Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38418 | |
Entity Registrant Name | COCRYSTAL PHARMA, INC. | |
Entity Central Index Key | 0001412486 | |
Entity Tax Identification Number | 35-2528215 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 19805 North Creek Parkway | |
Entity Address, City or Town | Bothell | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98011 | |
City Area Code | 877 | |
Local Phone Number | 262-7123 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | COCP | |
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 | 10,173,790 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 32,419 | $ 37,144 |
Restricted cash | 75 | 75 |
Tax credit receivable | 1,207 | 716 |
Prepaid expenses and other current assets | 2,060 | 2,243 |
Total current assets | 35,761 | 40,178 |
Property and equipment, net | 305 | 342 |
Deposits | 46 | 46 |
Operating lease right-of-use assets, net (including $72 and $99 respectively, to related party) | 167 | 274 |
Total assets | 36,279 | 40,840 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,421 | 976 |
Current maturities of finance lease liabilities | 7 | |
Current maturities of operating lease liabilities (including $62 and $59 respectively, to related party) | 166 | 233 |
Total current liabilities | 1,587 | 1,216 |
Long-term liabilities: | ||
Operating lease liabilities (including $10 and $42 respectively, to related party) | 10 | 57 |
Total liabilities | 1,597 | 1,273 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 150,000 shares authorized as of June 30, 2023, and December 31, 2022; 10,174 and 8,143 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 10 | 8 |
Additional paid-in capital | 341,957 | 337,489 |
Accumulated deficit | (307,285) | (297,930) |
Total stockholders’ equity | 34,682 | 39,567 |
Total liabilities and stockholders’ equity | $ 36,279 | $ 40,840 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Operating lease right of use assets related party | $ 72 | $ 99 |
Operating lease liabilities related party current | 62 | 59 |
Operating lease liabilities related party non-current | $ 10 | $ 42 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 10,174,000 | 8,143,000 |
Common stock, shares outstanding | 10,174,000 | 8,143,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 2,801 | $ 2,361 | $ 6,708 | $ 5,233 |
General and administrative | 1,538 | 1,375 | 2,742 | 2,708 |
Legal settlement | 1,600 | 1,600 | ||
Impairments | 19,092 | 19,092 | ||
Total operating expenses | 4,339 | 24,428 | 9,450 | 28,633 |
Loss from operations | (4,339) | (24,428) | (9,450) | (28,633) |
Other income (expense): | ||||
Interest income (expense), net | 140 | 140 | (1) | |
Foreign exchange loss | 33 | (1) | (45) | (14) |
Change in fair value of derivative liabilities | 1 | 12 | ||
Total other expense, net | 173 | 95 | (3) | |
Net loss | $ (4,166) | $ (24,428) | $ (9,355) | $ (28,636) |
Net loss per common share, basic | $ (0.41) | $ (3) | $ (1.03) | $ (3.48) |
Net loss per common share, diluted | $ (0.41) | $ (3) | $ (1.03) | $ (3.48) |
Weighted average number of common shares outstanding, basic | 10,065 | 8,143 | 9,109 | 8,143 |
Weighted average number of common shares outstanding, diluted | 10,065 | 8,143 | 9,109 | 8,143 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Stockholders Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 8 | $ 336,544 | $ (259,093) | $ 77,549 |
Beginning balance, shares at Dec. 31, 2021 | 8,143 | |||
Stock-based compensation | 239 | 239 | ||
Net loss | (4,208) | (4,208) | ||
Ending balance, value at Mar. 31, 2022 | $ 8 | 336,783 | (263,301) | 73,580 |
Ending balance, shares at Mar. 31, 2022 | 8,143 | |||
Beginning balance, value at Dec. 31, 2021 | $ 8 | 336,544 | (259,093) | 77,549 |
Beginning balance, shares at Dec. 31, 2021 | 8,143 | |||
Net loss | (28,636) | |||
Ending balance, value at Jun. 30, 2022 | $ 8 | 337,024 | (287,729) | 49,393 |
Ending balance, shares at Jun. 30, 2022 | 8,143 | |||
Beginning balance, value at Mar. 31, 2022 | $ 8 | 336,783 | (263,301) | 73,580 |
Beginning balance, shares at Mar. 31, 2022 | 8,143 | |||
Stock-based compensation | 241 | 241 | ||
Net loss | (24,428) | (24,428) | ||
Ending balance, value at Jun. 30, 2022 | $ 8 | 337,024 | (287,729) | 49,393 |
Ending balance, shares at Jun. 30, 2022 | 8,143 | |||
Beginning balance, value at Dec. 31, 2022 | $ 8 | 337,489 | (297,930) | 39,567 |
Beginning balance, shares at Dec. 31, 2022 | 8,143 | |||
Stock-based compensation | 291 | 291 | ||
Net loss | (5,189) | (5,189) | ||
Ending balance, value at Mar. 31, 2023 | $ 8 | 337,780 | (303,119) | 34,669 |
Ending balance, shares at Mar. 31, 2023 | 8,143 | |||
Beginning balance, value at Dec. 31, 2022 | $ 8 | 337,489 | (297,930) | 39,567 |
Beginning balance, shares at Dec. 31, 2022 | 8,143 | |||
Net loss | (9,355) | |||
Ending balance, value at Jun. 30, 2023 | $ 10 | 341,957 | (307,285) | 34,682 |
Ending balance, shares at Jun. 30, 2023 | 10,174 | |||
Beginning balance, value at Mar. 31, 2023 | $ 8 | 337,780 | (303,119) | 34,669 |
Beginning balance, shares at Mar. 31, 2023 | 8,143 | |||
Stock-based compensation | 179 | 179 | ||
Net loss | (4,166) | (4,166) | ||
Sale of common stock, net of transaction costs | $ 2 | 3,998 | 4,000 | |
Sale of common stock, net of transaction costs, shares | 2,031 | |||
Ending balance, value at Jun. 30, 2023 | $ 10 | $ 341,957 | $ (307,285) | $ 34,682 |
Ending balance, shares at Jun. 30, 2023 | 10,174 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (9,355,000) | $ (28,636,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 96,000 | 90,000 |
Amortization of right of use assets | 108,000 | 100,000 |
Loss on impairment of goodwill | 19,092,000 | |
Stock-based compensation | 470,000 | 480,000 |
Payments on operating lease liabilities | (115,000) | (102,000) |
Change in fair value of derivative liabilities | (12,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 183,000 | 80,000 |
Tax credit receivable | (491,000) | |
Accounts payable and accrued expenses | 445,000 | (326,000) |
Settlement payable | 1,600,000 | |
Net cash used in operating activities | (8,659,000) | (7,634,000) |
Investing activities: | ||
Purchases of property and equipment | (59,000) | |
Net cash used in investing activities | (59,000) | |
Financing activities: | ||
Payments on finance lease liabilities | (7,000) | (13,000) |
Proceeds from sale of common stock, net of transaction costs | 4,000,000 | |
Net cash provided by (used in) financing activities | 3,993,000 | (13,000) |
Net decrease in cash and restricted cash | (4,725,000) | (7,647,000) |
Cash and restricted cash at beginning of period | 37,219,000 | 58,755,000 |
Cash and restricted cash at end of period | $ 32,494,000 | $ 51,108,000 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Cocrystal Pharma, Inc. (“we”, the “Company” or “Cocrystal”), a clinical stage biopharmaceutical company incorporated in Delaware, has been developing novel technologies and approaches to create first-in-class or best-in-class antiviral drug candidates since its initial funding in 2008. Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas. The Company’s activities since inception have principally consisted of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs, obtaining regulatory approvals of its products and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel, and develop strategic alliances. Through June 30, 2023, the Company has primarily funded its operations through equity offerings. In September 2021, the Company opened a wholly owned foreign subsidiary in Australia named Cocrystal Pharma Australia, Ltd (“Cocrystal Australia”) with the objective of operating clinical trials in Australia. On September 27, 2022, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) with the Delaware Secretary of State to effect a reverse stock split of all outstanding shares of the Company’s common stock at a ratio of one-for-12. At the Company’s 2022 Annual Meeting of Stockholders, holders of a majority of the outstanding voting power approved an amendment to the Certificate of Incorporation of the Company to effect a reverse stock split of all outstanding shares of our common stock at a ratio to be determined by the Board of Directors within a range of one-for-four through one-for-12. Following such approval, the Board of Directors determined to effect the reverse stock split at the ratio of one-for-12. The Amendment became effective October 11, 2022 and the effect of the reverse stock split was reflected on the Nasdaq Stock Market. All share and per share amounts have been retroactively restated to reflect the one-for-12 stock split as if it occurred at the beginning of the earliest period presented. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X set forth by the Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed on March 29, 2023 (“Annual Report”). Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: Cocrystal Discovery, Inc., Cocrystal Pharma Australia Pty Ltd., RFS Pharma, LLC and Cocrystal Merger Sub, Inc. Intercompany transactions and balances have been eliminated. Segments The Company operates in only one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, and estimated useful lives of fixed assets. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 32,419,000 37,144,000 75,000 75,000 Foreign Currency Transactions The Company and its subsidiaries use the U.S. dollar as functional currency. Foreign currency transactions are initially measured and recorded in the functional currency using the exchange rate on the date of the transaction. Foreign exchange gains and losses arising from settlement of foreign currency transactions are recognized in profit and loss. Cocrystal Australia maintains its records in Australian dollars. The monetary assets and liabilities of Cocrystal Australia are remeasured into the functional currency using the closing rate at the end of every reporting period. All nonmonetary assets and liabilities and related profit and loss accounts are remeasured into the functional currency using the historical exchange rates. Profit and loss accounts, other than those that are remeasured using the historical exchange rates, are remeasured into the functional currency using the average exchange rate for the period. Foreign exchange gains and losses arising from the remeasurement into the functional currency is recognized in profit and loss. Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 2 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 7 – Warrants. At June 30, 2023 and December 31, 2022, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of leases payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company’s derivative liabilities are considered Level 3 measurements. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. Research and Development Expenses Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s clinical products. All research and development costs are expensed as incurred. Research and development costs are presented net of tax credits. The Company’s Australian subsidiary is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2022, the Company recorded tax credits of $ 805,000 , of which approximately $ 716,000 491,000 1,207,000 Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. As of June 30, 2023, the Company assessed its income tax expense based on its projected future taxable income for the year ending December 31, 2023 and therefore recorded no amount for income tax expense for the six months ended June 30, 2023. In addition, the Company has significant deferred tax assets available to offset income tax expense due to net operating loss carry forwards which are currently subject to a full valuation allowance based on the Company’s assessment of future taxable income. Refer to our Annual Report on Form 10-K for the year ended December 31, 2022 for more information. Stock-Based Compensation The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the SEC Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity Net Income (Loss) per Share The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share 2023 2022 June 30, 2023 2022 Outstanding options to purchase common stock 350 2,340 Warrants to purchase common stock 13 243 Total 363 2,583 Recent Accounting Pronouncements Authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. As of June 30, 2023, and December 31, 2022, property and equipment consists of (in thousands): Schedule of Property and Equipment June 30, 2023 December 31, 2022 Lab equipment $ 1,708 $ 1,631 Finance lease right-of-use lab equipment 162 194 Computer and office equipment 145 131 Total property and equipment 2,015 1,956 Less: accumulated depreciation and amortization (1,710 ) (1,614 ) Property and equipment, net $ 305 $ 342 Total depreciation and amortization expense were approximately $ 96,000 90,000 six 7,164 7,716 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands) as of: Schedule of Accounts Payable and Accrued Expenses June 30, 2023 December 31, 2022 Accounts payable $ 1,041 $ 614 Accrued compensation 150 130 Accrued other expenses 230 232 Total accounts payable and accrued expenses $ 1,421 $ 976 Accounts payable and accrued other expenses contain unpaid general and administrative expenses and costs related to research and development that have been billed and estimated unbilled, respectively, as of period-end. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Common Stock | 5. Common Stock The Company has 150,000,000 0.001 10,174 8,143 On April 4, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Purchasers”) pursuant to which the Purchasers purchased a total of 2,030,458 1.97 4,000,000 2,000,000 offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder . |
Stock Based Awards
Stock Based Awards | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Awards | 6. Stock Based Awards Equity Incentive Plans The Company adopted an equity incentive plan in 2015 (the “2015 Plan”) under which 833,333 416,667 833,333 483,815 In July 2022, the Compensation Committee of the Company’s Board of Directors granted a total of 158,012 633,000 The options are ten-year incentive stock options exercisable at $ 0.42 The following table summarizes stock option transactions for the 2015 Plan, collectively, for the six months ended June 30, 2023 (in thousands, except per share amounts): Schedule of Share-based Compensation, Stock Options, Activity Number of Total Weighted Aggregate Balance at December 31, 2022 484 350 $ 15.03 $ 0.00 Increase in authorized options - - - - Exercised - - - - Granted - - - - Expired - - - - Cancelled - - - - Balance at June 30, 2023 484 350 $ 14.98 $ 0.00 The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 179,000 470,000 $241,000 480,000 The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: Schedule of Share-based Compensation, Stock Options, Assumption 2023 2022 Six Months Ended June 30, 2023 2022 Risk-Free interest rate 1.64 % 1.04 % Expected dividend yield 0.00 % 0.00 % Expected volatility 87.82 % 76.24 % Expected term (in years) 4.81 4.33 As of June 30, 2023, there was approximately $ 582,000 0.9 350,000 0.00 14.98 7.9 170,000 0.00 24.45 6.8 The aggregate intrinsic value of outstanding and exercisable options at June 30, 2023 was calculated based on the closing price of the Company’s common stock as reported on The Nasdaq Capital Market on June 30, 2023 of $ 2.39 Common Stock Reserved for Future Issuance The following table presents information concerning common stock available for future issuance (in thousands) as of: Schedule of Common Stock Reserved for Future Issuance June 30, 2023 June 30, 2022 Stock options issued and outstanding 350 195 Shares authorized for future option grants 484 639 Warrants outstanding 13 20 Total 847 10,253 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Warrants | 7. Warrants The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the six months ended June 30, 2023 (in thousands): Summary of Warrant Activity Warrants Accounted for as: Equity Warrants Accounted for as: Liabilities May 2018 October 2013 January 2014 Total Outstanding, December 31, 2022 - 2 11 13 Exercised - - - - Granted - - - - Expired - - - - Outstanding, June 30, 2023 - 2 11 13 Expiration date: - 10/24/2023 01/16/2024 Warrants Classified as Liabilities Liability-classified warrants consist of warrants issued by Biozone Pharmaceuticals, Inc. (“Biozone”), the company’s predecessor, in connection with an equity financing in October 2013 which were assumed by the Company in connection with its merger with Biozone in January 2014 and warrants issued by the Company in January 2014. Warrants accounted for as liabilities have the potential to be settled in cash or are not indexed to the Company’s own stock. The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the condensed consolidated statement of operations as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of June 30, 2023: Schedule of Fair Value of Warrants Classified as Liabilities October 2013 January 2014 Strike price $ 180.00 $ 180.00 Expected dividend yield 0.00 % 0.00 % Contractual term (years) 0.3 0.5 Cumulative volatility 136.62 % 137.78 % Risk-free rate 4.88 % 4.84 % Value per warrants $ - $ - Fair value (in thousands) $ - $ - The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2022: October 2013 January 2014 Strike price $ 180.00 $ 180.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 0.8 1.0 Cumulative volatility 143.06 % 145.00 % Risk-free rate 4.42 % 4.40 % Fair value (in thousands) $ - $ - The Company estimates volatility using its own historical stock price volatility. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero-coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends. |
Licenses and Collaborations
Licenses and Collaborations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Licenses and Collaborations | 8. Licenses and Collaborations Merck Sharp & Dohme Corp. On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck funds research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal is eligible to receive payments related to designated development, regulatory and sales milestones with the potential to earn up to $ 156,000,000 Kansas State University Research Foundation Cocrystal entered into a License Agreement with Kansas State University Research Foundation (the “Foundation”) on February 18, 2020 to further develop certain proprietary broad-spectrum antiviral compounds for the treatment of norovirus and coronavirus infections. Pursuant to the terms of the License Agreement, the Foundation granted the Company an exclusive royalty bearing license to practice under certain patent rights, under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses, and related know-how, including to make and sell therapeutic, diagnostic and prophylactic products. The Company agreed to pay the Foundation a one-time non-refundable license initiation fee of $ 80,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Commitments In the ordinary course of business, the Company enters into non-cancellable leases to purchase equipment and for its facilities, including related party leases (see Note 10 – Transactions with Related Parties). Leases are accounted for as operating leases or finance leases, in accordance with ASC 842, Leases Operating Leases The Company leases office space in Miami, Florida and research and development laboratory space in Bothell, Washington under operating leases that expire on August 31, 2024 January 31, 2024 7.0 0.9 The following table summarizes the Company’s maturities of operating lease liabilities, by year and in aggregate, as of June 30, 2023 (in thousands): Schedule of Maturities of Operating Lease Liabilities 2023 (excluding the six months ended June 30, 2023) $ 124 2024 58 2025 - Thereafter - Total operating lease payments 182 Less: present value discount (6 ) Total operating lease liabilities $ 176 As of June 30, 2023, the total operating lease liability of $ 176,000 166,000 10,000 The operating lease liabilities summarized above do not include variable common area maintenance (the “CAM”) charges, which are contractual liabilities under the Company’s Bothell, Washington lease. CAM charges for the Bothell, Washington facility are calculated annually based on actual common expenses for the building incurred by the lessor and proportionately billed to tenants based on leased square footage. For the six months ended June 30, 2023 and 2022, approximately $ 54,000 47,000 The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term, starting February 2019. The Company had the right to terminate this lease after three years on January 31, 2022, by giving prior notice at least three months before the early termination date and by paying a termination fee equal to the sum of unamortized leasing commissions and reimbursement for tenant improvements provided by the landlord amortized at 8.0% over the extended term On September 1, 2021, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost, a director and a principal stockholder of the Company. On an annualized basis, straight-line rent expense is approximately $ 62,000 For the six months ended June 30, 2023 and 2022, operating lease expense, excluding short-term leases, finance leases and CAM charges, totaled approximately $ 116,000 116,000 26,000 Finance Leases In April 2020, the Company entered into lease agreements to acquire lab equipment with 36 2,000 The leased lab equipment is depreciable over five years and is presented net of accumulated depreciation on the condensed consolidated balance sheets under property and equipment. As of June 30, 2023, total right-of-use lab equipment net of depreciation recognized under finance leases is $ 162,000 162,000 194,000 158,000 25 32,000 Phase 2a Clinical Trial On August 3, 2022 the Company engaged hVIVO, a subsidiary of London-based Open Orphan plc (AIM: ORPH), a rapidly growing specialist contract research organization (“CRO”), to conduct a Phase 2a clinical trial with the Company’s novel, broad-spectrum, orally administered antiviral influenza candidate. The Company paid a reservation fee of $ 1.7 million upon execution of the agreement, which is scheduled to begin in 2023 and has been included in prepaid and other expenses as of June 30, 2023 and December 31, 2022. The total estimated cost of the agreement (including the reservation fee) is approximately $ 7.2 million. Contingencies From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of this report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position. Liberty Insurance Underwriters Inc. (“Liberty”) filed suit against us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the monies totaling approximately $ 1 1,359,064 1.6 On March 29, 1.6 1.6 |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 10. Transactions with Related Parties On September 1, 2021, the Company entered into a three-year lease extension with a limited liability company controlled by Dr. Phillip Frost, a director and a principal stockholder of the Company. On an annualized basis, straight-line rent expense is approximately $ 62,000 On April 4, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Purchasers”) whereby the Purchasers agreed to purchase a total of 2,030,458 1.97 4,000,000 2,000,000 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | 11. Subsequent Event On August 8, 2023, the Company received $ 1.6 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X set forth by the Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods presented are not necessarily indicative of the results of operations for the entire fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed on March 29, 2023 (“Annual Report”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: Cocrystal Discovery, Inc., Cocrystal Pharma Australia Pty Ltd., RFS Pharma, LLC and Cocrystal Merger Sub, Inc. Intercompany transactions and balances have been eliminated. |
Segments | Segments The Company operates in only one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. |
Use of Estimates | Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, and estimated useful lives of fixed assets. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 32,419,000 37,144,000 75,000 75,000 |
Foreign Currency Transactions | Foreign Currency Transactions The Company and its subsidiaries use the U.S. dollar as functional currency. Foreign currency transactions are initially measured and recorded in the functional currency using the exchange rate on the date of the transaction. Foreign exchange gains and losses arising from settlement of foreign currency transactions are recognized in profit and loss. Cocrystal Australia maintains its records in Australian dollars. The monetary assets and liabilities of Cocrystal Australia are remeasured into the functional currency using the closing rate at the end of every reporting period. All nonmonetary assets and liabilities and related profit and loss accounts are remeasured into the functional currency using the historical exchange rates. Profit and loss accounts, other than those that are remeasured using the historical exchange rates, are remeasured into the functional currency using the average exchange rate for the period. Foreign exchange gains and losses arising from the remeasurement into the functional currency is recognized in profit and loss. |
Fair Value Measurements | Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 2 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 7 – Warrants. At June 30, 2023 and December 31, 2022, the carrying amounts of financial assets and liabilities, such as cash, accounts receivable, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The carrying values of leases payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company’s derivative liabilities are considered Level 3 measurements. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. |
Research and Development Expenses | Research and Development Expenses Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s clinical products. All research and development costs are expensed as incurred. Research and development costs are presented net of tax credits. The Company’s Australian subsidiary is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2022, the Company recorded tax credits of $ 805,000 , of which approximately $ 716,000 491,000 1,207,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. As of June 30, 2023, the Company assessed its income tax expense based on its projected future taxable income for the year ending December 31, 2023 and therefore recorded no amount for income tax expense for the six months ended June 30, 2023. In addition, the Company has significant deferred tax assets available to offset income tax expense due to net operating loss carry forwards which are currently subject to a full valuation allowance based on the Company’s assessment of future taxable income. Refer to our Annual Report on Form 10-K for the year ended December 31, 2022 for more information. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense using a fair value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the SEC Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share 2023 2022 June 30, 2023 2022 Outstanding options to purchase common stock 350 2,340 Warrants to purchase common stock 13 243 Total 363 2,583 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share | The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share 2023 2022 June 30, 2023 2022 Outstanding options to purchase common stock 350 2,340 Warrants to purchase common stock 13 243 Total 363 2,583 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. As of June 30, 2023, and December 31, 2022, property and equipment consists of (in thousands): Schedule of Property and Equipment June 30, 2023 December 31, 2022 Lab equipment $ 1,708 $ 1,631 Finance lease right-of-use lab equipment 162 194 Computer and office equipment 145 131 Total property and equipment 2,015 1,956 Less: accumulated depreciation and amortization (1,710 ) (1,614 ) Property and equipment, net $ 305 $ 342 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands) as of: Schedule of Accounts Payable and Accrued Expenses June 30, 2023 December 31, 2022 Accounts payable $ 1,041 $ 614 Accrued compensation 150 130 Accrued other expenses 230 232 Total accounts payable and accrued expenses $ 1,421 $ 976 |
Stock Based Awards (Tables)
Stock Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option transactions for the 2015 Plan, collectively, for the six months ended June 30, 2023 (in thousands, except per share amounts): Schedule of Share-based Compensation, Stock Options, Activity Number of Total Weighted Aggregate Balance at December 31, 2022 484 350 $ 15.03 $ 0.00 Increase in authorized options - - - - Exercised - - - - Granted - - - - Expired - - - - Cancelled - - - - Balance at June 30, 2023 484 350 $ 14.98 $ 0.00 |
Schedule of Share-based Compensation, Stock Options, Assumption | The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: Schedule of Share-based Compensation, Stock Options, Assumption 2023 2022 Six Months Ended June 30, 2023 2022 Risk-Free interest rate 1.64 % 1.04 % Expected dividend yield 0.00 % 0.00 % Expected volatility 87.82 % 76.24 % Expected term (in years) 4.81 4.33 |
Schedule of Common Stock Reserved for Future Issuance | The following table presents information concerning common stock available for future issuance (in thousands) as of: Schedule of Common Stock Reserved for Future Issuance June 30, 2023 June 30, 2022 Stock options issued and outstanding 350 195 Shares authorized for future option grants 484 639 Warrants outstanding 13 20 Total 847 10,253 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Summary of Warrant Activity | The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the six months ended June 30, 2023 (in thousands): Summary of Warrant Activity Warrants Accounted for as: Equity Warrants Accounted for as: Liabilities May 2018 October 2013 January 2014 Total Outstanding, December 31, 2022 - 2 11 13 Exercised - - - - Granted - - - - Expired - - - - Outstanding, June 30, 2023 - 2 11 13 Expiration date: - 10/24/2023 01/16/2024 |
Schedule of Fair Value of Warrants Classified as Liabilities | The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of June 30, 2023: Schedule of Fair Value of Warrants Classified as Liabilities October 2013 January 2014 Strike price $ 180.00 $ 180.00 Expected dividend yield 0.00 % 0.00 % Contractual term (years) 0.3 0.5 Cumulative volatility 136.62 % 137.78 % Risk-free rate 4.88 % 4.84 % Value per warrants $ - $ - Fair value (in thousands) $ - $ - The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2022: October 2013 January 2014 Strike price $ 180.00 $ 180.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 0.8 1.0 Cumulative volatility 143.06 % 145.00 % Risk-free rate 4.42 % 4.40 % Fair value (in thousands) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | The following table summarizes the Company’s maturities of operating lease liabilities, by year and in aggregate, as of June 30, 2023 (in thousands): Schedule of Maturities of Operating Lease Liabilities 2023 (excluding the six months ended June 30, 2023) $ 124 2024 58 2025 - Thereafter - Total operating lease payments 182 Less: present value discount (6 ) Total operating lease liabilities $ 176 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 363 | 2,583 |
Outstanding Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 350 | 2,340 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13 | 243 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash | $ 37,144,000 | $ 32,419,000 |
Restricted cash | 75,000 | 75,000 |
Tax credits reduction of research and development expense | 805,000 | |
Research and development expense recorded as tax credits receivable | $ 716,000 | |
Tax credits receivable, accrued | 491,000 | |
Tax credit receivable | 1,207,000 | |
United States Financial Institutions Two [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash FDIC insured amount | $ 250,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,015 | $ 1,956 |
Less: accumulated depreciation and amortization | (1,710) | (1,614) |
Property and equipment, net | 305 | 342 |
Lap Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,708 | 1,631 |
Finance Lease Right-of-use Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 162 | 194 |
Computer and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 145 | $ 131 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 96,000 | $ 90,000 |
Finance Lease Right-of-use Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense | $ 7,164,000 | $ 7,716,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,041 | $ 614 |
Accrued compensation | 150 | 130 |
Accrued other expenses | 230 | 232 |
Total accounts payable and accrued expenses | $ 1,421 | $ 976 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jun. 30, 2023 | Apr. 04, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, shares authorized | 150,000,000 | 2,030,458 | 150,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock shares issued to investors | 10,174,000 | 8,143,000 | |
Common stock, shares, outstanding | 10,174,000 | 8,143,000 | |
Share price | $ 1.97 | ||
Purchase price value, investments one | $ 10,000 | $ 8,000 | |
Securities Purchase Agreement [Member] | Two Accredited Investors [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock shares issued to investors | 2,030,458 | ||
Share price | $ 1.97 | ||
Purchase price value, investments one | $ 4,000,000 | ||
Securities Purchase Agreement [Member] | Two Accredited Investors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price value, investments one | 2,000,000 | ||
Securities Purchase Agreement [Member] | Two Accredited Investors [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price value, investments one | $ 2,000,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Option Indexed to Issuer's Equity [Line Items] | |
Number of Shares Available for Grant, Beginning | 484 |
Total Options Outstanding, Beginning | 350 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 15.03 |
Aggregate Intrinsic Value, Beginning | $ | $ 0 |
Number of Shares Available for Grant, Increase in authorized options | |
Total Options Outstanding, Increase in authorized options | |
Weighted Average Exercise Price, Increase in authorized options | $ / shares | |
Aggregate Intrinsic Value, Increase in authorized options | $ | |
Number of Shares Available for Grant, Exercised | |
Total Options Outstanding, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Aggregate Intrinsic Value, Granted | $ / shares | |
Number of Shares Available for Grant, Granted | |
Total Options Outstanding, Granted | |
Aggregate Intrinsic Value, Expired | $ | |
Total Options Outstanding, Expired | |
Weighted Average Exercise Price, Expired | $ / shares | |
Total Options Outstanding, Cancelled | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Aggregate Intrinsic Value, Cancelled | $ | |
Number of Shares Available for Grant, Ending | 484 |
Total Options Outstanding, Ending | 350 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 14.98 |
Aggregate Intrinsic Value, Beginning | $ | $ 0 |
Schedule of Share-based Compe_2
Schedule of Share-based Compensation, Stock Options, Assumption (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-Free interest rate | 1.64% | 1.04% |
Expected dividend yield | 0% | 0% |
Expected volatility | 87.82% | 76.24% |
Expected term (in years) | 4 years 9 months 21 days | 4 years 3 months 29 days |
Schedule of Common Stock Reserv
Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Stock options issued and outstanding | 350 | 195 |
Shares authorized for future option grants | 484 | 639 |
Warrants outstanding | 13 | 20 |
Total | 847 | 10,253 |
Stock Based Awards (Details Nar
Stock Based Awards (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 16, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares reserved for issuance | 847,000 | 847,000 | 10,253,000 | ||||
Weighted-average exercise price, vested or expected to vested exercisable | $ 24.45 | $ 24.45 | |||||
Share-based payment arrangement, expense | $ 179,000 | $ 470,000 | $ 241,000 | $ 480,000 | |||
Unrecognized compensation expense | $ 582,000 | $ 582,000 | |||||
Stock-based compensation weighted average period | 10 months 24 days | ||||||
Number of options outstanding fully vested or expected to vested | 350,000 | 350,000 | |||||
Aggregate intrinsic value, vested or expected to vested option | $ 0 | $ 0 | |||||
Weighted average exercise price, vested or expected to vested option | $ 14.98 | $ 14.98 | |||||
Weighted-average remaining contractual term, vested or expected to vested option | 7 years 10 months 24 days | ||||||
Number of vested and exercisable options, outstanding shares | 170,000 | 170,000 | |||||
Aggregate intrinsic value, vested or expected to vested exercisable | $ 0 | $ 0 | |||||
Weighted-average remaining contractual term, vested or expected to vested exercisable | 6 years 9 months 18 days | ||||||
Shares issued price per share | $ 2.39 | $ 2.39 | |||||
2015 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares reserved for issuance | 833,333 | 833,333 | |||||
Shares available for grant | 483,815 | 483,815 | |||||
Stock options granted | 158,012 | ||||||
Fair value of stock options granted | $ 633,000 | ||||||
Stock option description | The options are ten-year incentive stock options exercisable at $0.42 per share and vesting as follows: one-half vested on the one-year anniversary of the grant date and the remainder vest in eight equal quarterly instalments on the last day of March, June, September and December, with the first such quarterly instalment having vested on June 30, 2023 | ||||||
Weighted-average exercise price, vested or expected to vested exercisable | $ 0.42 | $ 0.42 | |||||
2015 Equity Incentive Plan [Member] | Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock authorized for issuance | 416,667 | ||||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock authorized for issuance | 833,333 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2023 shares | |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 13 |
Number of warrants exercised | |
Number of warrants expired | |
Number of warrants outstanding, ending | 13 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants granted | |
May 2018 Warrants [Member] | Equity [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | |
Warrant expiration date | |
October 2013 Warrants [Member] | Warrant Liabilities [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 2 |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | 2 |
Warrant expiration date | Oct. 24, 2023 |
January 2014 Warrants [Member] | Warrant Liabilities [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding, beginning | 11 |
Number of warrants exercised | |
Number of warrants granted | |
Number of warrants expired | |
Number of warrants outstanding, ending | 11 |
Warrant expiration date | Jan. 16, 2024 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Classified as Liabilities (Details) | Jun. 30, 2023 USD ($) $ / shares | Apr. 04, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Strike price | $ 1.97 | ||
October 2013 Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Strike price | $ 180 | $ 180 | |
Value per warrants | |||
Aggregate value | $ | |||
October 2013 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value assumptions, percentage | 0 | 0 | |
October 2013 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant Expected term (years) | 3 months 18 days | 9 months 18 days | |
October 2013 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value assumptions, percentage | 136.62 | 143.06 | |
October 2013 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value assumptions, percentage | 4.88 | 4.42 | |
January 2014 Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Strike price | $ 180 | $ 180 | |
Value per warrants | |||
Aggregate value | $ | |||
January 2014 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value assumptions, percentage | 0 | 0 | |
January 2014 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant Expected term (years) | 6 months | 1 year | |
January 2014 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value assumptions, percentage | 137.78 | 145 | |
January 2014 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value assumptions, percentage | 4.84 | 4.40 |
Licenses and Collaborations (De
Licenses and Collaborations (Details Narrative) - USD ($) | Feb. 18, 2020 | Jan. 02, 2019 |
Collaboration Agreement [Member] | Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Royalty received on sales | $ 156,000,000 | |
License Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Non refundable license initiation fee | $ 80,000 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (excluding the six months ended June 30, 2023) | $ 124 |
2024 | 58 |
2025 | |
Thereafter | |
Total operating lease payments | 182 |
Less: present value discount | (6) |
Total operating lease liabilities | $ 176 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | |||||||||||
Aug. 03, 2022 | Jun. 07, 2022 | Sep. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Aug. 08, 2023 | Jul. 18, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2020 | |
Product Liability Contingency [Line Items] | ||||||||||||
Operating lease liability | $ 176,000 | |||||||||||
Operating lease liabilities - current | 166,000 | $ 233,000 | ||||||||||
Operating lease liabilities - long term | 10,000 | 57,000 | ||||||||||
Operating lease expense | 116,000 | $ 116,000 | ||||||||||
Finance lease right-of-use asset | 162,000 | 194,000 | ||||||||||
Depreciation expeses | 162,000 | |||||||||||
Finance lease right-of-use assets, accumulated amortization | $ 158,000 | |||||||||||
Usefu life | 25 months | |||||||||||
Fixed assets at book value | $ 32,000 | |||||||||||
[custom:ResevationFee] | $ 1,700,000 | |||||||||||
Restructuring and Related Cost, Expected Cost | 7,200,000 | |||||||||||
Loss contingency damages awarded value | $ 135,906,400 | |||||||||||
Security deposit amount | $ 1,600,000 | |||||||||||
Forecast [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Security deposit receipt | $ 1,600,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Security deposit amount | $ 1,600,000 | |||||||||||
Return of security deposit amount | $ 1,600,000 | |||||||||||
Liberty Insurance Underwriters Inc. [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Loss contingency loss in period | $ 1,000,000 | |||||||||||
Lease Agreement [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Lease term | 36 months | |||||||||||
Finance lease payment | $ 2,000 | |||||||||||
Dr. Phillip Frost [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Rent expense | $ 62,000 | |||||||||||
February 2019 [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Lease termination, description | The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term, starting February 2019. The Company had the right to terminate this lease after three years on January 31, 2022, by giving prior notice at least three months before the early termination date and by paying a termination fee equal to the sum of unamortized leasing commissions and reimbursement for tenant improvements provided by the landlord amortized at 8.0% over the extended term | |||||||||||
Operating Leases [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Operating leases weighted average discount rate | 7% | |||||||||||
Weighted average remaining operating lease term | 10 months 24 days | |||||||||||
Common Area Maintenance [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Operating variable lease expense | $ 54,000 | $ 47,000 | ||||||||||
Related parties current | $ 26,000 | |||||||||||
Miami, Florida [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Lease expiration date | Aug. 31, 2024 | |||||||||||
Bothell, Washington [Member] | ||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||
Lease expiration date | Jan. 31, 2024 |
Transactions with Related Par_2
Transactions with Related Parties (Details Narrative) - USD ($) | Apr. 04, 2023 | Sep. 01, 2021 | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Unregistered common stock, shares | 2,030,458 | 150,000,000 | 150,000,000 | |
Share price | $ 1.97 | |||
Minimum [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Dividends, common stock value | $ 4,000,000 | |||
Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Dividends, common stock value | $ 2,000,000 | |||
Dr. Phillip Frost [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Rent expenses | $ 62,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) $ in Millions | Aug. 08, 2023 | Jul. 31, 2022 |
Subsequent Event [Line Items] | ||
Security deposit amount | $ 1.6 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Security deposit amount | $ 1.6 |