Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-37428 | |
Entity Registrant Name | Qualigen Therapeutics, Inc. | |
Entity Central Index Key | 0001460702 | |
Entity Tax Identification Number | 26-3474527 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2042 Corte Del Nogal | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92011 | |
City Area Code | (760) | |
Local Phone Number | 918-9165 | |
Title of 12(b) Security | Common Stock, par value $.001 per share | |
Trading Symbol | QLGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,117,100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 12,319,809 | $ 23,976,570 |
Accounts receivable, net | 633,550 | 615,757 |
Inventory, net | 1,178,007 | 953,458 |
Prepaid expenses and other current assets | 1,601,512 | 2,678,894 |
Total current assets | 15,732,878 | 28,224,679 |
Right-of-use assets | 264,140 | 430,795 |
Property and equipment, net | 208,958 | 247,323 |
Equipment held for lease, net | 2,693 | 17,947 |
Intangible assets, net | 177,562 | 187,694 |
Other assets | 18,334 | 18,334 |
Total Assets | 16,404,564 | 29,126,772 |
Current liabilities | ||
Accounts payable | 908,703 | 500,768 |
Accrued expenses and other current liabilities | 1,799,431 | 746,738 |
Notes payable, current portion | 131,766 | |
Deferred revenue, current portion | 270,761 | 486,031 |
Operating lease liability, current portion | 278,901 | 254,739 |
Warrant liabilities | 2,169,200 | 8,310,100 |
Total current liabilities | 5,426,996 | 10,430,142 |
Notes payable, net of current portion | 6,973 | |
Operating lease liability, net of current portion | 24,993 | 236,826 |
Deferred revenue, net of current portion | 106,493 | 158,271 |
Total liabilities | 5,558,482 | 10,832,212 |
Stockholders’ equity | ||
Series Alpha convertible preferred stock, $0.001 par value; 7,000 shares authorized; 180 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 1 | 1 |
Common stock, $0.001 par value; 225,000,000 shares authorized; 29,082,069 and 27,296,061 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 29,082 | 27,296 |
Additional paid-in capital | 89,500,869 | 85,114,755 |
Accumulated deficit | (78,683,870) | (66,847,492) |
Total stockholders’ equity | 10,846,082 | 18,294,560 |
Total Liabilities & Stockholders’ Equity | $ 16,404,564 | $ 29,126,772 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series Alpha convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series Alpha convertible preferred stock, shares authorized | 7,000 | 7,000 |
Series Alpha convertible preferred stock, shares issued | 180 | 180 |
Series Alpha convertible preferred stock, shares outstanding | 180 | 180 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 29,082,069 | 27,296,061 |
Common stock, shares outstanding | 29,082,069 | 27,296,061 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES | ||||
Total revenues | $ 1,155,065 | $ 837,714 | $ 4,172,496 | $ 3,198,536 |
EXPENSES | ||||
Cost of product sales | 993,120 | 921,475 | 3,112,224 | 2,721,049 |
General and administrative | 2,756,323 | 2,664,658 | 8,582,362 | 5,562,650 |
Research and development | 2,083,315 | 870,876 | 10,091,155 | 1,706,280 |
Sales and marketing | 130,217 | 98,045 | 402,347 | 279,151 |
Total expenses | 5,962,976 | 4,555,054 | 22,188,087 | 10,269,130 |
LOSS FROM OPERATIONS | (4,807,910) | (3,717,340) | (18,015,591) | (7,070,594) |
OTHER (INCOME) EXPENSE, NET | ||||
Loss (gain) on change in fair value of warrant liabilities | (1,942,900) | 4,395,300 | (6,140,900) | 20,596,700 |
Interest (income) expense, net | (6,801) | 715 | (36,862) | 148,836 |
Other (income) expense, net | (702) | (2,447) | (3,596) | (253,719) |
Total other (income) expense, net | (1,950,403) | 4,393,568 | (6,181,358) | 20,491,817 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (2,857,507) | (8,110,908) | (11,834,233) | (27,562,411) |
PROVISION FOR INCOME TAXES | 1,011 | 2,305 | 2,146 | 2,283 |
NET LOSS | $ (2,858,518) | $ (8,113,213) | $ (11,836,378) | $ (27,564,694) |
Net loss per common share, basic and diluted | $ (0.10) | $ (0.41) | $ (0.41) | $ (2.41) |
Weighted—average number of shares outstanding, basic and diluted | 29,026,211 | 19,799,468 | 28,683,972 | 11,434,649 |
Net Product Sales [Member] | ||||
REVENUES | ||||
Total revenues | $ 1,155,065 | $ 837,714 | $ 3,693,842 | $ 3,153,536 |
License Revenue [Member] | ||||
REVENUES | ||||
Total revenues | 478,654 | |||
Collaborative Research Revenue [Member] | ||||
REVENUES | ||||
Total revenues | $ 45,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member]Preferred Stock [Member] | Series B Convertible Preferred Stock [Member]Preferred Stock [Member] | Series C Convertible Preferred Stock [Member]Preferred Stock [Member] | Series D Convertible Preferred Stock [Member]Preferred Stock [Member] | Series D One Convertible Preferred Stock [Member]Preferred Stock [Member] | Series Alpha Convertible Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 24,129 | $ 77,077 | $ 33,007 | $ 15,083 | $ 6,435 | $ 56,026 | $ 45,153,733 | $ (46,428,550) | $ (1,063,060) | |
Balance, shares at Dec. 31, 2019 | 2,412,887 | 7,707,736 | 3,300,715 | 1,508,305 | 643,511 | 5,602,214 | ||||
Stock-based compensation | 7,866 | 7,866 | ||||||||
Net Loss | (872,576) | (872,576) | ||||||||
Balance at Mar. 31, 2020 | $ 24,129 | $ 77,077 | $ 33,007 | $ 15,083 | $ 6,435 | $ 56,026 | 45,161,599 | (47,301,126) | (1,927,770) | |
Balance, shares at Mar. 31, 2020 | 2,412,887 | 7,707,736 | 3,300,715 | 1,508,305 | 643,511 | 5,602,214 | ||||
Balance at Dec. 31, 2019 | $ 24,129 | $ 77,077 | $ 33,007 | $ 15,083 | $ 6,435 | $ 56,026 | 45,153,733 | (46,428,550) | (1,063,060) | |
Balance, shares at Dec. 31, 2019 | 2,412,887 | 7,707,736 | 3,300,715 | 1,508,305 | 643,511 | 5,602,214 | ||||
Net Loss | (27,564,694) | |||||||||
Balance at Sep. 30, 2020 | $ 1 | $ 22,530 | 71,082,072 | (73,993,244) | (2,888,641) | |||||
Balance, shares at Sep. 30, 2020 | 698 | 22,529,905 | ||||||||
Balance at Mar. 31, 2020 | $ 24,129 | $ 77,077 | $ 33,007 | $ 15,083 | $ 6,435 | $ 56,026 | 45,161,599 | (47,301,126) | (1,927,770) | |
Balance, shares at Mar. 31, 2020 | 2,412,887 | 7,707,736 | 3,300,715 | 1,508,305 | 643,511 | 5,602,214 | ||||
Issuance of common stock for conversion of preferred stock | $ (24,129) | $ (77,077) | $ (33,007) | $ (15,083) | $ (6,435) | $ (1) | $ 7,042 | 148,690 | ||
Issuance of common stock for conversion of preferred stock, shares | (2,412,887) | (7,707,736) | (3,300,715) | (1,508,305) | (643,511) | (740) | 7,042,660 | |||
Issuance of common stock for conversion of notes payable and accrued interest | $ 1,775 | 1,582,633 | 1,584,408 | |||||||
Issuance of common stock for conversion of notes payable and accrued interest, shares | 1,775,096 | |||||||||
Issuance of Series Alpha preferred shares upon closing of private placement | $ 5 | 4,009,995 | 4,010,000 | |||||||
Issuance of Series Alpha preferred shares upon closing of private placement, shares | 5,010 | |||||||||
Effect of reverse recapitalization | $ (52,519) | 863,405 | 810,886 | |||||||
Effect of reverse recapitalization, shares | (2,095,826) | |||||||||
Issuance of Series Alpha preferred stock for conversion of notes payable | 350,000 | 350,000 | ||||||||
Issuance of Series Alpha preferred stock for conversion of notes payable, shares | 350 | |||||||||
Shares and warrants issued to advisor upon closing of private placement | $ 1,217 | 1,103,891 | 1,105,108 | |||||||
Shares and warrants issued to advisor upon closing of private placement, shares | 1,217,147 | |||||||||
Fair value of shares issued to advisor upon closing of private placement | 902,250 | 902,250 | ||||||||
Fair value of warrants issued to advisor upon closing of private placement | (202,858) | (202,858) | ||||||||
Stock issued for professional services | $ 47 | 239,953 | 240,000 | |||||||
Stock issued for professional services, shares | 46,967 | |||||||||
Stock-based compensation | 358,625 | 358,625 | ||||||||
Net Loss | (18,578,905) | (18,578,905) | ||||||||
Balance at Jun. 30, 2020 | $ 4 | $ 13,588 | 52,713,683 | (65,880,031) | (13,152,756) | |||||
Balance, shares at Jun. 30, 2020 | 4,620 | 13,588,258 | ||||||||
Issuance of common stock for conversion of preferred stock | $ (3) | $ 5,303 | (5,300) | |||||||
Issuance of common stock for conversion of preferred stock, shares | (3,922) | 5,303,773 | ||||||||
Shares and (exercised) warrants issued pursuant to Securities Purchase Agreements | $ 3,639 | 17,997,142 | 18,000,781 | |||||||
Shares and (exercised) warrants issued pursuant to Securities Purchase Agreements, shares | 3,637,874 | |||||||||
Commission and offering costs of Securities Purchase Agreements | (835,904) | (835,904) | ||||||||
Stock-based compensation | 1,212,451 | 1,212,451 | ||||||||
Net Loss | (8,113,213) | (8,113,213) | ||||||||
Balance at Sep. 30, 2020 | $ 1 | $ 22,530 | 71,082,072 | (73,993,244) | (2,888,641) | |||||
Balance, shares at Sep. 30, 2020 | 698 | 22,529,905 | ||||||||
Balance at Dec. 31, 2020 | $ 1 | $ 27,296 | 85,114,755 | (66,847,492) | 18,294,560 | |||||
Balance, shares at Dec. 31, 2020 | 180 | 27,296,061 | ||||||||
Stock issued upon cash-exercise of warrants | $ 1,320 | 243,261 | 244,581 | |||||||
Stock issued upon cash-exercise of warrants, shares | 1,319,625 | |||||||||
Stock issued upon net-exercise of warrants | $ 192 | (192) | ||||||||
Stock issued upon net-exercise of warrants, shares | 192,373 | |||||||||
Stock issued for professional services | $ 25 | 101,725 | 101,750 | |||||||
Stock issued for professional services, shares | 25,000 | |||||||||
Stock-based compensation | 1,262,123 | 1,262,123 | ||||||||
Net Loss | (3,672,627) | (3,672,627) | ||||||||
Balance at Mar. 31, 2021 | $ 1 | $ 28,833 | 86,721,672 | (70,520,119) | 16,230,387 | |||||
Balance, shares at Mar. 31, 2021 | 180 | 28,833,059 | ||||||||
Balance at Dec. 31, 2020 | $ 1 | $ 27,296 | 85,114,755 | (66,847,492) | 18,294,560 | |||||
Balance, shares at Dec. 31, 2020 | 180 | 27,296,061 | ||||||||
Net Loss | (11,836,378) | |||||||||
Balance at Sep. 30, 2021 | $ 1 | $ 29,082 | 89,500,869 | (78,683,870) | 10,846,082 | |||||
Balance, shares at Sep. 30, 2021 | 180 | 29,082,069 | ||||||||
Balance at Mar. 31, 2021 | $ 1 | $ 28,833 | 86,721,672 | (70,520,119) | 16,230,387 | |||||
Balance, shares at Mar. 31, 2021 | 180 | 28,833,059 | ||||||||
Stock issued upon cash-exercise of warrants | $ 69 | 49,669 | 49,738 | |||||||
Stock issued upon cash-exercise of warrants, shares | 69,129 | |||||||||
Stock-based compensation | 1,286,926 | 1,286,926 | ||||||||
Net Loss | (5,305,233) | (5,305,233) | ||||||||
Balance at Jun. 30, 2021 | $ 1 | $ 28,902 | 88,058,267 | (75,825,352) | 12,261,818 | |||||
Balance, shares at Jun. 30, 2021 | 180 | 28,902,188 | ||||||||
Stock issued upon cash-exercise of warrants | $ 180 | 129,245 | 129,425 | |||||||
Stock issued upon cash-exercise of warrants, shares | 179,881 | |||||||||
Stock-based compensation | 1,313,357 | 1,313,357 | ||||||||
Net Loss | (2,858,518) | (2,858,518) | ||||||||
Balance at Sep. 30, 2021 | $ 1 | $ 29,082 | $ 89,500,869 | $ (78,683,870) | $ 10,846,082 | |||||
Balance, shares at Sep. 30, 2021 | 180 | 29,082,069 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (11,836,378) | $ (27,564,694) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 82,404 | 110,279 |
Amortization of right-of-use assets | 166,657 | 101,869 |
Accounts receivable reserves and allowances | 15,295 | (11,441) |
Inventory reserves | 20,040 | 76,233 |
Common stock issued for professional services | 101,750 | |
Stock-based compensation | 3,862,406 | 1,578,942 |
Change in fair value of warrant liabilities | (6,140,900) | 20,596,700 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (33,088) | 798,097 |
Inventory and equipment held for lease | (138,885) | (223,948) |
Prepaid expenses and other assets | 1,077,381 | (623,647) |
Accounts payable | 407,933 | (295,088) |
Accrued expenses and other current liabilities | 1,052,693 | (485,604) |
Operating lease liability | (187,671) | (112,166) |
Deferred revenue | (267,047) | (243,887) |
Net cash used in operating activities | (11,817,410) | (6,298,355) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (117,463) | (137,945) |
Payments for patents and licenses | (6,893) | (542,190) |
Net cash used in investing activities | (124,356) | (680,135) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of Series Alpha preferred shares upon closing of private placement | 4,010,000 | |
Proceeds from issuance of shares and warrants to investor upon closing of Securities Purchase Agreement | 18,000,781 | |
Commission and offering costs of Securities Purchase Agreements | (835,904) | |
Net proceeds from the issuance of notes payable | 1,682,661 | |
Net proceeds from warrant exercises | 423,744 | |
Principal payments on notes payable | (138,739) | (1,542,203) |
Net cash provided by financing activities | 285,005 | 21,315,335 |
Net change in cash and cash equivalents | (11,656,761) | 14,336,844 |
CASH AND CASH EQUIVALENTS - beginning of period | 23,976,570 | 128,696 |
CASH AND CASH EQUIVALENTS - end of period | 12,319,809 | 14,465,541 |
Cash paid during the year for: | ||
Interest | 1,233 | 47,729 |
Taxes | 2,200 | 5,272 |
NONCASH FINANCING AND INVESTING ACTIVITIES: | ||
Issuance of common stock for professional services | 240,000 | |
Issuance of common stock for conversion of debt | 1,350,198 | |
Issuance of common stock for conversion of accrued interest | 234,210 | |
Issuance of common stock for conversion of preferred stock | 148,690 | |
Issuance of preferred stock for conversion of debt | 350,000 | |
Fair value of shares issued to advisor upon closing of private placement | 902,250 | |
Fair value of warrants issued to advisor upon closing of private placement | 202,858 | |
Effect of reverse recapitalization | 810,886 | |
Initial measurement of operating lease right-of-use assets | 663,110 | |
Fair value of shares issued for cashless warrant exercises | 722,970 | |
Net transfers to inventory from equipment held for lease | $ 1,304 | $ 5,439 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Organization Qualigen, Inc., now a subsidiary of Qualigen Therapeutics, Inc., was incorporated in Minnesota in 1996 to design, develop, manufacture and sell point-of-care quantitative immunoassay diagnostic products for use in physician offices and other point-of-care settings worldwide, and was reincorporated in Delaware in 1999. Qualigen Therapeutics, Inc. (the “Company”) operates in one business segment. In May 2020, Qualigen, Inc. completed a reverse recapitalization transaction with Ritter Pharmaceuticals, Inc. (“Ritter”) and Ritter was renamed Qualigen Therapeutics, Inc. All shares of Qualigen, Inc.’s capital stock were exchanged for Qualigen Therapeutics, Inc.’s capital stock in the merger. Ritter/Qualigen Therapeutics common stock, which was previously traded on the Nasdaq Capital Market under the ticker symbol “RTTR,” commenced trading on the Nasdaq Capital Market, on a post-reverse-stock-split adjusted basis, under the trading symbol “QLGN” on May 26, 2020. Qualigen, Inc. was determined to be the accounting acquirer in a reverse recapitalization based upon the terms of the merger and other factors. All references to financial figures of the Company presented in the accompanying condensed consolidated financial statements and in these Notes through May 22, 2020 are to those of Qualigen, Inc. All references to financial figures after May 22, 2020 are to those of Qualigen Therapeutics, Inc. and Qualigen, Inc. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim reports of companies filing as a smaller reporting company. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Transition Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Certain notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Transition Report on Form 10-K have been omitted. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited balance sheet at December 31, 2020 contained in such Form 10-K. Principles of Consolidation The Company’s unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in one operating segment. Accounting Estimates Management uses estimates and assumptions in preparing its condensed consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant estimates relate to the estimated fair value of warrant liabilities, stock-based compensation, amortization and depreciation, inventory reserves, allowances for doubtful accounts and returns, and warranty reserve. Actual results could vary from the estimates that were used. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposits which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on cash and cash equivalents. Inventory, Net Inventory is recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The Company reviews the components of its inventory on a periodic basis for excess or obsolete inventory, and records specific reserves for identified items. Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that assets may not be recoverable. An impairment loss would be recognized when the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets. The amount of impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. During the three and nine months ended September 30, 2021 and 2020, no Accounts Receivable, Net The Company grants credit to domestic physicians, clinics, and distributors. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. Customers can purchase certain products through a financing agreement that the Company has with an outside leasing company. Under the agreement, the leasing company evaluates the creditworthiness of the customer. Upon acceptance of the product by the customer, the leasing company remits payment to the Company at a discount. This financing arrangement is without recourse to the Company. The Company provides an allowance for doubtful accounts and returns equal to the estimated uncollectible amounts or expected returns. The Company’s estimates are based on historical collections and returns and a review of the current status of trade accounts receivable. Accounts receivable is comprised of the following at: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2021 December 31, 2020 Accounts Receivable $ 662,718 $ 629,630 Less Allowances (29,168 ) (13,873 ) Accounts receivable, net $ 633,550 $ 615,757 Research and Development The Company expenses research and development costs as incurred. Shipping and Handling Costs The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound and outbound freight are generally recorded in cost of sales which totaled approximately $ 29,000 32,000 88,000 86,000 3,000 2,000 8,000 Revenue from Contracts with Customers Effective April 1, 2020, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Product Sales The Company generates revenue from selling FastPack System analyzers, accessories and disposable products used with the FastPack System. Disposable products include reagent packs which are diagnostic tests for PSA, testosterone, thyroid disorders, pregnancy, and Vitamin D. The Company provides disposable products and equipment in exchange for consideration, which occurs when a customer submits a purchase order and the Company provides disposable products and equipment at the agreed upon prices in the invoice. Generally, customers purchase disposable products using separate purchase orders after the equipment (“analyzer”) has been provided to the customer. The initial delivery of the equipment and reagent packs represents a single performance obligation and is completed upon receipt by the customer. The delivery of each subsequent individual reagent pack represents a separate performance obligation because the reagent packs are standardized, are not interrelated in any way, and the customer can benefit from each reagent pack without any other product. There are no significant discounts, rebates, returns or other forms of variable consideration. Customers are generally required to pay within 30 days. The performance obligation arising from the delivery of the equipment is satisfied upon the delivery of the equipment to the customer. The disposable products are shipped Free on Board (“FOB”) shipping point. For disposable products that are shipped FOB shipping point, the customer has the significant risks and rewards of ownership and legal title to the assets when the disposable products leave the Company’s shipping facilities, thus the customer obtains control and revenue is recognized at that point in time. The Company has elected the practical expedient and accounting policy election to account for the shipping and handling as activities to fulfill the promise to transfer the disposable products and not as a separate performance obligation. The Company’s contracts with customers generally have an expected duration of one year or less, and therefore the Company has elected the practical expedient in ASC 606 to not disclose information about its remaining performance obligations. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. License Revenue The Company enters into out-license agreements with counterparties to develop and/or commercialize its products in exchange for nonrefundable upfront license fees and/or sales-based royalties. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from nonrefundable upfront fees allocated to the license when the license is transferred to the customer and the customer can benefit from the license. For licenses that are bundled with other performance obligations, management uses judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from nonrefundable upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. During the three months ended September 30, 2021 and 2020, the Company recognized license revenue of $ 0 0 479 0 Collaborative Research Revenue Prior to the adoption of ASC 606, the Company recognized research revenue over the term of various agreements, as negotiated contracted amounts were earned or reimbursable costs were incurred related to those agreements. Negotiated contracted amounts were earned in relative proportion to the performance required under the applicable contracts. Any amounts received prior to satisfying these revenue recognition criteria were recorded as deferred revenue. To determine revenue recognition for contracts with customers within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies the relevant performance obligations. Collaborative research revenue is recognized as research services are performed over the development periods for each agreement. During the three months ended September 30, 2021 and 2020, the Company recognized collaborative research revenue of $ 0 0 0 45,000 Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Prior to the adoption of ASC 606 effective April 1, 2020 (using the modified retrospective approach), the Company accounted for its revenue arrangements under ASC 605, Revenue Recognition (“ASC 605”). Under ASC 605, revenue arrangements with multiple deliverables were evaluated for proper accounting treatment. In these arrangements, the Company recorded revenue as separate units of accounting if the delivered items have value to the customer on a stand-alone basis, if the arrangement includes a general right of return relative to the delivered items, and if delivery or performance of the undelivered items is considered probable and substantially within the Company’s control. Under ASC 605, revenues from product sales which included both the analyzer and various immunoassay products (“reagents”) were generally recognized upon shipment, as no significant continuing performance obligations remained post shipment. Cash payments received in advance were classified as deferred revenue and recorded as a liability. The Company was generally not contractually obligated to accept returns, except for defective products. Revenue was recorded net of an allowance for estimated returns. Multiple element arrangements included contracts that combined both the Company’s analyzer and a customer’s future reagent purchases under a single contract. In some sales contracts, the Company provided analyzers at no charge to customers. Title to the analyzer was maintained by the Company and the analyzer was returned by the customer to the Company at the end of the purchase agreement. During the three months ended September 30, 2021 and 2020, product sales are stated net of an allowance for estimated returns of approximately $ 0 30,000 1,000 6,000 Deferred Revenue Prior to the adoption of ASC 606, payments received in advance from customers pursuant to certain collaborative research and license agreements, deposits against future product sales, multiple element arrangements and extended warranties are recorded as a current or non-current deferred revenue liability based on the time from the balance sheet date to the future date of revenue recognition. The adoption of ASC 606 had no material effect on deferred revenue. Operating Leases The Company adopted ASC Topic 842, Leases nd Note 8 for more information. Property and Equipment, Net Property and equipment are stated at cost and are presented net of accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Machinery and equipment 5 Computer equipment 3 Molds and tooling 5 Furniture and fixtures 5 Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or their estimated useful lives. The Company occasionally designs and builds its own machinery. The costs of these projects, which includes the cost of construction and other direct costs attributable to the construction, are capitalized as construction in progress. No provision for depreciation is made on construction in progress until the relevant assets are completed and placed in service. The Company’s policy is to evaluate the remaining lives and recoverability of long-term assets on at least an annual basis or when conditions are present that indicate impairment. Intangible Assets, Net Intangibles consist of patent-related costs and costs for in-license agreements. Management reviews the carrying value of intangible assets that are being amortized on an annual basis or sooner when there is evidence that events or changes in circumstances may indicate that impairment exists. The Company considers relevant cash flow and profitability information, including estimated future operating results, trends and other available information, in assessing whether the carrying value of intangible assets being amortized can be recovered. If the Company determines that the carrying value of intangible assets will not be recovered from the undiscounted future cash flows expected to result from the use and eventual disposition of the underlying assets, the Company considers the carrying value of such intangible assets as impaired and reduces them by a charge to operations in the amount of the impairment. Costs related to acquiring patents and licenses are capitalized and amortized over their estimated useful lives, which is generally 5 17 The carrying value of the patents of approximately $ 164,000 169,000 315,000 303,000 4,000 3,000 12,000 10,000 4,000 19,000 18,000 15,000 14,000 94,000 The carrying value of the in-licenses of approximately $ 14,000 19,000 405,000 400,000 2,000 5,000 2,000 7,000 5,000 Derivative Financial Instruments and Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Depending on the features of the derivative financial instrument, the Company uses either the Black-Scholes option-pricing model or a Monte Carlo simulation to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (see Note 7). Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: ● Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ● Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 - Inputs that are unobservable. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and debt are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Stock-Based Compensation Stock-based compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair value of the award using the Black-Scholes option-pricing model, and is recognized as an expense, under the straight-line method, over the requisite service period (generally the vesting period of the equity grant). If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company-issued stock options could change significantly. Higher volatility and longer expected lives would result in an increase to stock-based compensation expense to employees and non-employees determined at the date of grant. Income Taxes Deferred income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses, and state taxes. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. The components of the deferred tax asset and liability are individually classified as current and noncurrent based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. Sales and Excise Taxes Sales and other taxes collected from customers and subsequently remitted to government authorities are recorded as accounts receivable with corresponding tax payable. These balances are removed from the balance sheet as cash is collected from customers and remitted to the tax authority. Warranty Reserve The Company’s warranty policy generally provides for one year of coverage against defects and nonperformance within published specifications for sold analyzers and for the term of the contract for equipment held for lease. The Company accrues for estimated warranty costs in the period in which the revenue is recognized based on historical data and the Company’s best estimates of analyzer failure rates and costs to repair. Accrued warranty liabilities were approximately $ 51,000 25,000 24,000 28,000 72,000 89,000 Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, employee stock purchase plan rights, restricted stock units, and warrants, and convertible preferred stock are considered to be common stock equivalents but are not included in the calculations of diluted net loss per share for the periods presented as their effect would be anti-dilutive. The Company incurred net losses for all periods presented and there were no reconciling items for potentially dilutive securities. More specifically, at September 30, 2021 and 2020, stock options, warrants, and convertible preferred stock exercisable or convertible for approximately 13.7 14.8 Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of the fiscal year beginning January 1, 2023, and early adoption is permitted. The Company has not completed its review of the impact of this standard on its consolidated financial statements. However, based on the Company’s history of immaterial credit losses from trade receivables, management does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement,” an amendment to the accounting guidance on fair value measurements. The guidance modifies the disclosure requirements on fair value measurements, including the removal of disclosures of the amount of and reasons for transfers between Level 1 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The guidance also adds certain disclosure requirements related to Level 3 fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU No. 2018-13 on April 1, 2020 and the adoption of this guidance did not have a material impact on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under prior U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. Other accounting standard updates are either not applicable to the Company or are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY | NOTE 2 — LIQUIDITY The Company has incurred recurring losses from operations and has an accumulated deficit at September 30, 2021, and the Company expects to continue to incur losses subsequent to the balance sheet date of September 30, 2021. The Company’s reverse recapitalization transaction with Ritter closed in May 2020 together with an associated new equity capital raise of approximately $ 4.0 1.9 30.0 |
INVENTORY, NET
INVENTORY, NET | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | NOTE 3 — INVENTORY, NET Inventory, net consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Raw materials $ 749,730 $ 579,765 Work in process 345,913 309,826 Finished goods 82,364 63,867 Inventory net $ 1,178,007 $ 953,458 As of September 30, 2021 and December 31, 2020, total inventory is recorded net of inventory reserves of $ 128,000 108,000 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 December 31, 2020 Prepaid insurance $ 1,528,472 $ 1,307,864 Prepaid manufacturing expenses 45,579 1,181,029 Prepaid investor relations expenses — 150,000 Other prepaid expenses 27,461 40,001 Prepaid expenses and other current assets $ 1,601,512 $ 2,678,894 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 — PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Machinery and equipment $ 2,477,913 $ 2,401,470 Construction in progress–equipment — 104,400 Computer equipment 338,415 443,865 Leasehold improvements 327,894 321,033 Molds and tooling 260,002 260,002 Furniture and fixtures 143,013 138,699 3,547,237 3,669,469 Less Accumulated depreciation (3,338,279 ) (3,422,146 ) $ 208,958 $ 247,323 Depreciation expense relating to property and equipment was approximately $ 19,000 10,000 51,000 28,000 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 6 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, 2021 December 31, 2020 Board compensation $ 17,500 $ 15,091 Bonus 280,839 — Consulting 154,400 — Franchise, sales and use taxes 15,771 30,353 Income taxes 3,272 3,326 Patent and license fees — 7,204 Payroll 101,514 4,566 Professional fees 107,686 58,261 Research and development 751,820 237,504 Royalties 8,294 491 Vacation 267,766 230,457 Warranty costs 50,783 24,871 Other 39,786 134,614 Accrued expenses and other current liabilities $ 1,799,431 $ 746,738 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 7 – WARRANT LIABILITIES In 2004, the Company issued warrants to various investors and brokers for the purchase of Series C preferred stock in connection with a private placement (the “Series C Warrants”). The Series C Warrants were subsequently extended and, upon closing of the reverse recapitalization transaction with Ritter, exchanged for warrants to purchase common stock of the Company, pursuant to the Series C Warrant terms as adjusted. The Series C Warrants were classified as liabilities, but had minimal fair value prior to the merger with Ritter. In exchange for the Series C Warrants, upon closing of the merger with Ritter, the holders received warrants to purchase an aggregate of 4,713,490 0.72 2.1 2.7 The following table summarizes the activity in the warrants received in exchange for the Series C Warrants for the nine months ended September 30, 2021: SCHEDULE OF WARRANTS ACTIVITY Common Stock Warrants (received in exchange for the Series C Warrants) Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining (Years) Total outstanding – December 31, 2020 3,378,596 $ 0.72 Exercised (722,618 ) 0.72 Forfeited (36,097 ) 0.72 Expired — — Granted — — Total outstanding – September 30, 2021 2,619,881 $ 0.72 Exercisable 2,619,881 $ 0.72 $ 0.72 2.25 Of the 722,618 156,861 The following table summarizes the activity in the warrants received in exchange for the Series C Warrants activity for the nine months ended September 30, 2020: Common Stock Warrants (received in exchange for the Series C Warrants) Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Lifevv (Years) Total outstanding – December 31, 2019 — $ — Series C preferred stock warrants exchanged for common stock warrants upon reverse recapitalization 4,713,490 0.72 Forfeited — — Expired — — Granted — — Total outstanding – September 30, 2020 4,713,490 $ 0.72 Exercisable 4,713,490 $ 0.72 $ 0.72 3.57 The following table presents the Company’s fair value hierarchy for its warrant liabilities (all of which arise under the warrants received in exchange for the Series C Warrants) measured at fair value on a recurring basis using Level 3 inputs as of September 30, 2021: SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES Warrant liabilities Quoted Significant Significant Total Balance as of December 31, 2020 $ — $ — $ 8,310,100 $ 8,310,100 Change in fair value of warrant liabilities — — (6,140,900 ) (6,140,900 ) Balance as of September 30, 2021 $ — $ — $ 2,169,200 $ 2,169,200 There were no transfers of financial assets or liabilities between category levels for the three and nine months ended September 30, 2021. During the nine months ended September 30, 2021 the Company recorded $ 6.1 2.2 8.31 20.6 The value of the warrant liabilities was based on a valuation received from an independent valuation firm determined using a Monte-Carlo simulation. For volatility, the Company considers comparable public companies as a basis for its expected volatility to calculate the fair value of common stock warrants and transitions to its own volatility as the Company develops sufficient appropriate history as a public company. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected term of the common stock warrant. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. Any significant changes in the inputs may result in significantly higher or lower fair value measurements. The following table shows the range of assumptions used in estimating the fair value of warrant liabilities as of September 30, 2021 and December 31, 2020: SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES September 30, 2021 December 31, 2020 Range Risk-free interest rate 0.31 0.46 % 0.17 0.22 % Expected volatility (peer group) 82.00 — 86.00 % 82.00 % Term of warrants (in years) 2.14 2.74 2.90 3.49 Expected dividend yield 0.00 % 0.00 % |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 8 — LEASES The Company leases its facilities under a long-term operating lease agreement expiring in October 2022. The tables below show the operating lease right-of-use assets and operating lease liabilities as of December 31, 2020 and September 30, 2021, including the changes during the periods: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES Operating lease right-of-use assets Net right-of-use assets at December 31, 2020 $ 430,795 Less amortization of operating lease right-of-use assets (166,655 ) Operating lease right-of-use assets at September 30, 2021 $ 264,140 Operating lease liabilities Lease liabilities arising from obtaining right-of-use assets at April 1, 2020: $ 491,565 Less principal payments on operating lease liabilities (187,671 ) Lease liabilities at September 30, 2021 303,894 Less non-current portion (24,993 ) Current portion at September 30, 2021 $ 278,901 As of September 30, 2021, the Company’s operating leases have a weighted-average remaining lease term of 1.1 8.9 As of September 30, 2021, future minimum payments during the next five fiscal years and thereafter are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Year Ending December 31, Amount 2021 (nine months) $ 73,335 2022 246,650 2023 — Total 319,985 Less present value discount (16,091 ) Operating lease liabilities $ 303,894 Total lease expense was approximately $ 83,000 86,000 255,000 257,000 |
RESEARCH AND LICENSE AGREEMENTS
RESEARCH AND LICENSE AGREEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Research And License Agreements | |
RESEARCH AND LICENSE AGREEMENTS | NOTE 9 — RESEARCH AND LICENSE AGREEMENTS The University of Louisville Research Foundation Between June 2018 and September 2020, the Company entered into license and sponsored research agreements with the University of Louisville Research Foundation (“ULRF”) for QN-247, a novel aptamer-based compound that has shown promise as an anticancer drug. Under the agreements, the Company will take over development, regulatory approval and commercialization of the compound from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received a $ 50,000 805,000 200,000 In addition, the Company agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of anti-nucleolin agent-conjugated nanoparticles, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the last to expire of the licensed patents, (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2018, and (iv) payments ranging from $ 100,000 5,000,000 100,000 200,000 350,000 500,000 500,000,000 10,000 50,000 Sponsored research expenses related to these agreements for the three months ended September 30, 2021 and 2020 were approximately $ 83,000 0 235,000 2,000 0 0 0 10,000 50,000 0 103,000 0 In March 2019, the Company entered into a sponsored research agreement and an option for a license agreement with ULRF for development of several small-molecule RAS interaction inhibitor drug candidates. Under the terms of this agreement, the Company will reimburse ULRF for sponsored research expenses of up to $693,000 for this program. In February 2021, the Company extended the term of this agreement for an additional 18 months (expires July 2022) and increased the amount that the Company will reimburse ULRF for sponsored research expenses from $ 693,000 1.8 112,000 In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patent, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to July 2020, and (iv) payments ranging from $ 50,000 5,000,000 50,000 100,000 150,000 300,000 5,000,000 500,000,000 20,000 100,000 Sponsored research expenses related to these agreements for the three months ended September 30, 2021 and 2020 were approximately $ 264,000 50,000 469,000 297,000 18,000 0 58,000 0 In June 2020, the Company entered into an exclusive license agreement with ULRF for its intellectual property in the use of QN-165 as a treatment for COVID-19. Under the agreement, the Company will take over development, regulatory approval and commercialization of the compound (for such use) from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received approximately $ 24,000 250,000 430,000 In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of QN-165 as a treatment for COVID-19, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patents, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2020, and (iv) payments ranging from $ 50,000 5,000,000 50,000 100,000 150,000 300,000 5,000,000 500,000,000 5,000 50,000 Sponsored research expenses related to these agreements for the three months ended September 30, 2021 and 2020 were approximately $ 12,000 and $ 0 , respectively, and for the nine months ended September 30, 2021 and 2020 were approximately $ 106,000 and $ 0 , respectively, and are recorded in research and development expenses in the statements of operations. License costs related to these agreements for the three months ended September 30, 2021 and 2020 were approximately $ 11,000 and $ 0 , respectively, and for the nine months ended September 30, 2021 and 2020 were approximately $ 27,000 and $ 0 , respectively, and are recorded in research and development expenses in the statements of operations. Advanced Cancer Therapeutics In December 2018, the Company entered into a license agreement with Advanced Cancer Therapeutics, LLC (“ACT”), granting the Company exclusive rights to develop and commercialize QN-165, an aptamer-based drug candidate. In return, ACT received a $ 25,000 convertible promissory note in payment of an upfront license fee, which was subsequently converted into the Company’s common stock. In addition, the Company agreed to pay ACT (i) royalties, on net sales associated with the commercialization of QN-165, of 2% (only if patent-covered and only on net sales above a cumulative $3,000,000) or 1% (if not patent-covered, but only on net sales above a cumulative $3,000,000) , until the 15th anniversary of the ACT license agreement and (ii) milestone payments of $ 100,000 for the Company raising a cumulative total of $ 2,000,000 in new equity financing after the date of the ACT license agreement, $ 100,000 upon any first QN-165-based licensed product receiving the CE Mark or similar FDA status, and $ 500,000 upon cumulative worldwide QN-165-based licensed product net sales reaching $ 3,000,000 . For the three months ended September 30, 2021 and 2020, there were $0 and $100,000 in license costs, respectively, and for the nine months ended September 30, 2021 and 2020, there were approximately $ 2,000 and $ 110,000 , Prediction Biosciences In November 2015, the Company entered into a long-term development and supply agreement with Prediction Biosciences SAS to develop and manufacture diagnostic tests for use in the stroke point-of-care market. The Company recognizes development revenue and product sales over the performance period of the contract. For the three months ended September 30, 2021 and 2020 there was $ 0 0 45,000 Sekisui Diagnostics In March 2018, the Company extended a strategic partnership entered into in May 2016 with Sekisui Diagnostics, LLC (“Sekisui”). The Company appointed Sekisui as its diagnostics commercial partner and exclusive worldwide distributor with the exception of certain customer accounts retained by Qualigen; Sekisui’s distribution arrangement is currently set to expire on March 31, 2022. The agreement contains a right of first refusal for Sekisui against any potential acquisition of the Company; the right of first refusal is currently set to expire on March 31, 2022. There were product sales to Sekisui of approximately $ 810,000 476,000 2.5 1.9 Yi Xin In October 2020, the Company entered into a Technology Transfer Agreement with Yi Xin Zhen Duan Jishu (Suzhou) Ltd. (“Yi Xin”), of Suzhou, China, for Yi Xin to develop, manufacture and sell new generations of diagnostic test systems based on the Company’s core FastPack technology. In addition, the Technology Transfer Agreement authorized Yi Xin to manufacture and sell the Company’s current generations of FastPack System diagnostic products (1.0, IP and PRO) in China. Under the Technology Transfer Agreement, the Company received net cash payments of $ 250,000 420,000 38,000 479,000 153,000 The Company gave Yi Xin the exclusive rights for China – which is a market the Company has not otherwise entered – both for Yi Xin’s new generations of FastPack-based products and for Yi Xin-manufactured versions of the Company’s existing FastPack product lines. Yi Xin will also have the right to sell its new generations of FastPack-based diagnostic test systems throughout the world (but not to or toward current customers of the Company’s existing generations of FastPack products); any such non-China sales would, until March 31, 2022, need to be through Sekisui. In addition, after March 31, 2022, Yi Xin will have the right to sell Yi Xin-manufactured versions of existing FastPack 1.0, IP and PRO product lines worldwide (other than in the United States and other than to or toward current non-US customers of those products). Also, after March 31, 2022, Yi Xin will have the right to buy Company-manufactured FastPack 1.0, IP and PRO products from the Company at distributor prices for resale in and for the United States (but not to or toward current US customers of those products); the Company did not license Yi Xin to sell in the United States market any Yi Xin-manufactured versions of those legacy FastPack 1.0, IP and PRO product lines, even after March 31, 2022. In the Technology Transfer Agreement, the Company confirmed that it would not, after March 31, 2022, seek new FastPack customers outside the United States. All of the March 31, 2022 dates in this paragraph are as established by an August 2021 amendment of the Technology Transfer Agreement. STA Pharmaceutical In November 2020, the Company entered into a contract with STA Pharmaceutical Co., Ltd., a subsidiary of WuXi AppTec, for GMP production of QN-165, the Company’s lead drug candidate for the treatment of COVID-19 and other viral diseases, for potential clinical trials in 2021. In connection with this agreement, the Company paid an upfront deposit of approximately $ 1.1 Research and development expenses related to this agreement for the three months ended September 30, 2021 and 2020 were approximately $ 118,000 0 3.2 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 — STOCKHOLDERS’ EQUITY As of September 30, 2021 and December 31, 2020, the Company had two classes of capital stock: common stock and Series Alpha convertible preferred stock. Common Stock Holders of common stock generally vote as a class with the holders of the preferred stock and are entitled to one vote for each share held. Subject to the rights of the holders of the preferred stock to receive preferential dividends, the holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. Following payment of the liquidation preference of the preferred stock, as of September 30, 2021 any remaining assets would be distributed ratably among the holders of the common stock and, on an as-if-converted basis, the holders of Series Alpha convertible preferred stock upon liquidation, dissolution or winding up of the affairs of the Company. The holders of common stock have no preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions. At September 30, 2021, the Company has reserved 13,737,576 SCHEDULE OF RESERVED SHARES Exercise of outstanding stock options 4,133,856 Exercise of outstanding stock warrants 9,360,302 Conversion of outstanding Series Alpha preferred stock 243,418 Total 13,737,576 Series Alpha Preferred Stock In the nine-month period ended September 30, 2021, no shares of Series Alpha convertible preferred stock were converted into shares of the Company’s common stock, and there were 180 Alpha Securities Purchase Agreements On July 10, 2020, the Company closed a Securities Purchase Agreement (dated July 8, 2020) with a single institutional investor for the purchase and sale for $ 8.0 1,140,570 780,198 1,920,768 5.25 9.99 780,198 On August 4, 2020, the Company closed a Securities Purchase Agreement (dated August 2, 2020) with a single institutional investor for the purchase and sale for $ 10.0 1,717,106 1,287,829 6.00 9.99 On December 18, 2020, the Company closed a Securities Purchase Agreement (dated December 16, 2020) with a single institutional investor for the purchase and sale for $ 12,000,000 2,370,786 1,000,000 1,348,314 4.07 842,696 4.07 9.99 1,000,000 Stock Options and Warrants The Company recognizes all compensatory share-based payments as compensation expense over the service period, which is generally the vesting period. In April 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) which provides for the granting of incentive or nonstatutory common stock options to qualified employees, officers, directors, consultants and other service providers. At September 30, 2021 and December 31, 2020 there were 4,040,000 3,917,500 3,517,157 139,657 3,500,000 The following represents a summary of the options granted (under the 2020 Plan and otherwise) to employees and non-employee service providers that are outstanding at September 30, 2021, and changes during the nine-month period then ended: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2020 4,011,356 $ 7.05 $ 3.52 1,465.75 9.29 Granted 127,000 2.12 1.80 3.29 9.58 Expired — — — — Forfeited (4,500 ) 3.68 3.52 4.97 — Total outstanding – September 30, 2021 4,133,856 $ 6.90 $ 1.80 1,465.75 8.57 Exercisable (vested) 1,314,194 $ 11.41 $ 3.52 1,465.75 8.12 Non-Exercisable (non-vested) 2,819,662 $ 4.80 $ 1.80 5.13 8.79 There was approximately $ 1.3 1.2 3.9 1.6 8.9 1.73 No The exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. 1.68 Fair Value of Equity Awards The Company utilizes the Black-Scholes option pricing model to value awards under its Plans. Key valuation assumptions include: ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES OPTION-PRICING METHOD For the nine For the nine Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 102 % 102 % Risk-free interest rate 0.84 1.18 % 0.33 0.59 % Expected average term of options 6.0 6.0 Stock price $ 2.12 $ 4.70 5.13 The Company recorded share-based compensation expense and classified it in the condensed consolidated statements of operations as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE For the nine months ended 2021 2020 General and administrative $ 3,329,310 $ 1,317,263 Research and development 533,096 261,679 Total $ 3,862,406 $ 1,578,942 Equity Classified Compensatory Warrants In connection with the $ 4.0 811,431 1.11 In addition, various service providers hold equity classified compensatory warrants issued in 2017 and earlier (originally exercisable to purchase Series C convertible preferred stock, and now instead exercisable to purchase common stock) for the purchase of 668,024 2.34 No compensatory warrants were issued during the nine months ended September 30, 2021. The following table summarizes the activity in the common stock equity classified compensatory warrants received in exchange for the Series C convertible preferred stock equity classified compensatory warrants for the nine months ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Common Stock Weighted– Range of Weighted– Exercise Exercise Life Shares Price Price (Years) Total outstanding – December 31, 2020 1,294,217 $ 1.66 Common stock warrants received in exchange for Series C preferred stock warrants upon reverse recapitalization - - Granted — — Exercised (38,390 ) 2.09 Expired — — Forfeited (65,179 ) 2.07 Total outstanding – September 30, 2021 1,190,648 $ 1.62 Exercisable 1,190,648 $ 1.62 $ 1.11 2.54 3.50 Non-Exercisable — $ — $ — — Of the 38,390 35,512 The following table summarizes the activity in the common stock equity classified compensatory warrants received in exchange for the Series C convertible preferred stock equity classified compensatory warrants for the nine months ended September 30, 2020: SCHEDULE OF WARRANT ACTIVITY Common Stock Weighted– Range of Weighted– Exercise Exercise Remaining Shares Price Price Life (Years) Total outstanding – December 31, 2019 — $ — Common stock warrants received in exchange for Series C preferred stock warrants upon reverse recapitalization 668,024 2.34 Granted to advisor and its designees 811,431 1.11 Expired — — Forfeited — — Total outstanding – September 30, 2020 1,479,455 $ 1.67 Exercisable 664,428 $ 2.34 $ 2.07 2.54 3.78 Non-Exercisable 815,027 $ 1.11 $ 1.11 2.54 4.65 There were no 8,000 no Noncompensatory Equity Classified Warrants In May 2020, as a commitment fee, the Company issued noncompensatory equity classified warrants to an investor for the purchase of 270,478 1.11 200,000 780,198 0.001 1,920,678 5.25 1,287,829 6.00 1,000,000 0.01 2,191,010 4.07 The following table summarizes the noncompensatory equity classified warrant activity for the nine months ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Common Stock Weighted– Range of Weighted– Exercise Exercise Life Shares Price Price (Years) Total outstanding – December 31, 2020 6,549,777 $ 4.37 Granted — — Exercised (1,000,000 ) 0.01 Expired — — Forfeited — — Total outstanding – September 30, 2021 5,549,777 $ 5.15 Exercisable 5,549,777 $ 5.15 $ 1.11 2,325.00 1.08 Non-Exercisable — $ — — — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 — RELATED PARTY TRANSACTIONS In October 2017, Sekisui purchased all outstanding shares of the Company’s Series D and Series D-1 preferred stock from Gen-Probe Incorporated. As such, Sekisui became a related party as of October 2017. These Series D and Series D-1 preferred stock shares were converted into 1,980,233 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 — SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Qualigen, Inc., now a subsidiary of Qualigen Therapeutics, Inc., was incorporated in Minnesota in 1996 to design, develop, manufacture and sell point-of-care quantitative immunoassay diagnostic products for use in physician offices and other point-of-care settings worldwide, and was reincorporated in Delaware in 1999. Qualigen Therapeutics, Inc. (the “Company”) operates in one business segment. In May 2020, Qualigen, Inc. completed a reverse recapitalization transaction with Ritter Pharmaceuticals, Inc. (“Ritter”) and Ritter was renamed Qualigen Therapeutics, Inc. All shares of Qualigen, Inc.’s capital stock were exchanged for Qualigen Therapeutics, Inc.’s capital stock in the merger. Ritter/Qualigen Therapeutics common stock, which was previously traded on the Nasdaq Capital Market under the ticker symbol “RTTR,” commenced trading on the Nasdaq Capital Market, on a post-reverse-stock-split adjusted basis, under the trading symbol “QLGN” on May 26, 2020. Qualigen, Inc. was determined to be the accounting acquirer in a reverse recapitalization based upon the terms of the merger and other factors. All references to financial figures of the Company presented in the accompanying condensed consolidated financial statements and in these Notes through May 22, 2020 are to those of Qualigen, Inc. All references to financial figures after May 22, 2020 are to those of Qualigen Therapeutics, Inc. and Qualigen, Inc. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim reports of companies filing as a smaller reporting company. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Transition Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. Certain notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Transition Report on Form 10-K have been omitted. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited balance sheet at December 31, 2020 contained in such Form 10-K. |
Principles of Consolidation | Principles of Consolidation The Company’s unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in one operating segment. |
Accounting Estimates | Accounting Estimates Management uses estimates and assumptions in preparing its condensed consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant estimates relate to the estimated fair value of warrant liabilities, stock-based compensation, amortization and depreciation, inventory reserves, allowances for doubtful accounts and returns, and warranty reserve. Actual results could vary from the estimates that were used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposits which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on cash and cash equivalents. |
Inventory, Net | Inventory, Net Inventory is recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The Company reviews the components of its inventory on a periodic basis for excess or obsolete inventory, and records specific reserves for identified items. |
Long-Lived Assets | Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that assets may not be recoverable. An impairment loss would be recognized when the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets. The amount of impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. During the three and nine months ended September 30, 2021 and 2020, no |
Accounts Receivable, Net | Accounts Receivable, Net The Company grants credit to domestic physicians, clinics, and distributors. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. Customers can purchase certain products through a financing agreement that the Company has with an outside leasing company. Under the agreement, the leasing company evaluates the creditworthiness of the customer. Upon acceptance of the product by the customer, the leasing company remits payment to the Company at a discount. This financing arrangement is without recourse to the Company. The Company provides an allowance for doubtful accounts and returns equal to the estimated uncollectible amounts or expected returns. The Company’s estimates are based on historical collections and returns and a review of the current status of trade accounts receivable. Accounts receivable is comprised of the following at: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2021 December 31, 2020 Accounts Receivable $ 662,718 $ 629,630 Less Allowances (29,168 ) (13,873 ) Accounts receivable, net $ 633,550 $ 615,757 |
Research and Development | Research and Development The Company expenses research and development costs as incurred. |
Shipping and Handling Costs | Shipping and Handling Costs The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound and outbound freight are generally recorded in cost of sales which totaled approximately $ 29,000 32,000 88,000 86,000 3,000 2,000 8,000 |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Effective April 1, 2020, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Product Sales The Company generates revenue from selling FastPack System analyzers, accessories and disposable products used with the FastPack System. Disposable products include reagent packs which are diagnostic tests for PSA, testosterone, thyroid disorders, pregnancy, and Vitamin D. The Company provides disposable products and equipment in exchange for consideration, which occurs when a customer submits a purchase order and the Company provides disposable products and equipment at the agreed upon prices in the invoice. Generally, customers purchase disposable products using separate purchase orders after the equipment (“analyzer”) has been provided to the customer. The initial delivery of the equipment and reagent packs represents a single performance obligation and is completed upon receipt by the customer. The delivery of each subsequent individual reagent pack represents a separate performance obligation because the reagent packs are standardized, are not interrelated in any way, and the customer can benefit from each reagent pack without any other product. There are no significant discounts, rebates, returns or other forms of variable consideration. Customers are generally required to pay within 30 days. The performance obligation arising from the delivery of the equipment is satisfied upon the delivery of the equipment to the customer. The disposable products are shipped Free on Board (“FOB”) shipping point. For disposable products that are shipped FOB shipping point, the customer has the significant risks and rewards of ownership and legal title to the assets when the disposable products leave the Company’s shipping facilities, thus the customer obtains control and revenue is recognized at that point in time. The Company has elected the practical expedient and accounting policy election to account for the shipping and handling as activities to fulfill the promise to transfer the disposable products and not as a separate performance obligation. The Company’s contracts with customers generally have an expected duration of one year or less, and therefore the Company has elected the practical expedient in ASC 606 to not disclose information about its remaining performance obligations. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. License Revenue The Company enters into out-license agreements with counterparties to develop and/or commercialize its products in exchange for nonrefundable upfront license fees and/or sales-based royalties. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from nonrefundable upfront fees allocated to the license when the license is transferred to the customer and the customer can benefit from the license. For licenses that are bundled with other performance obligations, management uses judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from nonrefundable upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. During the three months ended September 30, 2021 and 2020, the Company recognized license revenue of $ 0 0 479 0 Collaborative Research Revenue Prior to the adoption of ASC 606, the Company recognized research revenue over the term of various agreements, as negotiated contracted amounts were earned or reimbursable costs were incurred related to those agreements. Negotiated contracted amounts were earned in relative proportion to the performance required under the applicable contracts. Any amounts received prior to satisfying these revenue recognition criteria were recorded as deferred revenue. To determine revenue recognition for contracts with customers within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies the relevant performance obligations. Collaborative research revenue is recognized as research services are performed over the development periods for each agreement. During the three months ended September 30, 2021 and 2020, the Company recognized collaborative research revenue of $ 0 0 0 45,000 Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Prior to the adoption of ASC 606 effective April 1, 2020 (using the modified retrospective approach), the Company accounted for its revenue arrangements under ASC 605, Revenue Recognition (“ASC 605”). Under ASC 605, revenue arrangements with multiple deliverables were evaluated for proper accounting treatment. In these arrangements, the Company recorded revenue as separate units of accounting if the delivered items have value to the customer on a stand-alone basis, if the arrangement includes a general right of return relative to the delivered items, and if delivery or performance of the undelivered items is considered probable and substantially within the Company’s control. Under ASC 605, revenues from product sales which included both the analyzer and various immunoassay products (“reagents”) were generally recognized upon shipment, as no significant continuing performance obligations remained post shipment. Cash payments received in advance were classified as deferred revenue and recorded as a liability. The Company was generally not contractually obligated to accept returns, except for defective products. Revenue was recorded net of an allowance for estimated returns. Multiple element arrangements included contracts that combined both the Company’s analyzer and a customer’s future reagent purchases under a single contract. In some sales contracts, the Company provided analyzers at no charge to customers. Title to the analyzer was maintained by the Company and the analyzer was returned by the customer to the Company at the end of the purchase agreement. During the three months ended September 30, 2021 and 2020, product sales are stated net of an allowance for estimated returns of approximately $ 0 30,000 1,000 6,000 Deferred Revenue Prior to the adoption of ASC 606, payments received in advance from customers pursuant to certain collaborative research and license agreements, deposits against future product sales, multiple element arrangements and extended warranties are recorded as a current or non-current deferred revenue liability based on the time from the balance sheet date to the future date of revenue recognition. The adoption of ASC 606 had no material effect on deferred revenue. |
Operating Leases | Operating Leases The Company adopted ASC Topic 842, Leases nd Note 8 for more information. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and are presented net of accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Machinery and equipment 5 Computer equipment 3 Molds and tooling 5 Furniture and fixtures 5 Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or their estimated useful lives. The Company occasionally designs and builds its own machinery. The costs of these projects, which includes the cost of construction and other direct costs attributable to the construction, are capitalized as construction in progress. No provision for depreciation is made on construction in progress until the relevant assets are completed and placed in service. The Company’s policy is to evaluate the remaining lives and recoverability of long-term assets on at least an annual basis or when conditions are present that indicate impairment. |
Intangible Assets, Net | Intangible Assets, Net Intangibles consist of patent-related costs and costs for in-license agreements. Management reviews the carrying value of intangible assets that are being amortized on an annual basis or sooner when there is evidence that events or changes in circumstances may indicate that impairment exists. The Company considers relevant cash flow and profitability information, including estimated future operating results, trends and other available information, in assessing whether the carrying value of intangible assets being amortized can be recovered. If the Company determines that the carrying value of intangible assets will not be recovered from the undiscounted future cash flows expected to result from the use and eventual disposition of the underlying assets, the Company considers the carrying value of such intangible assets as impaired and reduces them by a charge to operations in the amount of the impairment. Costs related to acquiring patents and licenses are capitalized and amortized over their estimated useful lives, which is generally 5 17 The carrying value of the patents of approximately $ 164,000 169,000 315,000 303,000 4,000 3,000 12,000 10,000 4,000 19,000 18,000 15,000 14,000 94,000 The carrying value of the in-licenses of approximately $ 14,000 19,000 405,000 400,000 2,000 5,000 2,000 7,000 5,000 |
Derivative Financial Instruments and Warrant Liabilities | Derivative Financial Instruments and Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Depending on the features of the derivative financial instrument, the Company uses either the Black-Scholes option-pricing model or a Monte Carlo simulation to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (see Note 7). |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: ● Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ● Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 - Inputs that are unobservable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and debt are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair value of the award using the Black-Scholes option-pricing model, and is recognized as an expense, under the straight-line method, over the requisite service period (generally the vesting period of the equity grant). If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company-issued stock options could change significantly. Higher volatility and longer expected lives would result in an increase to stock-based compensation expense to employees and non-employees determined at the date of grant. |
Income Taxes | Income Taxes Deferred income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses, and state taxes. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. The components of the deferred tax asset and liability are individually classified as current and noncurrent based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. |
Sales and Excise Taxes | Sales and Excise Taxes Sales and other taxes collected from customers and subsequently remitted to government authorities are recorded as accounts receivable with corresponding tax payable. These balances are removed from the balance sheet as cash is collected from customers and remitted to the tax authority. |
Warranty Reserve | Warranty Reserve The Company’s warranty policy generally provides for one year of coverage against defects and nonperformance within published specifications for sold analyzers and for the term of the contract for equipment held for lease. The Company accrues for estimated warranty costs in the period in which the revenue is recognized based on historical data and the Company’s best estimates of analyzer failure rates and costs to repair. Accrued warranty liabilities were approximately $ 51,000 25,000 24,000 28,000 72,000 89,000 |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, employee stock purchase plan rights, restricted stock units, and warrants, and convertible preferred stock are considered to be common stock equivalents but are not included in the calculations of diluted net loss per share for the periods presented as their effect would be anti-dilutive. The Company incurred net losses for all periods presented and there were no reconciling items for potentially dilutive securities. More specifically, at September 30, 2021 and 2020, stock options, warrants, and convertible preferred stock exercisable or convertible for approximately 13.7 14.8 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of the fiscal year beginning January 1, 2023, and early adoption is permitted. The Company has not completed its review of the impact of this standard on its consolidated financial statements. However, based on the Company’s history of immaterial credit losses from trade receivables, management does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement,” an amendment to the accounting guidance on fair value measurements. The guidance modifies the disclosure requirements on fair value measurements, including the removal of disclosures of the amount of and reasons for transfers between Level 1 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The guidance also adds certain disclosure requirements related to Level 3 fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU No. 2018-13 on April 1, 2020 and the adoption of this guidance did not have a material impact on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under prior U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. Other accounting standard updates are either not applicable to the Company or are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable is comprised of the following at: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2021 December 31, 2020 Accounts Receivable $ 662,718 $ 629,630 Less Allowances (29,168 ) (13,873 ) Accounts receivable, net $ 633,550 $ 615,757 |
SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT | Property and equipment are stated at cost and are presented net of accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Machinery and equipment 5 Computer equipment 3 Molds and tooling 5 Furniture and fixtures 5 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory, net consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Raw materials $ 749,730 $ 579,765 Work in process 345,913 309,826 Finished goods 82,364 63,867 Inventory net $ 1,178,007 $ 953,458 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 December 31, 2020 Prepaid insurance $ 1,528,472 $ 1,307,864 Prepaid manufacturing expenses 45,579 1,181,029 Prepaid investor relations expenses — 150,000 Other prepaid expenses 27,461 40,001 Prepaid expenses and other current assets $ 1,601,512 $ 2,678,894 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment, net consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Machinery and equipment $ 2,477,913 $ 2,401,470 Construction in progress–equipment — 104,400 Computer equipment 338,415 443,865 Leasehold improvements 327,894 321,033 Molds and tooling 260,002 260,002 Furniture and fixtures 143,013 138,699 3,547,237 3,669,469 Less Accumulated depreciation (3,338,279 ) (3,422,146 ) $ 208,958 $ 247,323 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities consisted of the following at September 30, 2021 and December 31, 2020: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, 2021 December 31, 2020 Board compensation $ 17,500 $ 15,091 Bonus 280,839 — Consulting 154,400 — Franchise, sales and use taxes 15,771 30,353 Income taxes 3,272 3,326 Patent and license fees — 7,204 Payroll 101,514 4,566 Professional fees 107,686 58,261 Research and development 751,820 237,504 Royalties 8,294 491 Vacation 267,766 230,457 Warranty costs 50,783 24,871 Other 39,786 134,614 Accrued expenses and other current liabilities $ 1,799,431 $ 746,738 |
WARRANT LIABILITIES (Tables)
WARRANT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities | |
SCHEDULE OF WARRANTS ACTIVITY | The following table summarizes the activity in the warrants received in exchange for the Series C Warrants for the nine months ended September 30, 2021: SCHEDULE OF WARRANTS ACTIVITY Common Stock Warrants (received in exchange for the Series C Warrants) Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining (Years) Total outstanding – December 31, 2020 3,378,596 $ 0.72 Exercised (722,618 ) 0.72 Forfeited (36,097 ) 0.72 Expired — — Granted — — Total outstanding – September 30, 2021 2,619,881 $ 0.72 Exercisable 2,619,881 $ 0.72 $ 0.72 2.25 Common Stock Warrants (received in exchange for the Series C Warrants) Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Lifevv (Years) Total outstanding – December 31, 2019 — $ — Series C preferred stock warrants exchanged for common stock warrants upon reverse recapitalization 4,713,490 0.72 Forfeited — — Expired — — Granted — — Total outstanding – September 30, 2020 4,713,490 $ 0.72 Exercisable 4,713,490 $ 0.72 $ 0.72 3.57 |
SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES | The following table presents the Company’s fair value hierarchy for its warrant liabilities (all of which arise under the warrants received in exchange for the Series C Warrants) measured at fair value on a recurring basis using Level 3 inputs as of September 30, 2021: SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES Warrant liabilities Quoted Significant Significant Total Balance as of December 31, 2020 $ — $ — $ 8,310,100 $ 8,310,100 Change in fair value of warrant liabilities — — (6,140,900 ) (6,140,900 ) Balance as of September 30, 2021 $ — $ — $ 2,169,200 $ 2,169,200 |
SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES | The following table shows the range of assumptions used in estimating the fair value of warrant liabilities as of September 30, 2021 and December 31, 2020: SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES September 30, 2021 December 31, 2020 Range Risk-free interest rate 0.31 0.46 % 0.17 0.22 % Expected volatility (peer group) 82.00 — 86.00 % 82.00 % Term of warrants (in years) 2.14 2.74 2.90 3.49 Expected dividend yield 0.00 % 0.00 % |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES | The Company leases its facilities under a long-term operating lease agreement expiring in October 2022. The tables below show the operating lease right-of-use assets and operating lease liabilities as of December 31, 2020 and September 30, 2021, including the changes during the periods: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES Operating lease right-of-use assets Net right-of-use assets at December 31, 2020 $ 430,795 Less amortization of operating lease right-of-use assets (166,655 ) Operating lease right-of-use assets at September 30, 2021 $ 264,140 Operating lease liabilities Lease liabilities arising from obtaining right-of-use assets at April 1, 2020: $ 491,565 Less principal payments on operating lease liabilities (187,671 ) Lease liabilities at September 30, 2021 303,894 Less non-current portion (24,993 ) Current portion at September 30, 2021 $ 278,901 |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | As of September 30, 2021, future minimum payments during the next five fiscal years and thereafter are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Year Ending December 31, Amount 2021 (nine months) $ 73,335 2022 246,650 2023 — Total 319,985 Less present value discount (16,091 ) Operating lease liabilities $ 303,894 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF RESERVED SHARES | SCHEDULE OF RESERVED SHARES Exercise of outstanding stock options 4,133,856 Exercise of outstanding stock warrants 9,360,302 Conversion of outstanding Series Alpha preferred stock 243,418 Total 13,737,576 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following represents a summary of the options granted (under the 2020 Plan and otherwise) to employees and non-employee service providers that are outstanding at September 30, 2021, and changes during the nine-month period then ended: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2020 4,011,356 $ 7.05 $ 3.52 1,465.75 9.29 Granted 127,000 2.12 1.80 3.29 9.58 Expired — — — — Forfeited (4,500 ) 3.68 3.52 4.97 — Total outstanding – September 30, 2021 4,133,856 $ 6.90 $ 1.80 1,465.75 8.57 Exercisable (vested) 1,314,194 $ 11.41 $ 3.52 1,465.75 8.12 Non-Exercisable (non-vested) 2,819,662 $ 4.80 $ 1.80 5.13 8.79 |
SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES OPTION-PRICING METHOD | The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES OPTION-PRICING METHOD For the nine For the nine Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 102 % 102 % Risk-free interest rate 0.84 1.18 % 0.33 0.59 % Expected average term of options 6.0 6.0 Stock price $ 2.12 $ 4.70 5.13 |
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE | The Company recorded share-based compensation expense and classified it in the condensed consolidated statements of operations as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE For the nine months ended 2021 2020 General and administrative $ 3,329,310 $ 1,317,263 Research and development 533,096 261,679 Total $ 3,862,406 $ 1,578,942 |
Compensatory Warrant Activity [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the activity in the common stock equity classified compensatory warrants received in exchange for the Series C convertible preferred stock equity classified compensatory warrants for the nine months ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Common Stock Weighted– Range of Weighted– Exercise Exercise Life Shares Price Price (Years) Total outstanding – December 31, 2020 1,294,217 $ 1.66 Common stock warrants received in exchange for Series C preferred stock warrants upon reverse recapitalization - - Granted — — Exercised (38,390 ) 2.09 Expired — — Forfeited (65,179 ) 2.07 Total outstanding – September 30, 2021 1,190,648 $ 1.62 Exercisable 1,190,648 $ 1.62 $ 1.11 2.54 3.50 Non-Exercisable — $ — $ — — SCHEDULE OF WARRANT ACTIVITY Common Stock Weighted– Range of Weighted– Exercise Exercise Remaining Shares Price Price Life (Years) Total outstanding – December 31, 2019 — $ — Common stock warrants received in exchange for Series C preferred stock warrants upon reverse recapitalization 668,024 2.34 Granted to advisor and its designees 811,431 1.11 Expired — — Forfeited — — Total outstanding – September 30, 2020 1,479,455 $ 1.67 Exercisable 664,428 $ 2.34 $ 2.07 2.54 3.78 Non-Exercisable 815,027 $ 1.11 $ 1.11 2.54 4.65 |
Non Compensatory Warrant Activity [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the noncompensatory equity classified warrant activity for the nine months ended September 30, 2021: SCHEDULE OF WARRANT ACTIVITY Common Stock Weighted– Range of Weighted– Exercise Exercise Life Shares Price Price (Years) Total outstanding – December 31, 2020 6,549,777 $ 4.37 Granted — — Exercised (1,000,000 ) 0.01 Expired — — Forfeited — — Total outstanding – September 30, 2021 5,549,777 $ 5.15 Exercisable 5,549,777 $ 5.15 $ 1.11 2,325.00 1.08 Non-Exercisable — $ — — — |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts Receivable | $ 662,718 | $ 629,630 |
Less Allowances | (29,168) | (13,873) |
Accounts receivable, net | $ 633,550 | $ 615,757 |
SCHEDULE OF USEFUL LIVES OF PRO
SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Molds And Tooling [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) - USD ($) shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Impairment, Long-Lived Asset, Held-for-Use | $ 0 | $ 0 | |||
Cost of Goods and Services Sold | 29,000 | $ 32,000 | 88,000 | $ 86,000 | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,155,065 | 837,714 | 4,172,496 | 3,198,536 | |
Estimated returns net of allowances | 0 | 30,000 | 1,000 | 6,000 | |
Amortization of Intangible Assets | 4,000 | 3,000 | 12,000 | 10,000 | |
Accrued Liabilities, Current | 1,799,431 | 1,799,431 | $ 746,738 | ||
Warranty costs | 24,000 | 28,000 | $ 72,000 | $ 89,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13.7 | 14.8 | |||
Warrant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accrued Liabilities, Current | 51,000 | $ 51,000 | 25,000 | ||
Patents [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Carrying value | 164,000 | 164,000 | 169,000 | ||
Accumulated amortization | 315,000 | 315,000 | 303,000 | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 4,000 | 4,000 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 19,000 | 19,000 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 18,000 | 18,000 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 15,000 | 15,000 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 14,000 | 14,000 | |||
Finite lived intangible assets amortization expense, Thereafter | 94,000 | 94,000 | |||
License [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Carrying value | 14,000 | 14,000 | 19,000 | ||
Accumulated amortization | 405,000 | 405,000 | $ 400,000 | ||
Amortization of Intangible Assets | 2,000 | 2,000 | 5,000 | $ 5,000 | |
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 2,000 | 2,000 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 7,000 | 7,000 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 5,000 | $ 5,000 | |||
Minimum [Member] | Patents and Licenses [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Maximum [Member] | Patents and Licenses [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated useful lives | 17 years | ||||
License Revenue [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 478,654 | ||||
Collaborative Research Revenue [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 45,000 | ||||
General Administrative Research and Development Expenses [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cost of Goods and Services Sold | $ 3,000 | $ 2,000 | $ 8,000 | $ 8,000 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | |||
Dec. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
New equity capital raise | $ 4 | |||
Convertible notes payable | $ 1.9 | |||
Investor [Member] | Securities Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from sale of equity | $ 30 | $ 30 | $ 30 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 749,730 | $ 579,765 |
Work in process | 345,913 | 309,826 |
Finished goods | 82,364 | 63,867 |
Inventory net | $ 1,178,007 | $ 953,458 |
INVENTORY, NET (Details Narrati
INVENTORY, NET (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 128,000 | $ 108,000 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance | $ 1,528,472 | $ 1,307,864 |
Prepaid manufacturing expenses | 45,579 | 1,181,029 |
Prepaid investor relations expenses | 150,000 | |
Other prepaid expenses | 27,461 | 40,001 |
Prepaid expenses and other current assets | $ 1,601,512 | $ 2,678,894 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,547,237 | $ 3,669,469 |
Less Accumulated depreciation | (3,338,279) | (3,422,146) |
Property and equipment, net | 208,958 | 247,323 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,477,913 | 2,401,470 |
Construction In Progress Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 104,400 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 338,415 | 443,865 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 327,894 | 321,033 |
Molds And Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 260,002 | 260,002 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 143,013 | $ 138,699 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 19,000 | $ 10,000 | $ 51,000 | $ 28,000 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Board compensation | $ 17,500 | $ 15,091 |
Bonus | 280,839 | |
Consulting | 154,400 | |
Franchise, sales and use taxes | 15,771 | 30,353 |
Income taxes | 3,272 | 3,326 |
Patent and license fees | 7,204 | |
Payroll | 101,514 | 4,566 |
Professional fees | 107,686 | 58,261 |
Research and development | 751,820 | 237,504 |
Royalties | 8,294 | 491 |
Vacation | 267,766 | 230,457 |
Warranty costs | 50,783 | 24,871 |
Other | 39,786 | 134,614 |
Accrued expenses and other current liabilities | $ 1,799,431 | $ 746,738 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Series C Warrants [Member] - Common Stock Warrants [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Shares, Warrants Outstanding Beginning | 3,378,596 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Beginning | $ 0.72 | |
Number of Shares, Warrants Exercised | (722,618) | |
Weighted Average Exercise Price Per Share Warrants Exercised | $ 0.72 | |
Number of Shares, Warrants Forfeited | (36,097) | |
Weighted Average Exercise Price Per Share Warrants Forfeited | $ 0.72 | |
Number of Shares, Warrants Expired | ||
Weighted Average Exercise Price Per Share Warrants Expired | ||
Number of Shares, Warrants Granted | ||
Weighted Average Exercise Price Per Share Warrants Granted | ||
Number of Shares, Warrants Outstanding Ending | 2,619,881 | 4,713,490 |
Weighted Average Exercise Price Per Share Warrants Outstanding Ending | $ 0.72 | $ 0.72 |
Number of Shares, Warrants Exercisable | 2,619,881 | 4,713,490 |
Weighted Average Exercise Price Per Share Exercisable | $ 0.72 | $ 0.72 |
Range of Exercise Price, Exercisable | $ 0.72 | $ 0.72 |
Weighted Average Remaining Life (Years) Exercisable | 2 years 3 months | 3 years 6 months 25 days |
Number of Shares, Warrants Series C preferred stock warrants exchanged for common stock warrants upon reverse merger | 4,713,490 | |
Weighted Average Exercise Price Per Share Warrants Series C Preferred Stock Warrants Exchanged For Common Stock Warrants Upon Reverse Merger | $ 0.72 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value for warrant liabilities | $ 2,169,200 | $ 8,310,100 |
Change in fair value of warrant liabilities | (6,140,900) | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value for warrant liabilities | ||
Change in fair value of warrant liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value for warrant liabilities | ||
Change in fair value of warrant liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value for warrant liabilities | $ 2,169,200 | 8,310,100 |
Change in fair value of warrant liabilities | $ (6,140,900) |
SCHEDULE OF ASSUMPTIONS OF WARR
SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 82 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 0.31 | 0.17 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 82 | |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 2 years 1 month 20 days | 2 years 10 months 24 days |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 0.46 | 0.22 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 86 | |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 2 years 8 months 26 days | 3 years 5 months 26 days |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value Adjustment of Warrants | $ (1,942,900) | $ 4,395,300 | $ (6,140,900) | $ 20,596,700 | |
Series C Warrants [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4,713,490 | 4,713,490 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.72 | $ 0.72 | |||
Series C Warrants [Member] | Minimum [Member] | |||||
Warrants and Rights Outstanding, Term | 2 years 1 month 6 days | 2 years 1 month 6 days | |||
Series C Warrants [Member] | Maximum [Member] | |||||
Warrants and Rights Outstanding, Term | 2 years 8 months 12 days | 2 years 8 months 12 days | |||
Warrant [Member] | |||||
Shares issued upon the exercise of warrants | 722,618 | ||||
Shares issued upon net-exercise of warrants | 156,861 | ||||
Fair Value Adjustment of Warrants | $ 6,100,000 | $ 20,600,000 | |||
Warrants and Rights Outstanding | $ 2,200,000 | $ 2,200,000 | $ 8,310,000 |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES (Details) - USD ($) | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease right-of-use assets | $ 430,795 | ||
Operating lease right-of-use assets | $ 264,140 | 264,140 | |
Operating lease liabilities, ending balance | 303,894 | 303,894 | |
Less non-current portion | (24,993) | (24,993) | $ (236,826) |
Current portion at June 30, 2021 | 278,901 | 278,901 | $ 254,739 |
Longterm Operating Lease Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease right-of-use assets | 430,795 | ||
Less amortization of operating lease right-of-use assets | (166,655) | ||
Operating lease right-of-use assets | 264,140 | 264,140 | |
Operating lease liabilities, beginning balance | 491,565 | ||
Less principal payments on operating lease liabilities | (187,671) | ||
Operating lease liabilities, ending balance | 303,894 | 303,894 | |
Less non-current portion | (24,993) | (24,993) | |
Current portion at June 30, 2021 | $ 278,901 | $ 278,901 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) | Sep. 30, 2021USD ($) |
Leases | |
2021 (nine months) | $ 73,335 |
2022 | 246,650 |
2023 | |
Total | 319,985 |
Less present value discount | (16,091) |
Operating lease liabilities | $ 303,894 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||||
Weighted-average remaining lease term | 1 year 1 month 6 days | 1 year 1 month 6 days | ||
Discount rate operating lease | 8.90% | 8.90% | ||
Lease expense | $ 83,000 | $ 86,000 | $ 255,000 | $ 257,000 |
RESEARCH AND LICENSE AGREEMEN_2
RESEARCH AND LICENSE AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Nov. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Research and development | $ 2,083,315 | $ 870,876 | $ 10,091,155 | $ 1,706,280 | |||||||||
License costs | 18,000 | 0 | 58,000 | 0 | |||||||||
Product sales | 1,155,065 | 837,714 | 4,172,496 | 3,198,536 | |||||||||
Collaborative Research Revenue [Member] | |||||||||||||
Product sales | 45,000 | ||||||||||||
License Revenue [Member] | |||||||||||||
Product sales | 478,654 | ||||||||||||
University Of Louisville Research Foundation [Member] | |||||||||||||
Research and development | 12,000 | 0 | 106,000 | 0 | |||||||||
University Of Louisville Research Foundation [Member] | Maximum [Member] | Royalties and Non-royalty Sublicensee Income [Member] | |||||||||||||
Shortfall payments | 50,000 | ||||||||||||
Prediction Biosciences SAS [Member] | Collaborative Research Revenue [Member] | |||||||||||||
Product sales | 0 | 45,000 | |||||||||||
Sekisui Diagnostics, LLC [Member] | |||||||||||||
Product sales | 810,000 | 476,000 | 2,500,000 | 1,900,000 | |||||||||
Yi Xin Zhen Duan Jishu Ltd [Member] | |||||||||||||
Product sales | 38,000 | ||||||||||||
Deferred revenue | 420,000 | 420,000 | $ 250,000 | ||||||||||
Yi Xin Zhen Duan Jishu Ltd [Member] | License Revenue [Member] | |||||||||||||
Product sales | 479,000 | ||||||||||||
STA Pharmaceutical Co Ltd [Member] | |||||||||||||
Research and development | 118,000 | 0 | 3,200,000 | 0 | |||||||||
Upfront deposit | $ 1,100,000 | ||||||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | |||||||||||||
Payment of convertible promissory note | $ 50,000 | ||||||||||||
Reimbursement of research expenses | $ 805,000 | ||||||||||||
Agreement term payment, description | In addition, the Company agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of anti-nucleolin agent-conjugated nanoparticles, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the last to expire of the licensed patents, (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2018, and (iv) payments ranging from $100,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones | ||||||||||||
Milestone payment for marketing expenses | $ 500,000 | 5,000,000 | |||||||||||
Licensed product sales, revenue | $ 500,000,000 | 500,000,000 | |||||||||||
Research and development | 264,000 | 50,000 | 469,000 | 297,000 | |||||||||
License costs | 11,000 | 0 | 27,000 | 0 | |||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | Licensed Product Sales [Member] | |||||||||||||
Regulatory marketing approval, expenses | $ 5,000,000 | ||||||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | Minimum [Member] | |||||||||||||
Milestone payment | 100,000 | ||||||||||||
Milestone payment for marketing expenses | $ 50,000 | ||||||||||||
Shortfall payments | 10,000 | 5,000 | |||||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | Maximum [Member] | |||||||||||||
Milestone payment | 5,000,000 | 5,000,000 | |||||||||||
Shortfall payments | 50,000 | 50,000 | 50,000 | ||||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | Phase 2 Clinical Trial [Member] | |||||||||||||
Milestone payment | 200,000 | 100,000 | 200,000 | ||||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | Phase 1 Clinical Trial [Member] | |||||||||||||
Milestone payment | $ 100,000 | 50,000 | 100,000 | ||||||||||
License And Sponsored Research Agreements [Member] | University Of Louisville Research Foundation [Member] | Phase 3 Clinical Trial [Member] | |||||||||||||
Milestone payment | $ 150,000 | 150,000 | $ 350,000 | ||||||||||
Sponsored Research and License Agreement [Member] | |||||||||||||
Research and development | 83,000 | 0 | 235,000 | 2,000 | |||||||||
Minimum annual royalties | 0 | 0 | 0 | 10,000 | |||||||||
License costs | 50,000 | 0 | 103,000 | 0 | |||||||||
Sponsored Research and License Agreement [Member] | University Of Louisville Research Foundation [Member] | |||||||||||||
Reimbursement of research expenses | $ 693,000 | $ 1,800,000 | |||||||||||
Agreement term payment, description | In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of QN-165 as a treatment for COVID-19, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patents, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2020, and (iv) payments ranging from $50,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones | In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patent, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to July 2020, and (iv) payments ranging from $50,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones | |||||||||||
Licensed product sales, revenue | $ 500,000,000 | ||||||||||||
Reimbursement patent cost | 112,000 | ||||||||||||
Regulatory marketing approval, expenses | 300,000 | ||||||||||||
License Agreement [Member] | University Of Louisville Research Foundation [Member] | |||||||||||||
Upfront license fee | 24,000 | ||||||||||||
License Agreement [Member] | University Of Louisville Research Foundation [Member] | Minimum [Member] | |||||||||||||
Upfront license fee | 20,000 | 20,000 | |||||||||||
License Agreement [Member] | University Of Louisville Research Foundation [Member] | Maximum [Member] | |||||||||||||
Research and development | $ 430,000 | $ 250,000 | |||||||||||
Upfront license fee | $ 100,000 | $ 100,000 | |||||||||||
License Agreement [Member] | Advanced Cancer Therapeutics, LLC [Member] | |||||||||||||
Licensed product sales, revenue | 300,000 | ||||||||||||
License costs | $ 0 | 2,000 | $ 110,000 | ||||||||||
[custom:AgreementDescription] | the Company entered into a license agreement with Advanced Cancer Therapeutics, LLC (“ACT”), granting the Company exclusive rights to develop and commercialize QN-165, an aptamer-based drug candidate. In return, ACT received a $ | ||||||||||||
Proceeds from Convertible Debt | $ 25,000 | ||||||||||||
[custom:MilestoneMethodRevenueRecognized] | 100,000 | ||||||||||||
[custom:CumulativeAmount] | 2,000,000 | ||||||||||||
License Agreement [Member] | Advanced Cancer Therapeutics, LLC [Member] | CE Mark [Member] | |||||||||||||
Licensed product sales, revenue | 3,000,000 | ||||||||||||
[custom:MilestoneMethodRevenueRecognized] | 100,000 | ||||||||||||
[custom:CumulativeAmount] | $ 500,000 | ||||||||||||
Technology Transfer Agreement [Member] | Yi Xin Zhen Duan Jishu Ltd [Member] | |||||||||||||
Deferred revenue | $ 153,000 | $ 153,000 |
SCHEDULE OF RESERVED SHARES (De
SCHEDULE OF RESERVED SHARES (Details) | Sep. 30, 2021shares |
Class of Stock [Line Items] | |
Total | 13,737,576 |
Exercise of Outstanding Stock Options [Member] | |
Class of Stock [Line Items] | |
Total | 4,133,856 |
Exercise of Outstanding Stock Warrant [Member] | |
Class of Stock [Line Items] | |
Total | 9,360,302 |
Series Alpha Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Total | 243,418 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees and Non-employee Service Provider [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Number of Shares, Options Outstanding, Beginning | shares | 4,011,356 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 7.05 |
Weighted- Average Remaining Contractual Life (in Years), Outstanding, Beginning | 9 years 3 months 14 days |
Number of Shares, Options Granted | shares | 127,000 |
Weighted Average Exercise Price, Options Granted | $ 2.12 |
Weighted- Average Remaining Contractual Life (in Years), Options Granted | 9 years 6 months 29 days |
Number of Shares, Options Expired | shares | |
Weighted Average Exercise Price, Options Expired | |
Range of Exercise price, Options Expired | |
Number of Shares, Options Forfeited | shares | (4,500) |
Weighted Average Exercise Price, Options Forfeited | $ 3.68 |
Number of Shares, Options Outstanding at Ending | shares | 4,133,856 |
Weighted Average Exercise Price, Outstanding at Ending | $ 6.90 |
Weighted- Average Remaining Contractual Life (in Years), Outstanding at Ending | 8 years 6 months 25 days |
Number of Shares, Options Exercisable (vested) | shares | 1,314,194 |
Weighted Average Exercise Price, Options Exercisable (vested) | $ 11.41 |
Weighted- Average Remaining Contractual Life (in Years), Options Exercisable (vested) | 8 years 1 month 13 days |
Number of Shares, Options Non-Exercisable (non-vested) | shares | 2,819,662 |
Weighted Average Exercise Price, Options Non-Exercisable (non-vested) | $ 4.80 |
Weighted- Average Remaining Contractual Life (in Years), Options Non-exercisable (non-vested) | 8 years 9 months 14 days |
Minimum [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Range of Exercise price, Options Outstanding | $ 3.52 |
Range of Exercise price, Options Granted | 1.80 |
Range of Exercise price, Options Forfeited | 3.52 |
Range of Exercise price, Options Outstanding | 1.80 |
Range of Exercise price, Options Exercisable (vested) | 3.52 |
Range of Exercise price, Options Non-Exercisable (non-vested) | 1.80 |
Maximum [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Range of Exercise price, Options Outstanding | 1,465.75 |
Range of Exercise price, Options Granted | 3.29 |
Range of Exercise price, Options Forfeited | 4.97 |
Range of Exercise price, Options Outstanding | 1,465.75 |
Range of Exercise price, Options Exercisable (vested) | 1,465.75 |
Range of Exercise price, Options Non-Exercisable (non-vested) | $ 5.13 |
SCHEDULE OF ASSUMPTIONS USED IN
SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES OPTION-PRICING METHOD (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Expected dividend yield | 0.00% | 0.00% |
Expected stock-price volatility | 102.00% | 102.00% |
Risk-free interest rate, minimum | 0.84% | 0.33% |
Risk-free interest rate, maximum | 1.18% | 0.59% |
Average expected remaining years of life of options | 6 years | 6 years |
Share price | $ 2.12 | |
Minimum [Member] | ||
Share price | $ 4.70 | |
Maximum [Member] | ||
Share price | $ 5.13 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Total | $ 3,862,406 | $ 1,578,942 |
General and Administrative Expense [Member] | ||
Total | 3,329,310 | 1,317,263 |
Research and Development Expense [Member] | ||
Total | $ 533,096 | $ 261,679 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Compensatory Warrant Activity [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares, Warrants Outstanding Beginning | 1,294,217 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Beginning | $ 1.66 | |
Number of Shares, Warrants Series C preferred stock compensatory warrants exchanged for common stock warrants upon reverse recapitalization | 668,024 | |
Weighted Average Exercise Price Per Share compensatory Warrants Series C Preferred Stock Warrant Exchanged For Common Stock Warrant Upon Reverse Recapitalization | $ 2.34 | |
Number of Shares, Warrants Granted | 811,431 | |
Weighted Average Exercise Price Per Share Warrants Granted | $ 1.11 | |
Number of Shares, Warrants Exercised | (38,390) | |
Weighted Average Exercise Price Per Share Warrants Exercised | $ 2.09 | |
Number of Shares, Warrants Expired | ||
Weighted Average Exercise Price Per Share Warrants Expired | ||
Number of Shares, Warrants Forfeited | (65,179) | |
Weighted Average Exercise Price Per Share Warrants Forfeited | $ 2.07 | |
Number of Shares, Warrants Outstanding Ending | 1,190,648 | 1,479,455 |
Weighted Average Exercise Price Per Share Warrants Outstanding Ending | $ 1.62 | $ 1.67 |
Number of Shares, Warrants Exercisable | 1,190,648 | 664,428 |
Weighted Average Exercise Price Per Share Exercisable | $ 1.62 | $ 2.34 |
Weighted Average Remaining Life (Years) Exercisable | 3 years 6 months | 3 years 9 months 10 days |
Number of shares, warrants non-exercisable | 815,027 | |
Weighted Average Exercise Price Per Share Non-Exercisable | $ 1.11 | |
Exercisable non- vested per share | ||
Weighted Average Remaining Life (Years) Non-Exercisable | 0 years | 4 years 7 months 24 days |
Number of Shares, Warrants Forfeited | 65,179 | |
Compensatory Warrant Activity [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercisable vested per share | $ 1.11 | $ 2.07 |
Exercisable non- vested per share | 1.11 | |
Compensatory Warrant Activity [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercisable vested per share | $ 2.54 | 2.54 |
Exercisable non- vested per share | $ 2.54 | |
Non Compensatory Warrant Activity [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Shares, Warrants Outstanding Beginning | 6,549,777 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Beginning | $ 4.37 | |
Number of Shares, Warrants Granted | ||
Weighted Average Exercise Price Per Share Warrants Granted | ||
Number of Shares, Warrants Exercised | (1,000,000) | |
Weighted Average Exercise Price Per Share Warrants Exercised | $ 0.01 | |
Number of Shares, Warrants Expired | ||
Weighted Average Exercise Price Per Share Warrants Expired | ||
Number of Shares, Warrants Forfeited | ||
Weighted Average Exercise Price Per Share Warrants Forfeited | ||
Number of Shares, Warrants Outstanding Ending | 5,549,777 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Ending | $ 5.15 | |
Number of Shares, Warrants Exercisable | 5,549,777 | |
Weighted Average Exercise Price Per Share Exercisable | $ 5.15 | |
Weighted Average Remaining Life (Years) Exercisable | 1 year 29 days | |
Number of shares, warrants non-exercisable | ||
Weighted Average Exercise Price Per Share Non-Exercisable | ||
Exercisable non- vested per share | ||
Number of Shares, Warrants Forfeited | ||
Non Compensatory Warrant Activity [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercisable vested per share | $ 1.11 | |
Non Compensatory Warrant Activity [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercisable vested per share | $ 2,325 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Feb. 04, 2021 | Dec. 18, 2020 | Aug. 04, 2020 | Jul. 22, 2020 | Jul. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Shares of authorized but unissued common stock | 13,737,576 | 13,737,576 | |||||||||||||||
Preferred stock, shares outstanding | 180 | 180 | 180 | 180 | 180 | ||||||||||||
Stock based compensation expense | $ 3,862,406 | $ 1,578,942 | |||||||||||||||
Two Thousand Twenty Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Common stock for future issuance | 3,500,000 | 3,500,000 | |||||||||||||||
Stock Options and Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock based compensation expense | $ 1,300,000 | $ 1,200,000 | $ 3,900,000 | $ 1,600,000 | |||||||||||||
Unrecognized compensation cost | $ 8,900,000 | $ 8,900,000 | |||||||||||||||
Weighted averge term | 1 year 8 months 23 days | ||||||||||||||||
Stock options exercised | 0 | 0 | |||||||||||||||
Stock option granted exercise price | $ 1.68 | ||||||||||||||||
Stock Options and Warrants [Member] | 2020 Stock Incentive Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share based compensation arrangement by share based payment award options grants | 4,040,000 | 3,917,500 | |||||||||||||||
Stock options shares future grant | 3,517,157 | 139,657 | |||||||||||||||
Stock options description | The exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. | ||||||||||||||||
Common Stock [Member] | Noncompensatory Equity Classified Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 2,191,010 | 2,191,010 | |||||||||||||||
Warrant exercise price | $ 4.07 | $ 4.07 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Shares issued upon the exercise of warrants | 722,618 | ||||||||||||||||
Compensatory Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 811,431 | 811,431 | 668,024 | ||||||||||||||
Warrant exercise price | $ 1.11 | $ 1.11 | $ 2.34 | ||||||||||||||
Stock based compensation expense | $ 0 | $ 8,000 | |||||||||||||||
Unrecognized compensation cost | $ 0 | $ 0 | 0 | $ 0 | |||||||||||||
Stock options exercised | 38,390 | ||||||||||||||||
Equity capital raise | $ 4,000,000 | $ 4,000,000 | |||||||||||||||
Shares issued upon net exercises | 35,512 | ||||||||||||||||
Noncompensatory Equity Classified Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 1,920,678 | 780,198 | 270,478 | ||||||||||||||
Warrant exercise price | $ 5.25 | $ 0.001 | $ 1.11 | ||||||||||||||
Shares issued upon the exercise of warrants | 200,000 | ||||||||||||||||
Investor [Member] | Noncompensatory Equity Classified Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 1,000,000 | 1,000,000 | 1,287,829 | ||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 6 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Beneficial-ownership percentage | 9.99% | 9.99% | 9.99% | ||||||||||||||
Securities Purchase Agreement [Member] | Two-year Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 1,348,314 | 1,287,829 | 1,920,768 | ||||||||||||||
Warrant exercise price | $ 4.07 | $ 6 | $ 5.25 | ||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares common stock | 2,370,786 | 1,717,106 | 1,140,570 | ||||||||||||||
Securities Purchase Agreement [Member] | Pre-funded Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 1,000,000 | 780,198 | |||||||||||||||
Share based compensation Exercised | 1,000,000 | 780,198 | |||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase of stock warrants | 842,696 | ||||||||||||||||
Warrant exercise price | $ 4.07 | ||||||||||||||||
Securities Purchase Agreement [Member] | Single Institutional Investor [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Sale of stock | $ 12,000,000 | $ 10,000,000 | $ 8,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended |
May 31, 2020shares | |
Series D and Series D-1 Preferred Stock [Member] | |
Conversion of preferred stock | 1,980,233 |