
Stock-Based Compensation | 417,328 | 417,328 | ||||||||||||||||||||||
Issuance of Common Stock from Panoptes Holdback Shares (in shares) | 10,087 | |||||||||||||||||||||||
Issuance of Common Stock from Panoptes Holdback Shares | 0 | $ 100 | (100) | |||||||||||||||||||||
Issuance of Common Stock (in shares) | 1,280 | 592,392 | ||||||||||||||||||||||
Issuance of Common Stock | $ 665,191 | $ 2,462,838 | $ 13 | $ 5,924 | $ 665,178 | $ 2,456,914 | ||||||||||||||||||
Conversion of Preferred Stock into Common Stock (in shares) | (1,280) | 160,000 | ||||||||||||||||||||||
Conversion of Preferred Stock into Common Stock | 0 | $ (13) | $ 1,600 | (1,587) | ||||||||||||||||||||
Reclassification of Warrant Liability | 3,674,791 | 3,674,791 | ||||||||||||||||||||||
Adjustments Due to the Rounding Impact from the Reverse Stock Split for Fractional Shares (in shares) | (33) | |||||||||||||||||||||||
Adjustments Due to the Rounding Impact from the Reverse Stock Split for Fractional Shares | (15,629) | (15,629) | ||||||||||||||||||||||
Foreign Currency Translation Adjustment | (176,967) | (176,967) | ||||||||||||||||||||||
Net Loss | (11,085,164) | (11,085,164) | ||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2022 | 7 | 1,079,045 | ||||||||||||||||||||||
Balance at Sep. 30, 2022 | 10,521,436 | $ 0 | $ 10,790 | 142,738,557 | (131,964,513) | (263,398) | ||||||||||||||||||
Offering costs | 136,401 | 505,020 | ||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2022 | 7 | 326,686 | ||||||||||||||||||||||
Balance at Jun. 30, 2022 | 8,761,968 | $ 0 | $ 3,266 | 135,828,737 | (126,845,174) | (224,861) | ||||||||||||||||||
Stock-Based Compensation | 130,153 | 130,153 | ||||||||||||||||||||||
Issuance of Common Stock (in shares) | 1,280 | 592,392 | ||||||||||||||||||||||
Issuance of Common Stock | 665,191 | 2,462,838 | $ 13 | $ 5,924 | 665,178 | 2,456,914 | ||||||||||||||||||
Conversion of Preferred Stock into Common Stock (in shares) | (1,280) | 160,000 | ||||||||||||||||||||||
Conversion of Preferred Stock into Common Stock | 0 | $ (13) | $ 1,600 | $ (1,587) | ||||||||||||||||||||
Reclassification of Warrant Liability | 3,674,791 | 3,674,791 | ||||||||||||||||||||||
Adjustments Due to the Rounding Impact from the Reverse Stock Split for Fractional Shares (in shares) | (33) | |||||||||||||||||||||||
Adjustments Due to the Rounding Impact from the Reverse Stock Split for Fractional Shares | (15,629) | (15,629) | ||||||||||||||||||||||
Foreign Currency Translation Adjustment | (38,537) | (38,537) | ||||||||||||||||||||||
Net Loss | (5,119,339) | (5,119,339) | ||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2022 | 7 | 1,079,045 | ||||||||||||||||||||||
Balance at Sep. 30, 2022 | 10,521,436 | $ 0 | $ 10,790 | 142,738,557 | (131,964,513) | (263,398) | ||||||||||||||||||
Offering costs | $ 136,401 | 505,020 | ||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 7 | 1,796,472 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | 11,407,600 | $ 0 | $ 17,986 | 146,035,314 | (134,462,959) | (182,741) | ||||||||||||||||||
Stock-Based Compensation | 572,600 | 572,600 | ||||||||||||||||||||||
Issuance of Common Stock (in shares) | 3,908 | 2,197,628 | 52,798 | 125,000 | ||||||||||||||||||||
Issuance of Common Stock | 5,595,962 | $ 115,715 | $ 442,310 | $ 39 | $ 21,976 | $ 528 | $ 1,250 | $ 5,573,947 | $ 115,187 | $ 441,060 | ||||||||||||||
Issuance of Common Stock from Warrant Exercises (in shares) | 50,000 | |||||||||||||||||||||||
Issuance of Common Stock from Warrant Exercises | 298,500 | $ 500 | 298,000 | |||||||||||||||||||||
Conversion of Preferred Stock into Common Stock (in shares) | (3,488) | 3,170,592 | ||||||||||||||||||||||
Conversion of Preferred Stock into Common Stock | $ 0 | $ (34) | $ 31,707 | $ (31,673) | ||||||||||||||||||||
Issuance of Common Stock from Restricted Stock Awards (in shares) | 296,750 | |||||||||||||||||||||||
Issuance of Common Stock from Restricted Stock Awards | 0 | $ 2,968 | (2,968) | |||||||||||||||||||||
Foreign Currency Translation Adjustment | (83,430) | (83,430) | ||||||||||||||||||||||
Net Loss | (10,245,290) | (10,245,290) | ||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2023 | 427 | 7,689,240 | ||||||||||||||||||||||
Balance at Sep. 30, 2023 | 8,103,969 | $ 5 | $ 76,915 | 153,001,469 | (144,708,249) | (266,171) | ||||||||||||||||||
Offering costs | $ 729,038 | $ 84,285 | ||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2023 | 957 | 6,910,720 | ||||||||||||||||||||||
Balance at Jun. 30, 2023 | 13,642,355 | $ 10 | $ 69,129 | 152,744,385 | (138,945,308) | (225,861) | ||||||||||||||||||
Stock-Based Compensation | 264,865 | 264,865 | ||||||||||||||||||||||
Conversion of Preferred Stock into Common Stock (in shares) | (530) | 481,770 | ||||||||||||||||||||||
Conversion of Preferred Stock into Common Stock | $ 0 | $ (5) | $ 4,818 | $ (4,813) | ||||||||||||||||||||
Issuance of Common Stock from Restricted Stock Awards (in shares) | 296,750 | |||||||||||||||||||||||
Issuance of Common Stock from Restricted Stock Awards | 0 | $ 2,968 | (2,968) | |||||||||||||||||||||
Foreign Currency Translation Adjustment | (40,310) | (40,310) | ||||||||||||||||||||||
Net Loss | (5,762,941) | (5,762,941) | ||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2023 | 427 | 7,689,240 | ||||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 8,103,969 | $ 5 | $ 76,915 | $ 153,001,469 | $ (144,708,249) | $ (266,171) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Series E Preferred Stock | |||
Offering costs | $ 136,401 | $ 136,401 | |
Public Offering | |||
Offering costs | $ 505,020 | $ 729,038 | $ 505,020 |
Private Placement | |||
Offering costs | $ 84,285 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net Loss | $ (10,245,290) | $ (11,085,164) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization of Intangible Assets | 43,863 | 31,324 |
Reduction of Right-of-Use Assets | 98,073 | 113,574 |
Stock-Based Compensation | 572,600 | 417,328 |
In-Process R&D Impairment | 1,904,314 | 0 |
Change in Fair Value of Contingent Consideration | 1,865,945 | 604,348 |
Change in Fair Value of Warranty Liability | 0 | 1,425,102 |
Gain on Disposal of Equipment | 0 | (4,211) |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses and Other Current Assets | 98,854 | 342,029 |
Tax Receivables | (18,996) | (1,174,109) |
Other Assets | 939 | 2,596 |
Accounts Payable | (848,651) | 635,153 |
Operating Lease Liabilities | (86,863) | (124,784) |
Accrued Expenses | (360,398) | 517,681 |
Net Cash Used in Operating Activities | (6,975,610) | (8,299,133) |
Investing Activities: | ||
Proceeds on Sale of Equipment | 0 | 6,375 |
Net Cash Provided by Investing Activities | 0 | 6,375 |
Financing Activities: | ||
Proceeds from Private Placement, Net of Offering Costs | 200,000 | 0 |
Exercise of Warrants | 298,500 | 0 |
Net Cash Provided by Financing Activities | 6,452,487 | 5,377,719 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | (86,164) | (133,998) |
Net Change in Cash, Cash Equivalents and Restricted Cash | (609,287) | (3,049,037) |
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 6,013,816 | 7,899,690 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 5,404,529 | 4,850,653 |
Supplemental Disclosures of Noncash Operating and Financing Activities | ||
Recognition of Right-of-Use Assets and Related Lease Liabilities | 0 | 55,415 |
Conversion of Preferred Stock into Common Stock | 31,707 | 1,600 |
Grant of Restricted Stock Awards | 2,968 | 0 |
Amounts Owed for Fractional Shares Related to the Reverse Stock Split in Accounts Payable | 0 | 15,629 |
Public Offering | ||
Financing Activities: | ||
Proceeds from Public Offering and ELOC Purchases | 6,325,000 | 5,882,739 |
Public and Private Placement Offering Costs | (729,038) | (505,020) |
Private Placement | ||
Financing Activities: | ||
Public and Private Placement Offering Costs | (84,285) | 0 |
ELOC Purchases | ||
Financing Activities: | ||
Proceeds from Public Offering and ELOC Purchases | $ 442,310 | $ 0 |
Business, Presentation and Rece
Business, Presentation and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business, Presentation and Recent Accounting Pronouncements | Business, Presentation and Recent Accounting Pronouncements Overview Kiora Pharmaceuticals, Inc. (“Kiora” or the “Company”) was formed as a Delaware corporation on December 28, 2004. Kiora is a clinical-stage specialty pharmaceutical company developing and commercializing therapies for the treatment of orphan retinal diseases. Since its inception, Kiora has devoted substantially all its efforts to business planning, research and development, and raising capital. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s consolidated financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes previously distributed in the Company’s 2022 Annual Report on Form 10-K dated March 23, 2023. The balance sheet as of December 31, 2022 was derived from audited consolidated financial statements of the Company but does not include all the disclosures required by U.S. GAAP. Reverse Stock Split On September 23, 2022, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-forty ("1-for-40") reverse stock split of its outstanding common stock. The Amendment was approved by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on September 23, 2022, and by the Company’s board of directors. The amendment became effective on September 27, 2022. The reverse stock split affected all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the reverse stock split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, and restricted stock awards issued by the Company and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, and restricted stock awards, and, in the case of stock options, a proportionate increase in the exercise price of all such stock options. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment was reduced proportionately. The reverse stock split did not affect the number of shares or par value of common stock authorized for issuance under the Company’s Amended and Restated Certificate of Incorporation, which remained at 50,000,000 shares. No fractional shares were issued as a result of the reverse stock split. Stockholders of record who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof. The reverse stock split affected all stockholders proportionately and did not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share). As a result of the reverse stock split, the number of the Company’s outstanding shares of common stock as of September 27, 2022 decreased from 43,163,123 (pre-split) shares to 1,079,045 (post-split) shares. All share and per share amounts in the accompanying condensed consolidated financial statements, related footnotes, and management’s discussion and analysis have been adjusted retroactively to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. While the number of warrants outstanding did not change, the underlying shares did and are presented reflecting the split. The Company’s common stock began trading on The Nasdaq Capital Market on a split-adjusted basis when the market opened on September 27, 2022. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that Kiora will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2023, Kiora had unrestricted Cash and Cash Equivalents of $5.4 million, and an Accumulated Deficit of $144.7 million. Kiora has incurred losses and negative cash flows since inception, and future losses are anticipated. Based on the cash on hand as of September 30, 2023, the Company anticipates having sufficient cash to fund planned operations into May 2024, however, the acceleration or reduction of cash outflows by Company management can significantly impact the timing for the need to raise additional capital to complete development of its products. To continue development, Kiora will need to raise additional capital through equity financing, license agreements, and/or grants. Although historically the Company has been successful at raising capital, most recently raising net proceeds of approximately $5.6 million in a public offering that closed on June 6, 2023, as well as an equity line of credit that provides an additional $9.6 million (subject to certain limitations), additional capital may not be available on terms favorable to Kiora, if at all. The Company does not know if any future offerings will succeed. Accordingly, no assurances can be given that Company management will succeed in these endeavors. The factors described above have caused management to determine there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. Significant Accounting Policies Refunds for Research and Development Kiora, through its Kiora Pharmaceuticals GmbH and Kiora Pharmaceuticals Pty Ltd subsidiaries, is entitled to receive certain refundable tax incentives associated with eligible research and development expenses in Austria and Australia, respectively. These refunds are realized in the form of a cash payment in the year following the incurred research and development expenses. The Company records estimates of the refundable payment as a tax receivable and a reduction in expense in the period in which the research and development expenses are incurred. In-Process Research and Development The Company records in-process R&D projects acquired in asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project as an indefinite-lived intangible asset and evaluates this asset annually for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. The Company performed an annual evaluation of its indefinite-lived intangible assets for impairment as of August 31, 2023 with a quantitative analysis using the Income Approach. As of September 30, 2023, the estimated fair value of the KIO-101 and KIO-201 assets was less than their carrying value due to the strategic decision to stop development leading to commercialization and seek partnership for all future development. Accordingly, the Company recognized an impairment loss of $1.9 million which is shown in the Condensed Consolidated Statement of Operations and Comprehensive Loss in the line In-process R&D Impairment. At September 30, 2023 and 2022, there was $8.7 million and $10.6 million, respectively, of in-process R&D as part of intangible assets and in-process R&D, net on the Condensed Consolidated Balance Sheets. |
Balance Sheet Information
Balance Sheet Information | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Information | Balance Sheet Information Cash, Cash Equivalents and Restricted Cash A summary of cash and cash equivalents and restricted cash is as follows: September 30, 2023 December 31, 2022 Cash and Cash Equivalents $ 5,400,498 $ 5,964,556 Restricted Cash, Non-current 4,031 49,260 Total Cash, Cash Equivalents and Restricted Cash $ 5,404,529 $ 6,013,816 Non-current restricted cash consists of deposits with financial institutions for corporate credit cards, and such amounts are included in prepaid expenses and other current assets. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: September 30, 2023 December 31, 2022 Prepaid Insurance $ 116,853 $ 117,315 Prepaid Research and Development 49,377 128,429 Other 73,161 97,325 Total Prepaid Expenses and Other Current Assets $ 239,391 $ 343,069 Accrued Expenses Accrued expenses consist of the following: September 30, 2023 December 31, 2022 Payroll and Benefits $ 828,694 $ 1,312,443 Professional Fees 68,819 282,721 Clinical Trials 424,026 57,020 Other 140,172 183,750 Total Accrued Expenses $ 1,461,711 $ 1,835,934 |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value DisclosuresFair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction to a third party under current market conditions at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. In connection with historical acquisitions, additional consideration may be paid related to the achievement of certain milestones and such contingent consideration is required by U.S. GAAP to be presented at fair value. The following table provides information for liabilities measured at fair value on a recurring basis using Level 3 inputs: September 30, 2023 December 31, 2022 Contingent Consideration: Current $ 495,000 $ 322,385 Non-current 5,002,505 3,309,175 Total Contingent Consideration $ 5,497,505 $ 3,631,560 The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows for certain milestones. Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific milestones. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using the following unobservable Level 3 inputs: Valuation Technique Unobservable Inputs September 30, 2023 December 31, 2022 Discounted cash flow Payment discount rate 13.6 % 14.7 % Bayon Payment period 2023 - 2028 2023 - 2028 Panoptes Payment period 2025 - 2028 2024 - 2028 Jade Payment period 2027 2026 Bayon Probability of success for payment 42% - 100% 17% - 67% Panoptes Probability of success for payment 30% - 33% 17% - 36% Jade Probability of success for payment 56 % 56 % Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the above table is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. The change in fair value of contingent consideration of $1.5 million for the three months ended September 30, 2023, was primarily driven by an increase in the estimated probability of success for the Bayon milestones due to the addition of two new disease indications for KIO-301, specifically Choroideremia and Stargardt disease and the increased probability of the Panoptes milestone due to the addition of KIO-104 in Posterior Non-infectious Uveitis. The change in fair value of contingent consideration of $1.9 million for the nine months ended September 30, 2022 was primarily driven by these same factors. The change in fair value of contingent consideration is recorded within operating expenses on the accompanying condensed consolidated statements of operation and comprehensive loss. The Company records in-process R&D projects acquired in asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project as an indefinite-lived intangible asset and evaluates this asset annually for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. ASC 350 allows an entity to first assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired. If it is more likely than not that the asset is impaired, the entity must calculate the fair value of the asset and record an impairment charge if the carrying amount exceeds fair value. If an entity concludes that it is not more likely than not that the asset is impaired, no further action is required. An indefinite- lived intangible asset should be tested for impairment if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. If such events or changes have occurred, a quantitative assessment is required. If an entity bypasses the qualitative assessment or determines from its qualitative assessment that an indefinite-lived intangible asset is more likely than not impaired, a quantitative impairment test should be performed. The quantitative impairment test compares the fair value of an indefinite-lived intangible asset with the asset’s carrying amount. If the fair value of the indefinite-lived intangible asset is less than the carrying amount, an impairment loss should be recognized in an amount equal to the difference in accordance with ASC 350-30-35-19. The Company values in-process R&D related to asset acquisitions using the Income Approach which measures the value of an asset by the present value of its future economic benefits. These benefits can include interest and principal payments, earnings, cost savings, tax deductions, or proceeds from its disposition. Value indications are developed by discounting expected cash flows at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation, and risks associated with the particular investment. The selected discount rate is generally based on rates of return available from alternative investments of similar type and quality. The Company engaged a third-party valuation firm to complete a quantitative assessment of in-process R&D as of August 31, 2023 which includes the following unobservable Level 3 inputs: Valuation Technique Unobservable Inputs Input Discount Rate KIO-101 Relief from Royalty Method Probability of success for next development phase 17 % 30 % KIO-104 Multi-Period Excess Earnings Method Probability of success for next development phase 17% to 36% 25 % KIO-201 Relief from Royalty Method Probability of success for next development phase 17% to 46% 30 % KIO-301 Multi-Period Excess Earnings Method Probability of success for next development phase 17% to 67% 25 % |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Capital Stock | Capital Stock In connection with the Company’s acquisition of Panoptes Pharma GmbH (“Panoptes”) in December 2020, on June 18, 2022, the Company issued an aggregate of 10,086 shares of common stock to former shareholders of Panoptes, which had been held back for a period of eighteen months following the closing of the Panoptes acquisition to satisfy post-closing adjustment and indemnification obligations pursuant to the terms of the Share Purchase Agreement between the Company and the former shareholders of Panoptes. On July 22, 2022, the Company entered into an underwriting agreement to issue and sell stock and warrants in a public offering. On July 25, 2022, the underwriter fully exercised the over-allotment option granted by the Company to purchase stock and warrants. On July 26, 2022, the public offering closed, and the Company issued and sold (i) 592,392 shares of common stock (including 98,138 shares of common stock sold pursuant to the exercise of the over-allotment option), (ii) 1,280 shares of Series E Convertible Preferred Stock convertible into up to 160,000 shares of common stock, (iii) 30,095,697 Class A Warrants (including 3,925,525 Class A Warrants sold pursuant to the exercise of the over-allotment option), and (iv) 30,095,697 Class B Warrants (including 3,925,525 Class B Warrants sold pursuant to the exercise of the over-allotment option). Upon exercise, the warrants will convert on a 40 for 1 basis into a total of 1,504,785 common shares. The public offering price of $8.00 per share of common stock, Class A Warrant and Class B Warrant or $1,000 per share of Series E Convertible Preferred Stock, 5,000 Class A Warrants and 5,000 Class B Warrants resulted in net proceeds to the Company of approximately $5.3 million net of underwriting discount and commissions of $0.4 million and expense of $0.3 million. Each warrant is exercisable at a price per share of common stock of $8.00. The Class A Warrants expired on September 23, 2023 and the Class B Warrants will expire on September 23, 2027. The exercise prices of the warrants are subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. During August 2022, all holders of the Series E Preferred Shares issued in the July 2022 public offering elected to convert their Series E Preferred Shares into 160,000 shares of common stock. On November 17, 2022, the Company entered into warrant exercise inducement offer letters with some of the Class A Warrant holders who agreed to exercise for cash all of their Class A Warrants to purchase 654,609 shares of common stock originally issued in the July 2022 public offering in exchange for the Company's agreement to issue new warrants (the “Inducement Warrants”) on substantially the same terms as the Class A Warrants to purchase up to 654,609 shares of common stock. Each Inducement Warrant is exercisable at a price per share of common stock of $5.97. Each Inducement Warrant became initially exercisable six months following its date of issuance, and will expire on the eighteen month anniversary of their initial exercise date. The Company received aggregate gross proceeds of approximately $3.1 million from the exercise of the Class A Warrants by the selling stockholders and the sale of the Inducement Warrants. The Company paid its placement agent in connection with the inducement transactions a fee equal to 8% of gross proceeds from the exercise of the Class A Warrants. On February 3, 2023, the Company completed a private placement with Lincoln Park Capital, LLC ("Lincoln Park") for 52,798 shares of common stock and warrants to purchase up to 105,596 shares of common stock. The total net proceeds from the private placement were approximately $0.1 million. The warrants have an exercise price of $3.538 per share, subject to adjustments as provided under the terms of the warrants, and will be exercisable on the six-month anniversary of the closing date. The warrants are exercisable for five years from the issuance date. On February 3, 2023, the Company also entered into a purchase agreement with Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from the Company up to an aggregate of $10.0 million of common stock (subject to certain limitations), from time to time and at the Company's sole discretion over the term of the purchase agreement. On February 22, 2023, the Company completed its first issuance under this agreement for a total of 20,000 shares sold to Lincoln Park for proceeds of $0.1 million. In April 2023, the Company completed additional issuances for a total of 105,000 shares sold to Lincoln Park for proceeds of $0.3 million. On March 30, 2023, the Company entered into an underwriting agreement to issue and sell stock and warrants in a public offering. On June 6, 2023, the public offering closed, and the Company issued and sold (i) 2,197,628 shares of common stock (including 750,000 shares of common stock sold pursuant to the exercise of the over-allotment option), (ii) 3,908 shares of Series F Convertible Preferred Stock convertible into up to 3,552,372 shares of common stock, (iii) 5,750,000 Class C Warrants (including 750,000 Class C Warrants sold pursuant to the exercise of the over-allotment option), and (iv) 5,750,000 Class D Warrants (including 750,000 Class D Warrants sold pursuant to the exercise of the over-allotment option). The public offering price of $1.10 per share of common stock, Class C Warrant and Class D Warrant, and $999.90 per share of Series F Convertible Preferred Stock, 909 Class C Warrants and 909 Class D Warrants, resulted in net proceeds to the Company of approximately $5.6 million net of underwriting discount and commissions of $0.5 million and other expenses of $0.2 million. On June 6, 2023, the underwriter fully exercised the over-allotment option granted by the Company to purchase stock and warrants. Each Warrant is exercisable at a price per share of common stock of $1.10. The Class C Warrants will expire on June 6, 2028 and the Class D Warrants will expire on June 6, 2024. The exercise prices of the warrants are subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. In addition, on August 5th, the 60th calendar day immediately following the initial exercise day, the exercise price of the warrants were reduced to $0.5231 per share pursuant to the reset provision which stated that the warrants would be reduced to the lesser of (i) the exercise price then in effect and (ii) 90% of the average of the volume weighted average price of the Company's common stock for the five (5) trading day period immediately prior to the reset date. In accordance with ASU 2021-04, the warrant reset of the exercise price was evaluated as a modification of equity-classified written call options. Modifications or exchanges that are not related to debt or equity financings, compensation for goods or services, or other exchange transactions within the scope of other guidance should be recognized as a dividend consistent with ASC 815-40-35-17(d). The dividend amount is measured as the excess, if any, of the fair value of the modified or exchanged instrument over the fair value of that instrument immediately before it is modified or exchanged in accordance with ASC 815-40-35-16. The Company considered the guidance in paragraphs 815-40-35-14 through 35-17 and determined that the circumstances of the warrant modification indicate that the modification is executed separate from a new equity offering, debt origination or debt modification. As such, on August 7, 2023, the date on which the modification became effective, the incremental change in the fair value of the 11,500,000 outstanding warrants was recognized as a deemed dividend totaling $0.5 million that increases net loss attributable to common stockholders in accordance with paragraph 815-40-35- 17(d) and ASC 260-10-45-15. During June 2023, 2,958 shares of Series F Convertible Preferred Stock were converted into 2,688,822 shares of common stock. During July and August 2023, 530 shares of Series F Convertible Preferred Stock were converted into 481,770 shares of common stock. |
Intangible Assets and In-Proces
Intangible Assets and In-Process R&D | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and In-Process R&D | Intangible Assets and In-Process R&D Intangible assets at September 30, 2023 consist of the rights to trade-secrets and know-how related to the manufacturing of KIO-201. During the third quarter of 2018, the Company entered into an intellectual property license agreement with SentrX Animal Care, Inc. (“SentrX”) with respect to certain rights relating to the manufacturing of KIO-201. The intangible assets were recorded at $0.3 million, representing the upfront payment paid to SentrX. The Company’s intangible assets are amortized on a straight-line basis over the estimated useful lives. Additionally, in-process R&D as of September 30, 2023 and 2022 consists of projects acquired from the acquisitions of Jade, Bayon and Panoptes that have not reached technological feasibility and which have no alternative future use. Once the R&D process is complete, the Company will amortize the R&D asset over its remaining useful life. The Company periodically evaluates these assets for impairment. Intangible assets and in-process R&D consists of the following: Estimated Useful September 30, 2023 December 31, 2022 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (125,000) (106,250) Intangible Assets, Net 125,000 143,750 In-Process R&D 8,695,100 10,599,414 Total Intangible Assets and In-Process R&D, Net $ 8,820,100 $ 10,743,164 As of September 30, 2023, the estimated fair value of the Jade assets was less than their carrying value. Accordingly, the Company recognized an impairment of $1.9 million. See Note 1 for additional discussion of IPR&D and impairment loss. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | WarrantsThe following is a summary of warrant activity for the Company’s equity-classified warrants for the nine months ended September 30, 2023 and 2022: Number of Common Shares Weighted Average Weighted Average Outstanding at December 31, 2022 1,597,606 $ 21.22 3.07 Issued 11,605,596 $ 0.55 2.40 Exercised (50,000) $ 5.97 Expired (72,503) $ 108.80 Outstanding at September 30, 2023 13,080,699 $ 2.45 2.70 Outstanding at December 31, 2021 168,932 $ 199.65 3.42 Issued 1,504,786 $ 8.00 2.72 Expired (11,112) $ 900.00 Outstanding at September 30, 2022 1,662,606 $ 150.40 3.14 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share - Basic and Diluted | Net Loss per Share - Basic and Diluted Basic and diluted net loss per share is computed by dividing net loss available to common shareholders as adjusted for deemed dividends by the weighted-average number of common shares outstanding for the time period, which for basic net loss per share, does not include the weighted-average unvested restricted common stock that has been issued and is subject to forfeiture totaling 172,125 and 0 shares for the three months ended September 30, 2023 and 2022, respectively, and 212,675 and 0 for the nine months ended September 30, 2023 and 2022, respectively. Dilutive common equivalent shares consist of stock options, warrants, and preferred stock and are calculated using the treasury stock method, which assumes the repurchase of common shares at the average market price during the period. Under the treasury stock method, options and warrants will have a dilutive effect when the average price of common stock during the period exceeds the exercise price of options or warrants. Common equivalent shares do not qualify as participating securities. In periods where the Company records a net loss unvested restricted common stock and potential common stock equivalents are not included in the calculation of diluted net loss per share as their effect would be anti-dilutive. The following is a summary of potential common shares excluded from the calculation of net loss per share as of September 30: 2023 2022 Common Stock Warrants 13,080,699 1,662,606 Employee Stock Options 831,253 12,650 Restricted Stock 237,916 2 Preferred Stock 381,832 52 Common Stock Reserved for Future Issuance 165,491 — Total Shares of Common Stock Issuable 14,697,191 1,675,310 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans In 2005, the Company approved the 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the granting of stock options (incentive and nonqualified), restricted stock or other stock-based awards to employees, officers, directors, consultants, and advisors. During 2010, the maximum number of shares of Common Stock that may be issued pursuant to the 2005 Plan was increased to 59,414 shares. The Board of Directors (the “Board”) is responsible for administration of the 2005 Plan. The Company’s Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of fair value in the case of holders of more than 10% of the Company’s voting stock) and with a term not to exceed ten years from the date of the grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Nonqualified stock options may be granted to any officer, employee, consultant, or director at an exercise price per share of not less than the par value per share. Following adoption of the 2014 Equity Incentive Plan (the “2014 Plan”), no further grants were made under the 2005 Plan. General terms of the 2014 Plan remain the same as that of the 2005 plan. The Company’s Board adopted the 2014 Plan and the Employee Stock Purchase Plan (the “ESPP”), and the Company’s Stockholders approved the 2014 Plan and the ESPP Plan in February 2015. In January 2023, the number of shares of common stock issuable under the 2014 Plan automatically increased by 76,632 shares pursuant to the terms of the 2014 Plan. Additionally, pursuant to a shareholder vote on September 27, 2023, the 2014 Plan was increased by 1,000,000 shares. As of September 30, 2023, the maximum number of shares of Common Stock that may be issued pursuant to the ESPP was 284, of which 191 shares were available for future issuance. As of September 30, 2023, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan was 1,297,363 of which 165,300 shares were available for awards. Stock-based compensation expense is presented in the same expense line items as cash compensation earned and for the three and nine months ended September 30 is as follows: Three months ended September 30 Nine months ended September 30 2023 2022 2023 2022 Research and Development $ 118,439 $ 19,625 $ 249,352 $ 78,786 General and Administrative 146,426 110,528 323,248 338,542 Total Stock-Based Compensation Expense $ 264,865 $ 130,153 $ 572,600 $ 417,328 Stock Options The Company grants time-based stock options which generally vest one-third of the underlying shares on the one-year anniversary of the grant date and the remainder vest ratably over a 24-month period. The Company has also issued grants with a four year vesting term, of which one-fourth of the underlying shares vested immediately, one-fourth on the one-year anniversary of the grant date and the remainder vest ratably over a 24-month period.The fair value of time-based stock options is determined using the Black-Scholes Option Pricing Model, with such value recognized as expense over the service period, which is typically three years, net of actual forfeitures. A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the nine months ended September 30, 2023 and 2022 is shown in the following table. Nine months ended September 30 2023 2022 Risk-Free Interest Rate 4.54 % 2.42 % Expected Life (years) 5.52 5.00 Expected Stock Price Volatility 141 % 140 % Expected Dividend Yield — % — % The weighted average grant date fair value of options granted during the nine months ended September 30, 2023 and 2022 was $1.01 and $27.02, respectively. The expected term of the options granted is calculated in accordance with the simplified method, whereby for service-based awards the expected life is calculated as a midpoint between the vest and expiry period. The Company uses the simplified method as there is not a sufficient history of share option exercises. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option. Unamortized compensation expense related to the options amounted to $1.0 million as of September 30, 2023 and is expected to be recognized over a weighted average period of approximately 2.33 years. Following is a summary of stock option activity for the nine months ended September 30, 2023: Number of Weighted Average Weighted Average Outstanding at December 31, 2022 84,722 $ 36.90 9.59 Granted 764,400 $ 1.11 Expired (417) $ 86.42 Forfeited (17,452) $ 6.05 Outstanding at September 30, 2023 831,253 $ 4.61 9.60 Exercisable and vested at September 30, 2023 149,764 $ 16.58 9.78 The stock options outstanding and exercisable as of September 30, 2023 had an aggregate intrinsic value of $1,184. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for options that had exercise prices lower than $0.57, the closing price of the Company’s stock on September 30, 2023. Restricted Stock Awards Restricted stock compensation expense is recognized over the vesting period, which is typically one-third of the underlying shares on the one-year anniversary of the grant date and the remainder vest ratably over a 24-month period. Unamortized compensation expense related to the restricted stock awards amounted to $0.4 million as of September 30, 2023 and is expected to be recognized over a weighted average period of approximately 2.79 years. The following is a summary of restricted stock activity for the nine months ended September 30, 2023: Number of Weighted Average Weighted Average Non-vested Outstanding at December 31, 2022 30,000 $ 6.78 2.79 Awarded 270,050 $ 1.06 Released (58,834) $ 0.72 Forfeited (3,300) $ 3.83 Non-vested Outstanding at September 30, 2023 237,916 $ 1.82 2.79 Employee Stock Purchase Plan The Company has a non-qualified Employee Stock Purchase Plan ("ESPP"), which provides for the issuance of shares of the Company’s common stock to eligible employees of the Company that elect to participate in the plan and purchase shares of common stock through payroll deductions at a discounted price. Six month offering periods are made at the Board’s discretion. The ESPP provides for 284 aggregate shares of the Company’s common stock for participants to purchase. As of September 30, 2023 and 2022, the remaining shares reserved for future offerings was 191. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases its office facilities as well as other property under operating leases. In February 2022, the Company entered a lease for an office facility in Encinitas, California (the Encinitas Lease"). The Encinitas Lease commenced in May, 2022 for a term of 18 months. The Company recorded a right-of-use asset asset and lease liability upon lease commencement in May 2022. In October 2019, the Company through its subsidiary Kiora Pharmaceuticals GmbH, entered into a lease in Austria commencing in November 2019 for a term of a 4 years. The Company recorded a right-of-use asset and lease liability upon lease commencement. On May 16, 2022, a nominal short-term lease commenced in Australia. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The remaining lease terms range from less than 1 month to 2 months. The Company’s Waltham, Massachusetts lease ended March 31, 2022. The Company has subsequently extended the Encinitas and Austria leases, see Note 10. Total operating lease cost for the three months ended September 30, 2023 and 2022 was $50,482 and $39,511, respectively. Total operating costs for the nine months ended September 30, 2023 and 2022 was $121,159 and $120,274, respectively. Operating lease costs include a nominal short-term and variable lease cost. Maturities of operating lease liabilities as of September 30, 2023 are as follows: Years Ending December 31, 2023 (remaining months) $ 18,725 Total Lease Liabilities 18,725 Less Current Portion (18,725) $ — License and Exclusive Rights Agreements The Company is a party to seven license agreements as described below. These license agreements require the Company to pay or receive royalties or fees to or from the counterparties based on revenue or milestones related to the licensed technology. On July 2, 2013, the Company (through its subsidiary, Kiora Pharmaceuticals, GmbH) entered into a patent and know-how assignment agreement with 4SC Discovery GmbH (“4SC”) transferring to the Company all patent rights and know-how to the compound KIO-101. The Company is responsible for paying royalties of 3.25% on net sales of KIO-101. On July 2, 2013, the Company (through its subsidiary, Kiora Pharmaceuticals, GmbH) entered into an out-license agreement with 4SC granting 4SC the exclusive worldwide right to commercialize the compound KIO-101 for rheumatoid arthritis and inflammatory bowel disease, including Crohn’s Disease and Ulcerative Colitis. The Company is eligible to receive milestone payments totaling up to €155 million, upon and subject to the achievement of certain specified developmental and commercial milestones. The Company has not received any milestones payments from 4SC. In addition, the Company is eligible to receive royalties of 3.25% on net sales of KIO-101. On September 12, 2013, the Company (through its subsidiary, Jade Therapeutics, Inc.) entered into an agreement with Lineage Cell Therapeutics, Inc. (“Lineage”), formerly known as BioTime, Inc. granting to the Company the exclusive worldwide right to commercialize cross-linked thiolated carboxymethyl hyaluronic acid (“modified HA”) for ophthalmic treatments in humans. The agreement requires the Company to pay an annual fee of $30,000 and a royalty of 6% on net sales of KIO-201 to Lineage based on revenue relating to any product incorporating the modified HA technology. The agreement expires when patent protection for the modified HA technology lapses in August 2027. On November 17, 2014, the Company (through its subsidiary Kiora Pharmaceuticals GmbH) entered into an intellectual property and know-how licensing agreement with Laboratoires Leurquin Mediolanum S.A.S. (“Mediolanum”) for the commercialization of KIO-101 (the “Mediolanum Agreement”) in specific territories. Under the Mediolanum agreement, the Company out-licensed rights to commercialize KIO-101 for uveitis, dry eye and viral conjunctivitis in Italy, and France. This Agreement was amended on December 10, 2015 to also include Belgium and Netherlands. Under the Mediolanum Agreement, Mediolanum is obligated to pay up to approximately €20 million in development and commercial milestones and a 7% royalty on net sales of KIO-101 in the territories through the longer of the expiry of the valid patents covering KIO-101 or 10 years from the first commercial sale. The royalty is reduced to 5% after patent expiry. On September 7, 2023, the Company (through its subsidiary Kiora Pharmaceuticals GmbH) agreed to a settlement agreement with Mediolanum to terminate the existing out-licensing rights by Mediolanum to commercialize KIO-101 for uveitis, dry eye and viral conjunctivitis in Italy, France, Belgium and Netherlands including all related commercial milestone payments and royalty obligations. The Company agreed to pay a termination fee of $0.1 million, of which $50,000 was paid upon execution of the agreement, and $50,000 is payable on the one year anniversary of the termination and is accrued for in the accompanying condensed consolidated financial statements. On September 26, 2018, the Company entered into an intellectual property licensing agreement (the “SentrX Agreement”) with SentrX, a veterinary medical device company that develops and manufactures veterinary wound care products. Under the SentrX Agreement, the Company in-licensed the rights to trade secrets and know-how related to the manufacturing of KIO-201. The SentrX Agreement enables the Company to pursue a different vendor with a larger capacity for manufacturing and an FDA-inspected facility for commercialization of a product for human use. Under the SentrX Agreement, SentrX is eligible to receive milestone payments totaling up to $4.75 million, upon and subject to the achievement of certain specified developmental and commercial milestones. On June 7, 2023, the Company entered into an amendment agreement (the "SentrX First Amendment") whereby SentrX removed the Company's obligation to make any further payments, milestone or otherwise.The term of the amendment agreement remains unchanged, which is until the product is no longer in the commercial marketplace. In addition, on June 7, 2023, the Company entered into a new exclusive license agreement (the "New SentrX Agreement") with SentrX, whereby the Company out-licensed certain KIO-201 patents for use in animal health and veterinary medicine. Under the New SentrX Agreement, SentrX is obligated to pay the Company a flat low single-digit royalty on net sales, and is effective until the last licensed patent terminates. On May 1, 2020, the Company (through its subsidiary, Bayon Therapeutics, Inc.) entered into an agreement with the University of California (“UC”) granting to the Company the exclusive rights to its pipeline of photoswitch molecules. The agreement requires the Company to pay an annual fee to UC of $5,000, as well as payments to UC upon the achievement of certain development milestone and royalties based on revenue relating to any product incorporating KIO-301. The Company is obligated to pay royalties on net sales of two percent (2%) of the first $250 million of net sales, one and a quarter percent (1.25%) of net sales between $250 million and $500 million, and one half of one percent (0.5%) of net sales over $500 million. The agreement expires on the date of the last-to-expire patent included in the licensed patent portfolio which is January 2030. On May 1, 2020, the Company (through our subsidiary, Bayon Therapeutics, Inc.) entered into an agreement with Photoswitch Therapeutics, Inc. (“Photoswitch”) granting to the Company access to certain patent applications and IP rights with last-to-expire patent terms of January 2030. The agreement calls for payments to Photoswitch upon the achievement of certain development milestones and upon first commercial sale of the product. Contingent Considerati on The purchase price of various acquisitions in prior periods included contingent consideration, which consisted of various cash earn-out payments upon the achievement of certain milestones. Below are the maximum obligation payments per the respective agreements and estimated fair value of contingent consideration payments remaining as of September 30, 2023. Maximum Obligation Current Fair Bayon $ 7,135,000 $ 2,709,945 Panoptes 9,500,000 2,043,169 Jade 2,164,451 744,391 $ 18,799,451 $ 5,497,505 Other In the normal course of business, the Company periodically becomes involved in various claims and lawsuits, as well as governmental proceedings and investigations that are incidental to the business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and amount of the claim, and an estimate of the possible loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. With respect to governmental proceedings and investigations, like other companies in the industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the U.S. and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property. These policies provide coverage for a variety of potential losses, including loss or damage to property, bodily injury, general commercial liability, professional errors and omissions and medical malpractice. On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. As guidance is released the Company is continually evaluating the impact of the recently enacted law. However, the Company does not expect the impact to be material to its accompanying condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On September 27, 2023, the Company, through its subsidiary Kiora Pharmaceuticals GmbH, entered into a new office lease agreement for its office in Vienna, Austria which will commence on October 15, 2023 for a term of 60 months, expiring on October 14, 2028. The prior office lease ended October 31, 2023. On October 10. 2023, the Company entered into an agreement to extend the office facility lease in Encinitas, California for an additional 18 months, extending the lease expiration to April 30, 2025. On October 30, 2023, the Company, through its subsidiary, Bayon Therapeutics, Inc., entered into an agreement with the University of California (“UC”) to amend its licensing agreement dated May 1, 2020 effective November 5, 2023, granting the Company exclusive rights to a patent application covering specific formulations of KIO-301, which was previously jointly owned by UC and Bayon. Further, Bayon has the ability to assign or transfer the agreement providing written notice is given within at least 15 days prior to any such assignment, providing written assignment agreement by successor within 30 days, and by paying an assignment fee of $30,000 within thirty days of the assignment. Per the terms of the agreement, upon execution of the amendment the Company was required to pay UC $15,000. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Loss | $ (5,762,941) | $ (5,119,339) | $ (10,245,290) | $ (11,085,164) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Business, Presentation and Re_2
Business, Presentation and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s consolidated financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes previously distributed in the Company’s 2022 Annual Report on Form 10-K dated March 23, 2023. The balance sheet as of December 31, 2022 was derived from audited consolidated financial statements of the Company but does not include all the disclosures required by U.S. GAAP. |
Reverse Stock Split | Reverse Stock Split On September 23, 2022, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-forty ("1-for-40") reverse stock split of its outstanding common stock. The Amendment was approved by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on September 23, 2022, and by the Company’s board of directors. The amendment became effective on September 27, 2022. The reverse stock split affected all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the reverse stock split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, and restricted stock awards issued by the Company and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, and restricted stock awards, and, in the case of stock options, a proportionate increase in the exercise price of all such stock options. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment was reduced proportionately. The reverse stock split did not affect the number of shares or par value of common stock authorized for issuance under the Company’s Amended and Restated Certificate of Incorporation, which remained at 50,000,000 shares. No fractional shares were issued as a result of the reverse stock split. Stockholders of record who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof. The reverse stock split affected all stockholders proportionately and did not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share). As a result of the reverse stock split, the number of the Company’s outstanding shares of common stock as of September 27, 2022 decreased from 43,163,123 (pre-split) shares to 1,079,045 (post-split) shares. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that Kiora will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2023, Kiora had unrestricted Cash and Cash Equivalents of $5.4 million, and an Accumulated Deficit of $144.7 million. Kiora has incurred losses and negative cash flows since inception, and future losses are anticipated. Based on the cash on hand as of September 30, 2023, the Company anticipates having sufficient cash to fund planned operations into May 2024, however, the acceleration or reduction of cash outflows by Company management can significantly impact the timing for the need to raise additional capital to complete development of its products. To continue development, Kiora will need to raise additional capital through equity financing, license agreements, and/or grants. Although historically the Company has been successful at raising capital, most recently raising net proceeds of approximately $5.6 million in a public offering that closed on June 6, 2023, as well as an equity line of credit that provides an additional $9.6 million (subject to certain limitations), additional capital may not be available on terms favorable to Kiora, if at all. The Company does not know if any future offerings will succeed. Accordingly, no assurances can be given that Company management will succeed in these endeavors. The factors described above have caused management to determine there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
Refunds for Research and Development | Refunds for Research and DevelopmentKiora, through its Kiora Pharmaceuticals GmbH and Kiora Pharmaceuticals Pty Ltd subsidiaries, is entitled to receive certain refundable tax incentives associated with eligible research and development expenses in Austria and Australia, respectively. These refunds are realized in the form of a cash payment in the year following the incurred research and development expenses. The Company records estimates of the refundable payment as a tax receivable and a reduction in expense in the period in which the research and development expenses are incurred. |
In-Process Research and Development | In-Process Research and DevelopmentThe Company records in-process R&D projects acquired in asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project as an indefinite-lived intangible asset and evaluates this asset annually for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. The Company performed an annual evaluation of its indefinite-lived intangible assets for impairment as of August 31, 2023 with a quantitative analysis using the Income Approach. |
Related-Party Transactions | Related-Party TransactionsFor the nine months ended September 30, 2023, the Company made payments totaling approximately $0.13 million for services to a related party vendor, Ora, Inc., who is providing the Company with clinical study services for KIO-301. One of the Company’s directors is an executive at Ora, Inc. |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of cash and cash equivalents and restricted cash | A summary of cash and cash equivalents and restricted cash is as follows: September 30, 2023 December 31, 2022 Cash and Cash Equivalents $ 5,400,498 $ 5,964,556 Restricted Cash, Non-current 4,031 49,260 Total Cash, Cash Equivalents and Restricted Cash $ 5,404,529 $ 6,013,816 |
Schedule of restricted cash | A summary of cash and cash equivalents and restricted cash is as follows: September 30, 2023 December 31, 2022 Cash and Cash Equivalents $ 5,400,498 $ 5,964,556 Restricted Cash, Non-current 4,031 49,260 Total Cash, Cash Equivalents and Restricted Cash $ 5,404,529 $ 6,013,816 |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following: September 30, 2023 December 31, 2022 Prepaid Insurance $ 116,853 $ 117,315 Prepaid Research and Development 49,377 128,429 Other 73,161 97,325 Total Prepaid Expenses and Other Current Assets $ 239,391 $ 343,069 |
Schedule of accrued expenses | Accrued expenses consist of the following: September 30, 2023 December 31, 2022 Payroll and Benefits $ 828,694 $ 1,312,443 Professional Fees 68,819 282,721 Clinical Trials 424,026 57,020 Other 140,172 183,750 Total Accrued Expenses $ 1,461,711 $ 1,835,934 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured on recurring basis | The following table provides information for liabilities measured at fair value on a recurring basis using Level 3 inputs: September 30, 2023 December 31, 2022 Contingent Consideration: Current $ 495,000 $ 322,385 Non-current 5,002,505 3,309,175 Total Contingent Consideration $ 5,497,505 $ 3,631,560 |
Schedule of unobservable Level 3 inputs | After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using the following unobservable Level 3 inputs: Valuation Technique Unobservable Inputs September 30, 2023 December 31, 2022 Discounted cash flow Payment discount rate 13.6 % 14.7 % Bayon Payment period 2023 - 2028 2023 - 2028 Panoptes Payment period 2025 - 2028 2024 - 2028 Jade Payment period 2027 2026 Bayon Probability of success for payment 42% - 100% 17% - 67% Panoptes Probability of success for payment 30% - 33% 17% - 36% Jade Probability of success for payment 56 % 56 % The Company engaged a third-party valuation firm to complete a quantitative assessment of in-process R&D as of August 31, 2023 which includes the following unobservable Level 3 inputs: Valuation Technique Unobservable Inputs Input Discount Rate KIO-101 Relief from Royalty Method Probability of success for next development phase 17 % 30 % KIO-104 Multi-Period Excess Earnings Method Probability of success for next development phase 17% to 36% 25 % KIO-201 Relief from Royalty Method Probability of success for next development phase 17% to 46% 30 % KIO-301 Multi-Period Excess Earnings Method Probability of success for next development phase 17% to 67% 25 % |
Intangible Assets and In-Proc_2
Intangible Assets and In-Process R&D (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, finite-lived | Intangible assets and in-process R&D consists of the following: Estimated Useful September 30, 2023 December 31, 2022 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (125,000) (106,250) Intangible Assets, Net 125,000 143,750 In-Process R&D 8,695,100 10,599,414 Total Intangible Assets and In-Process R&D, Net $ 8,820,100 $ 10,743,164 |
Schedule of intangible assets, indefinite-lived | Intangible assets and in-process R&D consists of the following: Estimated Useful September 30, 2023 December 31, 2022 Trade Secrets 10 $ 250,000 $ 250,000 Less: Accumulated Amortization (125,000) (106,250) Intangible Assets, Net 125,000 143,750 In-Process R&D 8,695,100 10,599,414 Total Intangible Assets and In-Process R&D, Net $ 8,820,100 $ 10,743,164 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Schedule of warrant activity | The following is a summary of warrant activity for the Company’s equity-classified warrants for the nine months ended September 30, 2023 and 2022: Number of Common Shares Weighted Average Weighted Average Outstanding at December 31, 2022 1,597,606 $ 21.22 3.07 Issued 11,605,596 $ 0.55 2.40 Exercised (50,000) $ 5.97 Expired (72,503) $ 108.80 Outstanding at September 30, 2023 13,080,699 $ 2.45 2.70 Outstanding at December 31, 2021 168,932 $ 199.65 3.42 Issued 1,504,786 $ 8.00 2.72 Expired (11,112) $ 900.00 Outstanding at September 30, 2022 1,662,606 $ 150.40 3.14 |
Net Loss per Share - Basic an_2
Net Loss per Share - Basic and Diluted (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of potential common stock equivalents are not included in the calculation of diluted net loss per share | The following is a summary of potential common shares excluded from the calculation of net loss per share as of September 30: 2023 2022 Common Stock Warrants 13,080,699 1,662,606 Employee Stock Options 831,253 12,650 Restricted Stock 237,916 2 Preferred Stock 381,832 52 Common Stock Reserved for Future Issuance 165,491 — Total Shares of Common Stock Issuable 14,697,191 1,675,310 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense | Stock-based compensation expense is presented in the same expense line items as cash compensation earned and for the three and nine months ended September 30 is as follows: Three months ended September 30 Nine months ended September 30 2023 2022 2023 2022 Research and Development $ 118,439 $ 19,625 $ 249,352 $ 78,786 General and Administrative 146,426 110,528 323,248 338,542 Total Stock-Based Compensation Expense $ 264,865 $ 130,153 $ 572,600 $ 417,328 |
Schedule of weighted average assumptions | A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the nine months ended September 30, 2023 and 2022 is shown in the following table. Nine months ended September 30 2023 2022 Risk-Free Interest Rate 4.54 % 2.42 % Expected Life (years) 5.52 5.00 Expected Stock Price Volatility 141 % 140 % Expected Dividend Yield — % — % |
Schedule of stock option activity | Following is a summary of stock option activity for the nine months ended September 30, 2023: Number of Weighted Average Weighted Average Outstanding at December 31, 2022 84,722 $ 36.90 9.59 Granted 764,400 $ 1.11 Expired (417) $ 86.42 Forfeited (17,452) $ 6.05 Outstanding at September 30, 2023 831,253 $ 4.61 9.60 Exercisable and vested at September 30, 2023 149,764 $ 16.58 9.78 |
Schedule of restricted stock activity | The following is a summary of restricted stock activity for the nine months ended September 30, 2023: Number of Weighted Average Weighted Average Non-vested Outstanding at December 31, 2022 30,000 $ 6.78 2.79 Awarded 270,050 $ 1.06 Released (58,834) $ 0.72 Forfeited (3,300) $ 3.83 Non-vested Outstanding at September 30, 2023 237,916 $ 1.82 2.79 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future annual minimum lease payments under non-cancellable operating leases | Maturities of operating lease liabilities as of September 30, 2023 are as follows: Years Ending December 31, 2023 (remaining months) $ 18,725 Total Lease Liabilities 18,725 Less Current Portion (18,725) $ — |
Maximum obligation payments per respective agreements and estimated fair value of contingent consideration | Below are the maximum obligation payments per the respective agreements and estimated fair value of contingent consideration payments remaining as of September 30, 2023. Maximum Obligation Current Fair Bayon $ 7,135,000 $ 2,709,945 Panoptes 9,500,000 2,043,169 Jade 2,164,451 744,391 $ 18,799,451 $ 5,497,505 |
Business, Presentation and Re_3
Business, Presentation and Recent Accounting Pronouncements (Details) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 06, 2023 USD ($) | Sep. 27, 2022 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 26, 2022 shares | Sep. 23, 2022 shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Reverse stock split ratio | 0.025 | ||||||||
Common stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Number of fractional shares issued | shares | 0 | ||||||||
Common stock outstanding (in shares) | shares | 1,079,045 | 7,689,240 | 7,689,240 | 1,796,472 | 43,163,123 | ||||
Cash and cash equivalents | $ 5,400,498 | $ 5,400,498 | $ 5,964,556 | ||||||
Accumulated deficit | (144,708,249) | (144,708,249) | (134,462,959) | ||||||
Net proceeds | $ 5,600,000 | ||||||||
Equity line of credit (up to) | 9,600,000 | 9,600,000 | |||||||
In-Process R&D Impairment | 1,904,314 | $ 0 | 1,904,314 | $ 0 | |||||
Incurred expenses to related party vendor | 130,000 | ||||||||
In-Process R&D | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
In-Process R&D | $ 8,695,100 | $ 10,600,000 | $ 8,695,100 | $ 10,600,000 | $ 10,599,414 | ||||
Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net proceeds | $ 5,600,000 |
Balance Sheet Information - Cas
Balance Sheet Information - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and Cash Equivalents | $ 5,400,498 | $ 5,964,556 | ||
Restricted Cash, Non-current | 4,031 | 49,260 | ||
Total Cash, Cash Equivalents and Restricted Cash | $ 5,404,529 | $ 6,013,816 | $ 4,850,653 | $ 7,899,690 |
Balance Sheet Information - Pre
Balance Sheet Information - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense, Current [Abstract] | ||
Prepaid Insurance | $ 116,853 | $ 117,315 |
Prepaid Research and Development | 49,377 | 128,429 |
Other | 73,161 | 97,325 |
Total Prepaid Expenses and Other Current Assets | $ 239,391 | $ 343,069 |
Balance Sheet Information - Acc
Balance Sheet Information - Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and Benefits | $ 828,694 | $ 1,312,443 |
Professional Fees | 68,819 | 282,721 |
Clinical Trials | 424,026 | 57,020 |
Other | 140,172 | 183,750 |
Total Accrued Expenses | $ 1,461,711 | $ 1,835,934 |
Fair Value Disclosures - Liabil
Fair Value Disclosures - Liabilities at Fair Value (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Contingent Consideration: | ||
Current | $ 495,000 | $ 322,385 |
Non-current | 5,002,505 | 3,309,175 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Contingent Consideration: | ||
Current | 495,000 | 322,385 |
Non-current | 5,002,505 | 3,309,175 |
Total Contingent Consideration | $ 5,497,505 | $ 3,631,560 |
Fair Value Disclosures - Narrat
Fair Value Disclosures - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Change in fair value of contingent consideration | $ 1.5 | $ 1.9 |
Fair Value Disclosures - Unobse
Fair Value Disclosures - Unobservable Level 3 Inputs (Details) | Sep. 30, 2023 | Aug. 31, 2023 | Dec. 31, 2022 |
Discounted cash flow | Payment discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, measurement input, rate | 0.136 | 0.147 | |
Relief from Royalty Method | Probability of success for next development phase | KIO-101 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.17 | ||
Relief from Royalty Method | Probability of success for next development phase | Minimum | KIO-201 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.17 | ||
Relief from Royalty Method | Probability of success for next development phase | Maximum | KIO-201 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.46 | ||
Relief from Royalty Method | Payment discount rate | KIO-101 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.30 | ||
Relief from Royalty Method | Payment discount rate | KIO-104 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.25 | ||
Relief from Royalty Method | Payment discount rate | KIO-201 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.30 | ||
Relief from Royalty Method | Payment discount rate | KIO-301 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.25 | ||
Multi-Period Excess Earnings Method | Probability of success for next development phase | Minimum | KIO-104 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.17 | ||
Multi-Period Excess Earnings Method | Probability of success for next development phase | Minimum | KIO-301 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.17 | ||
Multi-Period Excess Earnings Method | Probability of success for next development phase | Maximum | KIO-104 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.36 | ||
Multi-Period Excess Earnings Method | Probability of success for next development phase | Maximum | KIO-301 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
In-process R&D | 0.67 | ||
Bayon | Discounted cash flow | Probability of success for payment | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, measurement input, rate | 0.42 | 0.17 | |
Bayon | Discounted cash flow | Probability of success for payment | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, measurement input, rate | 1 | 0.67 | |
Panoptes | Discounted cash flow | Probability of success for payment | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, measurement input, rate | 0.30 | 0.17 | |
Panoptes | Discounted cash flow | Probability of success for payment | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, measurement input, rate | 0.33 | 0.36 | |
Jade | Discounted cash flow | Probability of success for payment | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, measurement input, rate | 0.56 | 0.56 |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Aug. 07, 2023 USD ($) shares | Aug. 05, 2023 day $ / shares | Jun. 06, 2023 USD ($) $ / shares shares | Feb. 22, 2023 USD ($) shares | Feb. 03, 2023 USD ($) $ / shares shares | Nov. 17, 2022 USD ($) $ / shares shares | Jul. 26, 2022 USD ($) $ / shares shares | Jun. 18, 2022 shares | Aug. 31, 2023 shares | Jul. 31, 2023 shares | Jun. 30, 2023 shares | Apr. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 30, 2023 $ / shares | Aug. 31, 2022 shares | |
Class of Stock [Line Items] | ||||||||||||||||||
Holdback shares, term | 18 months | |||||||||||||||||
Net proceeds | $ | $ 5,600,000 | |||||||||||||||||
Underwriting discount and commissions | $ | 500,000 | |||||||||||||||||
Underwriting discount and commissions expenses | $ | 200,000 | |||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 8 | |||||||||||||||||
Proceeds from warrant exercises and sales | $ | $ 3,100,000 | |||||||||||||||||
Placement agent transaction fees, equal to percentage of gross proceeds from sale | 8% | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 200,000 | $ 0 | ||||||||||||||||
Equity line of credit (up to) | $ | $ 9,600,000 | 9,600,000 | ||||||||||||||||
Warrants outstanding (in shares) | 11,500,000 | |||||||||||||||||
Deemed dividends from warrant reset provision | $ | $ 500,000 | $ 530,985 | $ 0 | 530,985 | 0 | |||||||||||||
Lincoln Park | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 100,000 | $ 300,000 | ||||||||||||||||
Class A Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercised (in shares) | 654,609 | |||||||||||||||||
Inducement Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 5.97 | |||||||||||||||||
Period from issuance that warrant becomes exercisable | 6 months | |||||||||||||||||
Warrants and rights outstanding, term | 18 months | |||||||||||||||||
Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Period from issuance that warrant becomes exercisable | 5 years | |||||||||||||||||
Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 481,770 | 481,770 | 2,688,822 | |||||||||||||||
Net proceeds | $ | $ 5,600,000 | |||||||||||||||||
Common Stock | Lincoln Park | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued (in shares) | 20,000 | 105,000 | ||||||||||||||||
Equity line of credit (up to) | $ | $ 10,000,000 | |||||||||||||||||
Common Stock | Inducement Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 654,609 | |||||||||||||||||
Series E Convertible Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 160,000 | |||||||||||||||||
Common shares | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants convertible into common stock (in shares) | 1,504,785 | |||||||||||||||||
Series F Convertible Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of stock, shares converted (in shares) | 530 | 530 | 2,958 | |||||||||||||||
Public Offering | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Public offering price per common share, Class A Warrants and Class B Warrants (in usd per share) | $ / shares | $ 8 | |||||||||||||||||
Public offering price per Preferred Share, 5,000 Class A Warrants and 5,000 Class B Warrants (in usd per share) | 1,000 | |||||||||||||||||
Net proceeds | $ | $ 5,300,000 | |||||||||||||||||
Underwriting discount and commissions | $ | 400,000 | |||||||||||||||||
Underwriting discount and commissions expenses | $ | $ 300,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ | $ 6,325,000 | $ 5,882,739 | ||||||||||||||||
Public Offering | Class A Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 30,095,697 | |||||||||||||||||
Number of warrants considered for determination of public offering price of preferred shares issued with warrants (in shares) | 5,000 | |||||||||||||||||
Public Offering | Class B Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 30,095,697 | |||||||||||||||||
Number of warrants considered for determination of public offering price of preferred shares issued with warrants (in shares) | 5,000 | |||||||||||||||||
Public Offering | Class C Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 5,750,000 | |||||||||||||||||
Public Offering | Class D Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 5,750,000 | |||||||||||||||||
Public Offering | Class C and Class D Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.5231 | $ 1.10 | ||||||||||||||||
Warrants exercise price reduction, trading day period immediately following initial exercise day | day | 60 | |||||||||||||||||
Warrant exercise price reduction percentage of average of the volume weighted average price for trading day period immediately prior to reset date | 90% | |||||||||||||||||
Warrants exercise price reduction, trading day period immediately prior to reset date | day | 5 | |||||||||||||||||
Public Offering | Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued (in shares) | 2,197,628 | 592,392 | ||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 3,552,372 | 160,000 | ||||||||||||||||
Public Offering | Common Stock | Class C and Class D Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued, price per share (in usd per share) | $ / shares | $ 1.10 | |||||||||||||||||
Public Offering | Series E Convertible Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1,280 | |||||||||||||||||
Public Offering | Common shares | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant convertible into common stock basis | 2.50% | |||||||||||||||||
Public Offering | Series F Convertible Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 3,908 | |||||||||||||||||
Public Offering | Series F Convertible Preferred Stock | 909 Class C and 909 Class D Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued, price per share (in usd per share) | $ / shares | $ 999.90 | |||||||||||||||||
Over-Allotment Option | Class A Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 3,925,525 | |||||||||||||||||
Over-Allotment Option | Class B Warrant | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 3,925,525 | |||||||||||||||||
Over-Allotment Option | Class C Warrants, Exercise Option | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 750,000 | |||||||||||||||||
Over-Allotment Option | Class D Warrants, Exercise Option | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 750,000 | |||||||||||||||||
Over-Allotment Option | Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of warrants issued to purchase the shares (in shares) | 750,000 | 98,138 | ||||||||||||||||
Private Placement | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued (in shares) | 52,798 | |||||||||||||||||
Class of warrant or right number of warrant issued (in shares) | 105,596 | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 100,000 | |||||||||||||||||
Warrants exercisable, anniversary of closing date | 6 months | |||||||||||||||||
Private Placement | Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 3.538 | |||||||||||||||||
Panoptes | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock from Panoptes holdback shares (in shares) | 10,086 |
Intangible Assets and In-Proc_3
Intangible Assets and In-Process R&D - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
In-Process R&D Impairment | $ 1,904,314 | $ 0 | $ 1,904,314 | $ 0 | ||
Trade Secrets | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Trade Secrets | $ 250,000 | $ 250,000 | $ 250,000 | $ 300,000 |
Intangible Assets and In-Proc_4
Intangible Assets and In-Process R&D - Schedule of intangible assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||||
Less: Accumulated Amortization | $ (125,000) | $ (106,250) | ||
Intangible Assets, Net | 125,000 | 143,750 | ||
Total Intangible Assets and In-Process R&D, Net | 8,820,100 | 10,743,164 | ||
In-Process R&D | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
In-Process R&D | $ 8,695,100 | 10,599,414 | $ 10,600,000 | |
Trade Secrets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Life (Years) | 10 years | |||
Trade Secrets | $ 250,000 | $ 250,000 | $ 300,000 |
Warrants - Summary of warrant a
Warrants - Summary of warrant activity (Details) - Common Stock Warrants - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Common Shares Issuable Upon Exercise of Outstanding Warrants | ||||
Outstanding at beginning of year (in shares) | 1,597,606 | 168,932 | 168,932 | |
Issued (in shares) | 11,605,596 | 1,504,786 | ||
Exercised (in shares) | (50,000) | |||
Expired (in shares) | (72,503) | (11,112) | ||
Outstanding at end of year (in shares) | 13,080,699 | 1,662,606 | 1,597,606 | 168,932 |
Weighted Average Exercise Price | ||||
Outstanding at beginning of year (in usd per share) | $ 21.22 | $ 199.65 | $ 199.65 | |
Issued (in usd per share) | 0.55 | 8 | ||
Exercised (in usd per share) | 5.97 | |||
Expired (in usd per share) | 108.80 | 900 | ||
Outstanding at end of year (in usd per share) | $ 2.45 | $ 150.40 | $ 21.22 | $ 199.65 |
Weighted Average Remaining Term in Years | ||||
Outstanding | 2 years 8 months 12 days | 3 years 1 month 20 days | 3 years 25 days | 3 years 5 months 1 day |
Issued | 2 years 4 months 24 days | 2 years 8 months 19 days |
Net Loss per Share - Basic an_3
Net Loss per Share - Basic and Diluted (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average unvested restricted common stock that has been issued and is subject to forfeiture (in shares) | 172,125 | 0 | 212,675 | 0 |
Anti-dilutive shares excluded from the calculation of net loss per share (in shares) | 14,697,191 | 1,675,310 | ||
Common Stock Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the calculation of net loss per share (in shares) | 13,080,699 | 1,662,606 | ||
Employee Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the calculation of net loss per share (in shares) | 831,253 | 12,650 | ||
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the calculation of net loss per share (in shares) | 237,916 | 2 | ||
Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the calculation of net loss per share (in shares) | 381,832 | 52 | ||
Common Stock Reserved for Future Issuance | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the calculation of net loss per share (in shares) | 165,491 | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 27, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2010 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum number of shares that may be issued (in shares) | 59,414 | ||||
Weighted average fair value of options granted (in usd per share) | $ 1.01 | $ 27.02 | |||
Unamortized compensation expense related to options | $ 1,000,000 | ||||
Expected weighted average period of recognition of compensation expense | 2 years 3 months 29 days | ||||
Aggregate intrinsic value of options outstanding | $ 1,184 | ||||
Aggregate intrinsic value of options exercisable | $ 1,184 | ||||
Share price (in usd per share) | $ 0.57 | ||||
Employee Stock Options | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 4 years | ||||
Award service period | 3 years | ||||
Restricted Stock | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Expected weighted average period of recognition of compensation expense | 2 years 9 months 14 days | ||||
Unamortized compensation expense related to restricted stock | $ 400,000 | ||||
Tranche One | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33% | ||||
Tranche One | Employee Stock Options | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 1 year | ||||
Tranche One | Restricted Stock | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 1 year | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33% | ||||
Tranche Two | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 67% | ||||
Tranche Two | Employee Stock Options | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 24 months | ||||
Tranche Two | Restricted Stock | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 24 months | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 67% | ||||
Holders Owning More Than Ten Percentage Voting Rights | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 5 years | ||||
Holders Owning More Than Ten Percentage Voting Rights | Minimum | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Percentage of exercise price | 110% | ||||
Holders Owning More Than Ten Percentage Voting Rights | Maximum | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Vesting period | 10 years | ||||
2014 Plan | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum number of shares authorized (in shares) | 1,297,363 | ||||
Number of shares available for awards (in shares) | 165,300 | ||||
2014 Plan | Employee Stock Options | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Additional shares authorized (in shares) | 1,000,000 | 76,632 | |||
ESPP | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum number of shares authorized (in shares) | 284 | ||||
Number of shares available for awards (in shares) | 191 | 191 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-Based Compensation Expense | $ 264,865 | $ 130,153 | $ 572,600 | $ 417,328 |
Research and Development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-Based Compensation Expense | 118,439 | 19,625 | 249,352 | 78,786 |
General and Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-Based Compensation Expense | $ 146,426 | $ 110,528 | $ 323,248 | $ 338,542 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-Free Interest Rate | 4.54% | 2.42% |
Expected Life (years) | 5 years 6 months 7 days | 5 years |
Expected Stock Price Volatility | 141% | 140% |
Expected Dividend Yield | 0% | 0% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Outstanding at beginning of year (in shares) | 84,722 | |
Granted (in shares) | 764,400 | |
Expired (in shares) | (417) | |
Forfeited (in shares) | (17,452) | |
Outstanding at end of year (in shares) | 831,253 | 84,722 |
Exercisable and vested at the end of year (in shares) | 149,764 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of year (in usd per share) | $ 36.90 | |
Granted (in usd per share) | 1.11 | |
Expired (in usd per share) | 86.42 | |
Forfeited (in usd per share) | 6.05 | |
Outstanding at end of year (in usd per share) | 4.61 | $ 36.90 |
Vested and expected to vest at end of year (in usd per share) | $ 16.58 | |
Weighted Average Remaining Term in Years | ||
Outstanding | 9 years 7 months 6 days | 9 years 7 months 2 days |
Exercisable and vested at the end of year | 9 years 9 months 10 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Units | ||
Outstanding at beginning of year (in shares) | 30,000 | |
Awarded (in shares) | 270,050 | |
Released (in shares) | (58,834) | |
Forfeited (in shares) | (3,300) | |
Outstanding at end of year (in shares) | 237,916 | 30,000 |
Weighted Average Grant Date Fair Value | ||
Outstanding at beginning of year (in usd per share) | $ 6.78 | |
Awarded (in usd per shares) | 1.06 | |
Released (in usd per share) | 0.72 | |
Forfeited (in usd per share) | 3.83 | |
Outstanding at end of year (in usd per share) | $ 1.82 | $ 6.78 |
Weighted Average Remaining Term in Years | ||
Beginning of year | 2 years 9 months 14 days | 2 years 9 months 14 days |
End of year | 2 years 9 months 14 days | 2 years 9 months 14 days |
Commitments and Contingencies -
Commitments and Contingencies -Narrative (Details) € in Millions | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 07, 2023 USD ($) | May 01, 2020 USD ($) | Nov. 17, 2014 EUR (€) | Sep. 12, 2013 USD ($) | Jul. 02, 2013 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) licenseAgreement | Sep. 30, 2022 USD ($) | May 31, 2022 | Sep. 26, 2018 USD ($) | |
Commitments and Contingencies [Line Items] | |||||||||||
Total operating lease cost | $ 50,482 | $ 39,511 | $ 121,159 | $ 120,274 | |||||||
Number of license agreements | licenseAgreement | 7 | ||||||||||
Payment of annual fee | $ 5,000 | ||||||||||
18 month lease, Encinitas | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Operating lease, contract term | 18 months | ||||||||||
Four year lease, Australia | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Operating lease, contract term | 4 years | ||||||||||
For the First 250 Million Net Sales | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Percentage of royalties on net sales | 2% | ||||||||||
Between 250 and 500 Million Net Sales | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Percentage of royalties on net sales | 1.25% | ||||||||||
Net Sales Over 500 Million | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Percentage of royalties on net sales | 0.50% | ||||||||||
SentrX Animal Care Inc | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Intangible assets expected milestone payable | $ 4,750,000 | ||||||||||
License | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Cost of goods and services sold | $ 30,000 | € 155 | |||||||||
KIO-101 | Mediolanum Agreement | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Percentage of royalties on net sales | 7% | ||||||||||
Contractual obligation | € | € 20 | ||||||||||
Development and commercial milestones term | 10 years | ||||||||||
Percentage of decreasing after patent expiry | 5% | ||||||||||
Termination fee | $ 100,000 | ||||||||||
Termination fee payment | 50,000 | ||||||||||
Termination fee payable | $ 50,000 | ||||||||||
Minimum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Remaining lease term | 1 month | 1 month | |||||||||
Maximum | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Remaining lease term | 2 months | 2 months | |||||||||
Licensing Agreements | License | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Percentage of royalties on net sales | 6% | 3.25% |
Commitments and Contingencies_2
Commitments and Contingencies - Future annual minimum lease payments under non-cancellable operating leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (remaining months) | $ 18,725 | |
Total Lease Liabilities | 18,725 | |
Less Current Portion | (18,725) | $ (105,782) |
Noncurrent portion | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies - Maximum obligation payments per respective agreements and estimated fair value of contingent consideration (Details) | Sep. 30, 2023 USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | $ 18,799,451 |
Current Fair Value Estimated | 5,497,505 |
Bayon | |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | 7,135,000 |
Current Fair Value Estimated | 2,709,945 |
Panoptes | |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | 9,500,000 |
Current Fair Value Estimated | 2,043,169 |
Jade | |
Business Acquisition, Contingent Consideration [Line Items] | |
Maximum Obligation per Agreements | 2,164,451 |
Current Fair Value Estimated | $ 744,391 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 30, 2023 | Oct. 15, 2023 | Oct. 10, 2023 | May 31, 2022 |
18 month lease, Encinitas | ||||
Subsequent Event [Line Items] | ||||
Operating lease, contract term | 18 months | |||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Licensing agreement, agreement transfer, written notice period | 15 days | |||
Licensing agreement, successor written assignment agreement, notice period | 30 days | |||
Licensing agreement, assignment fee amount | $ 30,000 | |||
Licensing agreement, execution payment amount | $ 15,000 | |||
Subsequent event | 60 month lease in Vienna, Austria | ||||
Subsequent Event [Line Items] | ||||
Operating lease, contract term | 60 months | |||
Subsequent event | 18 month lease, Encinitas | ||||
Subsequent Event [Line Items] | ||||
Operating lease, additional term | 18 months |