Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-55136 | ||
Entity Registrant Name | Skye Bioscience, Inc. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 45-0692882 | ||
Entity Address, Address Line One | 11250 El Camino Real | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92130 | ||
City Area Code | 858 | ||
Local Phone Number | 410-0266 | ||
Title of 12(g) Security | Common Stock, Par Value $0.001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 45,310,946 | ||
Entity Common Stock, Shares Outstanding | 495,925,112 | ||
Entity Central Index Key | 0001516551 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 199 |
Auditor Name | Mayer Hoffman McCann P.C. |
Auditor Location | Irvine, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 8,983,007 | $ 2,469,410 |
Restricted cash | 4,571 | 4,566 |
Prepaid expenses | 554,217 | 190,134 |
Prepaid expenses - related party | 13,432 | 0 |
Other current assets | 56,870 | 275 |
Total current assets | 9,612,097 | 2,664,385 |
Property and equipment, net | 87,710 | 7,341 |
Operating lease right-of-use asset | 146,972 | 0 |
Other assets | 8,309 | 0 |
Total assets | 9,855,088 | 2,671,726 |
Current liabilities | ||
Accounts payable | 897,880 | 364,340 |
Accounts payable - related party | 2,130 | 17,032 |
Accrued interest - related party | 174,911 | 44,087 |
Accrued payroll liabilities | 344,450 | 61,547 |
PPP loan current | 0 | 64,062 |
Other current liabilities | 375,842 | 197,564 |
Derivative liabilities | 59,732 | 38,567 |
Multi-draw credit agreement - related party | 450,000 | 0 |
Convertible multi-draw credit agreement - related party, net of discount | 1,524,905 | 0 |
Operating lease liability, current portion | 82,372 | 0 |
Total current liabilities | 3,912,222 | 787,199 |
Non-current liabilities | ||
PPP loan non-current | 0 | 52,638 |
Multi-draw credit agreement - related party | 0 | 450,000 |
Convertible multi-draw credit agreement - related party, net of discount | 0 | 931,103 |
Operating lease liability, net of current portion | 78,700 | 0 |
Total liabilities | 3,990,922 | 2,220,940 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 50,000,000 and 20,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.001 par value; 5,000,000,000 and 500,000,000 shares authorized; 476,108,445 and 288,074,415 shares issued and outstanding at December 31, 2021 and 2020, respectively | 476,108 | 288,074 |
Additional paid-in-capital | 52,644,221 | 38,896,693 |
Accumulated deficit | (47,256,163) | (38,733,981) |
Total stockholders’ equity | 5,864,166 | 450,786 |
Total liabilities and stockholders’ equity | $ 9,855,088 | $ 2,671,726 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 5,000,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 476,108,445 | 288,074,415 |
Common stock, shares outstanding (in shares) | 476,108,445 | 288,074,415 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
Research and development | $ 2,931,437 | $ 1,944,411 |
General and administrative | 4,916,277 | 4,344,602 |
Total operating expenses | 7,847,714 | 6,289,013 |
Operating loss | (7,847,714) | (6,289,013) |
Other expense (income) | ||
Change in fair value of derivative liabilities | 21,165 | (436,270) |
Gain on forgiveness of PPP loan | (117,953) | 0 |
Interest expense | 769,159 | 706,385 |
Interest income | (3) | (29) |
Total other expense (income), net | 672,368 | 270,086 |
Loss before income taxes | (8,520,082) | (6,559,099) |
Provision for income taxes | 2,100 | 1,600 |
Net loss and comprehensive loss | $ (8,522,182) | $ (6,560,699) |
Loss per common share: | ||
Basic (in dollars per share) | $ (0.02) | $ (0.03) |
Diluted (in dollars per share) | $ (0.02) | $ (0.03) |
Weighted average shares of common stock outstanding used to compute loss per share: | ||
Basic (in shares) | 406,599,390 | 230,746,878 |
Diluted (in shares) | 406,599,390 | 231,420,973 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss and comprehensive loss | $ (8,522,182) | $ (6,560,699) |
Adjustments to reconcile net loss and comprehensive loss to net cash used in operating activities: | ||
Depreciation and amortization | 34,131 | 1,872 |
Stock-based compensation expense | 869,206 | 302,742 |
Change in fair value of derivative liabilities | 21,165 | (436,270) |
Amortization of debt discount - related party | 593,802 | 544,033 |
Gain on debt forgiveness | (117,953) | 0 |
Changes in assets and liabilities: | ||
Prepaid expenses | (364,083) | (37,439) |
Prepaid expenses - related parties | (13,432) | 0 |
Other current assets | (56,595) | 7,275 |
Other assets | (8,309) | 0 |
Accounts payable | 533,540 | 234,531 |
Accounts payable – related party | (14,902) | 7,032 |
Accrued interest – related party | 130,824 | 44,087 |
Accrued payroll liabilities | 282,903 | 0 |
Operating lease liability | (9,534) | 0 |
Other current liabilities | 166,531 | (161,295) |
Net cash used in operating activities | (6,474,888) | (6,054,131) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (90,866) | (7,230) |
Net cash used in investing activities | (90,866) | (7,230) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock and warrants - net of $935,260 and $854,078 of issuance costs in 2021 and 2020, respectively | 6,062,774 | 6,085,589 |
Proceeds from warrant exercises | 6,999,999 | 48,533 |
Proceeds from pre-funded warrant exercises | 11,800 | 0 |
Proceeds from option exercises | 4,783 | 0 |
Proceeds from PPP loan | 0 | 116,700 |
Proceeds from multi-draw credit agreement - related party | 0 | 450,000 |
Net cash provided by financing activities | 13,079,356 | 6,700,822 |
Net increase in cash and restricted cash | 6,513,602 | 639,461 |
Cash and restricted cash, beginning of year | 2,473,976 | 1,834,515 |
Cash and restricted cash, end of year | 8,987,578 | 2,473,976 |
Reconciliation of cash and restricted cash: | ||
Cash | 8,983,007 | 2,469,410 |
Restricted cash | 4,571 | 4,566 |
Total cash and restricted cash shown in the consolidated statements of cash flows | 8,987,578 | 2,473,976 |
Cash paid during the year for: | ||
Interest | 44,087 | 117,459 |
Income taxes | 1,600 | 1,600 |
Supplemental disclosures of non-cash financing activities: | ||
Establishment of right-of-use asset | 170,606 | 0 |
Reclassification of warrant liabilities to equity from exercise of warrants | $ 0 | $ 26,250 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Stock issuance costs | $ 935,260 | $ 854,078 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Prefunded Warrants | Series B - warrant liability | Common Stock | Common StockPrefunded Warrants | Common StockSeries B - warrant liability | Additional Paid-In Capital | Additional Paid-In CapitalSeries B - warrant liability | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2019 | 182,895,247 | ||||||||
Balance at Dec. 31, 2019 | $ 548,058 | $ 182,895 | $ 32,538,445 | $ (32,173,282) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation expense | 302,742 | 302,742 | |||||||
Issuance of common stock and warrants, net of issuance costs (in shares) | 56,333,334 | ||||||||
Issuance of common stock and warrants, net of issuance costs | 6,085,589 | $ 56,333 | 6,029,256 | ||||||
Warrant exercises (in shares) | 48,533,334 | 48,533,334 | 312,500 | ||||||
Warrant exercises | $ 48,533 | $ 26,563 | $ 48,533 | $ 313 | $ 26,250 | ||||
Net loss and comprehensive loss | (6,560,699) | (6,560,699) | |||||||
Balance (in shares) at Dec. 31, 2020 | 288,074,415 | ||||||||
Balance at Dec. 31, 2020 | 450,786 | $ 288,074 | 38,896,693 | (38,733,981) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation expense (in shares) | 1,350,000 | ||||||||
Stock-based compensation expense | 856,206 | $ 1,350 | 854,856 | ||||||
Issuance of common stock and warrants, net of issuance costs (in shares) | 58,111,112 | ||||||||
Issuance of common stock and warrants, net of issuance costs | 6,062,774 | $ 58,111 | 6,004,663 | ||||||
Warrant exercises (in shares) | 11,800,000 | 11,800,000 | 116,666,668 | ||||||
Warrant exercises | $ 11,800 | $ 6,999,999 | $ 11,800 | $ 116,666 | $ 6,883,333 | ||||
Exercise of stock options (in shares) | 106,250 | ||||||||
Exercise of stock options | 4,783 | $ 107 | 4,676 | ||||||
Net loss and comprehensive loss | (8,522,182) | (8,522,182) | |||||||
Balance (in shares) at Dec. 31, 2021 | 476,108,445 | ||||||||
Balance at Dec. 31, 2021 | $ 5,864,166 | $ 476,108 | $ 52,644,221 | $ (47,256,163) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance costs | $ 935,260 | $ 854,078 |
Nature of Operations and Busine
Nature of Operations and Business Activities | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Activities | Nature of Operations and Business Activities Nature of Operations Skye Bioscience, Inc. (the "Company") was initially incorporated in Nevada on March 16, 2011 as Load Guard Logistics, Inc. On October 31, 2014, the Company closed a reverse merger transaction (the "Merger") pursuant to which Nemus, a California corporation ("Nemus Sub"), became the Company’s wholly owned subsidiary, and the Company assumed the operations of Nemus Sub. Nemus Sub was incorporated in the State of California on July 17, 2012. On November 3, 2014, the Company changed its name to Nemus Bioscience, Inc. by merging with Nemus Sub to form a Nevada company. Effective March 25, 2019, the Company changed its name from Nemus Bioscience, Inc. to Emerald Bioscience, Inc. Effective January 19, 2021, the Company changed its name from Emerald Bioscience, Inc. to Skye Bioscience, Inc. In August 2019, the Company formed a new subsidiary in Australia, SKYE Bioscience Pty Ltd. (formerly "EMBI Australia Pty Ltd."), an Australian proprietary limited company ("SKYE Bioscience Australia"), in order to qualify for the Australian government’s research and development tax credit for research and development dollars spent in Australia. The primary purpose of SKYE Bioscience Australia is to conduct clinical trials for the Company’s product candidates. The Company is a pre-clinical pharmaceutical company located in San Diego, California that researches and develops and plans to commercialize cannabinoid derivatives through its own directed research efforts and through several license agreements with the University of Mississippi ("UM"). As of December 31, 2021, the Company has devoted substantially all its efforts to securing product licenses, carrying out its own research and development, building infrastructure and raising capital. The Company has not yet realized revenue from its planned principal operations and is a number of years away from potentially being able to do so. Liquidity and Going Concern The Company has incurred operating losses and negative cash flows from operations since inception and as of December 31, 2021, had an accumulated deficit of $47,256,163. As of December 31, 2021, the Company had unrestricted cash in the amount of $8,983,007. For the years ended December 31, 2021 and 2020, the Company incurred losses from operations of $7,847,714 and $6,289,013, respectively. The Company expects to continue to incur significant losses and negative cash flows from operations through 2022 and into the foreseeable future. The Company’s continued existence is dependent on its ability to raise sufficient additional funding to cover operating expenses and to carry out its research and development activities. As the Company approaches its first clinical trial, it expects to ramp up research and development spending and to increase cash used in operating activities. However, based on the Company’s expected cash requirements, without obtaining additional funding by the third quarter of 2022, management believes that the Company will not have enough funds to continue clinical studies and pay down its related party debt. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. On October 5, 2018, the Company entered into a Multi-Draw Credit Agreement (the "Credit Agreement") with Emerald Health Sciences ("Sciences"), a related party (See Note 11). On April 29, 2020, the Company entered into an Amended and Restated Multi-Draw Credit Agreement (the "Amended Credit Agreement") with Sciences. As of December 31, 2021, the Company had an outstanding principal balance of $2,464,500 under the Amended Credit Agreement. Effective September 15, 2021, the disbursement line under the Amended Credit Agreement was closed and it no longer serves as a potential source of liquidity to the Company. The outstanding advances plus accrued interest under the Amended Credit Agreement are due on October 5, 2022 (See Note 4). The Company plans to continue to pursue funding through public equity financings, licensing arrangements, government grants or other strategic arrangements. However, the Company cannot provide any assurances that such additional funds will be available on reasonable terms, or at all. If the Company raises additional funds by issuing equity securities, dilution to existing stockholders would result. In December 2019, a novel strain of coronavirus ("COVID-19") emerged in Wuhan, China. Since then, it has spread to the United States, the European Union, and Australia, where the Company has operations and conducts laboratory research and clinical studies. The effects of COVID-19 could impact the Company's ability to operate as a going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. It is possible that the Company may encounter issues relating to the current situation that will need to be considered by management in the future. The factors to take into account in going concern judgments and financial projections include travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and the general economy. The Company has made adjustments to its operations designed to keep its employees safe and comply with federal, state, and local guidelines. The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic. Notably, the Company relies on third party manufacturers to produce its product candidates. The manufacturing of SBI-100 is conducted in the United States. Formulation of the eye drop for testing is also performed in the United States but can rely on regulatory-accepted excipients that can be sourced from countries outside the United States. In connection with the COVID-19 pandemic, there could possibly be an impact on sourcing materials that are part of the eye drop formulation, as well as impacting volunteer and/or patient recruitment in Australia for clinical studies. The location of the clinical trial are clinical sites in Australia and since the COVID-19 outbreak in that country, the multiple cities have experienced health emergency lockdowns which have had a negative impact on the conduct and timelines of clinical studies. Therefore, the Company has shifted its first-in-human studies of SBI-100 to the second quarter of 2022. After considering the plans to alleviate substantial doubt, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | . Summary of Significant Accounting Policies Basis of Presentation The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries SKYE Bioscience Australia and Nemus Sub. All intercompany accounts and transaction have been eliminated in consolidation. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates and judgments as to the appropriate carrying values of equity instruments, derivative liabilities, debt with embedded features, and the valuation of stock based compensation awards, which are not readily apparent from other sources. Risks and Uncertainties The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, uncertainties related to the impact of COVID-19 (Note 1), results of research and development activities, uncertainties surrounding regulatory developments in the United States, the European Union and Australia, and the Company’s ability to attract new funding. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying values of those investments approximate their fair value due to their short maturity and liquidity. Cash includes cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk. As of December 31, 2021, and 2020, the Company has no cash equivalents. Restricted cash on the balance sheet represents a certificate of deposit held by the Company’s bank as collateral for the Company’s credit cards. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable, and the last is considered unobservable, is used to measure fair value: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of the Company’s financial instruments, with the exception of the Amended Credit Agreement and derivative liabilities, approximate their fair value due to their short maturities. The derivative liabilities are valued on a recurring basis utilizing Level 3 inputs (Note 3). As of December 31, 2020, the Company estimated that the fair value of the Amended Credit Agreement to be materially consistent with the fair value estimate as of December 31, 2019 of $1,877,938, plus the non-convertible advances made in 2020. This determination was based on the following considerations: (i) the Company has not experienced any significant change in its credit worthiness or operations year over year, (ii) there have been no repayments or convertible draws, (iii) the facility is closer to maturity, and (iv) the embedded conversion feature on the convertible advances is out-of-the-money at the reporting date. As of December 31, 2021, the Company estimated that the fair value of the Amended Credit Agreement, including the non-convertible advances was $2,484,768. As of December 31, 2021 and 2020, the carrying value of the Amended Credit Agreement was $1,974,905 and $1,381,103, respectively. Information pertinent to estimating the fair value of the Amended Credit Agreement includes valuing the embedded conversion feature using Level 3 inputs and considering the discounted cash flows of the interest and principal payments through maturity (Note 4). Income Taxes The Company accounts for deferred income tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities, net operating loss carryforwards (the “NOLs”) and other tax credit carryforwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Any interest or penalties would be recorded in the Company’s Consolidated Statements of Comprehensive Loss in the period incurred. When necessary, the Company recognizes interest and penalties related to income tax matters in income tax expense. The Company records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Due to the substantial doubt related to the Company’s ability to utilize its deferred tax assets, a valuation allowance for the full amount of the deferred tax assets has been established at December 31, 2021 and 2020. As a result of this valuation allowance, there are no income tax benefits reflected in the accompanying Consolidated Statements of Comprehensive Loss to offset pre-tax losses. The Company recognizes a tax benefit from uncertain tax positions when it is more likely than not (50%) that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Convertible Instruments The Company accounts for hybrid contracts with embedded conversion features in accordance with GAAP. ASC 815, Derivatives and Hedging Activities ("ASC 815") which requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible debt instruments with embedded conversion features in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20") if it is determined that the conversion feature should not be bifurcated from their host instruments. Under ASC 470-20, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the difference between the fair value of the underlying common stock at the commitment date and the embedded effective conversion price. When the Company determines that the embedded conversion option should be bifurcated from its host instrument, the embedded feature is accounted for in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. The derivative is subsequently recorded at fair value at each reporting date based on current fair value, with the changes in fair value reported in the results of operations. The Company also follows ASC 480-10, Distinguishing Liabilities from Equity ("ASC 480-10") when evaluating the accounting for its hybrid instruments. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception (for example, a payable settled with a variable number of the issuer’s equity shares); (b) variations in something other than the fair value of the issuer’s equity shares (for example, a financial instrument indexed to the Standard and Poor’s S&P 500 Index and settled with a variable number of the issuer’s equity shares); or (c) variations inversely related to changes in the fair value of the issuer’s equity shares (for example, a written put option that could be net share settled). Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with a re-measurement reported in other expense (income), net in the accompanying Consolidated Statements of Comprehensive Loss. When determining the short-term vs. long-term classification of derivative liabilities, the Company first evaluates the instruments’ exercise provisions. Generally, if a derivative is a liability and exercisable within one year, it will be classified as short-term. However, because of the unique provisions and circumstances that may impact the accounting for derivative instruments, the Company carefully evaluates all factors that could potentially restrict the instrument from being exercised or create a situation where exercise would be considered remote. The Company re-evaluates its derivative liabilities at each reporting period end and makes updates for any changes in facts and circumstances that may impact classification. Warrants Issued in Connection with Financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. For warrants issued with a conditional obligation to issue a variable number of shares or the deemed possibility of a cash settlement, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other expense (income), net in the Consolidated Statements of Comprehensive Loss. Debt Issuance Costs and Interest Discounts related to bifurcated derivatives, freestanding instruments issued in bundled transactions, and issuance costs are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. The Company makes changes to the effective interest rate, as necessary, on a prospective basis. For debt facilities that provide for multiple advances, the Company initially defers any issuance costs until the first advance is made and then amortizes the costs over the life of the facility. Research and Development Expenses and Licensed Technology Research and development costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third party contract research organizations and investigative sites, third party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries and benefits for the personnel involved in the Company’s preclinical drug development activities, other expenses and equipment and laboratory supplies. Costs incurred for the rights to use licensed technologies in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where there is an identified alternative future use. No cost associated with the use of licensed technologies has been capitalized to date. Stock-Based Compensation Expense Stock-based compensation expense is estimated at the grant date based on the fair value of the award, and the fair value is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. Upon the exercise of stock option awards, the Company's policy is to issue new shares of its common stock. The Company uses the Black-Scholes valuation method for estimating the grant date fair value of stock options using the following assumptions: • Volatility - Expected volatility is estimated using the historical stock price performance over the expected term of the award. • Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award. • Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. Treasury securities in effect during the period in which the awards were granted. • Dividends - The dividend yield assumption is based on the Company’s history and expectation of paying no dividends in the foreseeable future. Comprehensive (Loss) Income Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. ASC 220 Comprehensive Income requires that an entity records all components of comprehensive (loss) income, net of their related tax effects, in its financial statements in the period in which they are recognized. For the years ended December 31, 2021 and 2020, the comprehensive loss was equal to net loss. Loss Per Common Share The Company applies ASC No. 260, Earnings per Share in calculating its basic and diluted loss per common share. Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted loss per share of common stock is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, options to purchase common stock, restricted stock subject to vesting, warrants to purchase common stock and common shares underlying convertible debt instruments are considered to be common stock equivalents. In periods with a reported net loss, such common stock equivalents are excluded from the calculation of diluted net loss per share of common stock if their effect is anti-dilutive. For additional information regarding the loss per share, see Note 7 “Loss Per Share of Common Share.” Leases In February 2016, the FASB issued Accounting Standards Update, or ASU, No. 2016-02, Leases (Topic 842), to enhance the transparency and comparability of financial reporting related to leasing arrangements. The Company adopted the standard effective January 1, 2019. At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in the lease contract is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the Consolidated Balance Sheets as operating lease right-of-use assets, operating lease liability, current portion and operating lease liability, net of current portion. Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . The aim of ASU 2021-10 is to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. Diversity currently exists in the recognition, measurement, presentation, and disclosure of government assistance received by business entities because of the lack of specific authoritative guidance in GAAP. The ASU will be effective for annual reporting periods after December 15, 2021, and early adoption is permitted. Upon implementation, the Company may use either a prospective or retrospective method of adoption when adopting the ASU. The adoption of ASU 2021-10 will impact the disclosures related to the rebates that the Company receives from the Australian Taxation Office ("ATO") against research and development activities for its Phase I clinical trials in Australia. The Company currently plans to adopt the provisions of this ASU on the effective date using a prospective adoption method as rebates from the ATO in prior periods have not been material to the Company's financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The aim of ASU 2021-08 is to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) Recognition of an acquired contract liability, and (2) Payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU will be effective for annual reporting periods after December 15, 2022, should be applied on a prospective basis and early adoption is permitted. The adoption of ASU 2021-08 does not currently impact the Company's financial statements. The Company plans to adopt the provisions of this ASU on the effective date but reserves the right to early adopt this guidance. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in fiscal periods ending after December 15, 2020. Upon implementation, the Company may use either a modified retrospective or full retrospective method of adoption. The adoption of ASU 2020-6 will likely impact the way the Company calculates its (loss) earnings per share, result in expanded disclosures around convertible instruments and remove the requirement to assess and record beneficial conversion features. The impact from adoption will depend on whether the Company elects to early adopt this ASU. The Company currently plans to adopt the provisions of this ASU on the effective date. However, it reserves the right to early adopt these provisions. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The aim of ASU 2021-04 is to clarify and reduce diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The Company elected to early adopt this guidance as of July 1, 2021, and has applied the guidance as of January 1, 2021, in accordance with the ASU. The adoption of this guidance had no impact on the interim periods in 2021 prior to the date of adoption. Upon implementation, the new guidance was applied to the July 2021 Inducement (Note 5), which resulted in recording the value attributable to the Inducement Warrants as an equity issuance cost. Because this amendment provided clarification where there was a lack of GAAP, management has determined that there was no resulting impact from the adoption of this standard to the financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The Board issued this update as part of its Simplification Initiative to improve areas of GAAP and reduce cost and complexity while maintaining usefulness of the financial statements. The main provisions remove certain exceptions, including the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. In addition, the amendments simplify income tax accounting in the areas such as income-based franchise taxes, eliminating the requirements to allocate consolidated current and deferred tax expense in certain instances and a requirement that an entity reflects the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company adopted this ASU on the effective date of January 1, 2021. The amendments in the update related to foreign subsidiaries have been applied on a modified retrospective basis, the amendments to franchise taxes were applied on a modified retrospective basis and all other amendments have been applied on a prospective basis. Because the Company’s deferred tax assets net of deferred tax liabilities are fully reserved, the impact from the adoption of this standard was not material. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The amendments in this ASU represent changes to clarify the ASC, correct unintended application of the guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This new standard was effective beginning January 1, 2021. The adoption of ASU 2020-10 did not have a material impact on the Company's financial position or results of operations upon adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The ASU was effective and adopted by the Company on January 1, 2021. However, as of the effective date the Company did not have any cloud computing arrangements for which this guidance was applicable. During the fourth quarter of 2021, the Company entered into hosting arrangements meeting the definition of a service contract for which this guidance will be applicable. Due to the short term nature of these contracts, the impact to the Company's financial statements from the adoption of this guidance was not material. |
Warrants and Derivative Liabili
Warrants and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Derivative Liabilities | Warrants and Derivative Liabilities Warrants There are significant judgments and estimates inherent in the determination of the fair value of the Company’s warrants and derivative liabilities. These judgments and estimates include assumptions regarding the Company’s future operating performance, the time to completing a liquidity event, if applicable, and the determination of the appropriate valuation methods. If the Company had made different assumptions, the fair value of the warrants and derivative liabilities could have been significantly different (See Note 2). Warrants vested and outstanding as of December 31, 2021 are summarized as follows: Source Exercise Term Number of Pre 2015 Common Stock Warrants $ 1.00 10 1,110,000 2015 Common Stock Warrants 5.00 10 100,000 2016 Common Stock Warrants to Service Providers 1.15 10 40,000 2017 Series D Common Stock Warrants to Placement Agent 0.25 5 480,000 2017 Common Stock Warrants to Service Provider 0.41 5 125,000 2018 Emerald Financing Warrants 0.10 5 3,400,000 Emerald Multi-Draw Credit Agreement Warrants 0.50 5 7,500,000 2019 Common Stock Warrants 0.35 5 8,000,000 2020 Common Stock Warrants to Placement Agent 0.08 4.99 8,166,667 2021 Inducement Warrants 0.15 5 21,166,667 2021 Inducement Warrants to Placement Agent 0.19 5 1,481,667 2021 Common Stock Warrants 0.09 5 77,777,779 2021 Pre-Funded Warrants 0.0001 Indefinite 19,666,667 2021 Common Stock Warrants to Placement Agent 0.11 5 5,444,445 Total warrants vested and outstanding as of December 31, 2021 154,458,892 July 2021 Inducement Warrants and September 2021 Financing Warrants In connection with the July 2021 Inducement (Note 5), the Company issued 21,166,667 common stock warrants and 1,481,667 warrants to the placement agent. The warrants were equity classified at issuance and the Company recorded the fair value of the common stock warrants and placement agent warrants of $2,790,884 and $192,224, respectively, as equity issuance costs related to the September 2021 Financing within equity. The warrants were vested at issuance and were valued utilizing the Black-Scholes Merton option pricing model with the following assumptions: Common Stock Placement Agent Dividend yield — % — % Volatility factor 137.87 % 137.87 % Risk-free interest rate 0.73 % 0.73 % Expected term (years) 5.0 5.0 Underlying common stock price $ 0.15 $ 0.15 In connection with the September 2021 Financing (Note 5), the Company issued 77,777,779 common stock warrants, 19,666,667 pre-funded warrants, and 5,444,445 common stock warrants to the placement agent. The warrants were equity classified at issuance and the Company allocated $3,265,676 and $943,489 of the gross proceeds to the common stock warrants and pre-funded warrants on a relative fair value basis, respectively. The common stock warrants issued to the placement agent were valued at $421,522 and recorded as equity issuance costs within equity. The warrants vested immediately and were valued utilizing the Black-Scholes Merton option pricing model with the following assumptions: Common Stock Warrants Pre-funded Placement Agent Warrants Dividend yield — % — % — % Volatility factor 136.02 % 135.06 % 136.02 % Risk-free interest rate 1.01 % 1.55 % 1.01 % Expected term (years) 5.0 10.0 5.00 Underlying common stock price $ 0.09 $ 0.09 $ 0.09 August 2020 Financing Warrants In connection with the August 2020 Financing (Note 5), the Company issued 116,666,668 common stock warrants, 8,166,667 common stock warrants to the placement agent and 60,333,334 pre-funded warrants. The warrants were equity classified at issuance and of the $6,939,667 in gross proceeds, the Company allocated $2,767,767 and $2,146,997 of the gross proceeds to the common stock warrants and pre-funded warrants on a relative fair value basis, respectively. The remaining $2,024,903 was allocated to the common stock. The warrants issued to the placement agent were valued at $261,333 and recorded as equity issuance costs within equity. The warrants vested immediately and were valued utilizing the Black-Scholes option pricing model with the following assumptions: Common Stock Warrants Pre-funded Placement Agent Warrants Dividend yield — % — % — % Volatility factor 91.64 % 93.86 % 91.64 % Risk-free interest rate 0.19 % 0.52 % 0.19 % Expected term (years) 5.0 10 4.99 Underlying common stock price $ 0.05 $ 0.05 $ 0.05 Derivative Liabilities The following tables summarize the activity of derivative liability for the periods indicated: Year Ended December 31, 2021 DECEMBER 31, Fair Change in Reclassification December 31, Emerald Financing - warrant liability (1) 38,567 — 21,165 — 59,732 Total derivative liability $ 38,567 $ — $ 21,165 $ — $ 59,732 Year Ended December 31, 2020 December 31, Fair Value of Derivative Liabilities Issued Change in Reclassification of Derivatives to Equity December 31, Emerald Multi-Draw Credit Agreement - compound derivative liability (2) $ 90,797 $ — $ (90,797) $ — $ — Emerald Financing - warrant liability (1) 276,024 — (237,457) — 38,567 Series B - warrant liability (3) 134,579 — (108,016) (26,563) — Total derivative liabilities $ 501,400 $ — $ (436,270) $ (26,563) $ 38,567 Less, noncurrent portion of derivative liabilities (90,797) — Current balance of derivative liabilities $ 410,603 $ 38,567 Emerald Financing Warrant Liability (1) The Emerald Financing Warrants were issued during 2018 in connection with the Emerald Financing, and originally contained a price protection feature. In connection with the August 2020 Financing, the exercise price was permanently set to $0.10. The warrants contain a contingent put option if the Company undergoes a subsequent financing that results in a change in control. The warrant holders also have the right to participate in subsequent financing transactions on an as-if converted basis. The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that the warrants should be classified as a liability and re-measured to fair value at the end of each reporting period. The Company also reviewed the warrants under ASC 815, Derivatives and Hedging/Contracts in Entity’s Own Equity , and determined that the warrants also meet the definition of a derivative. With the assistance of a third party valuation specialist, the Company valued the warrant liabilities utilizing the Monte Carlo valuation method pursuant to the accounting guidance of ASC 820-10, Fair Value Measurements . Beginning March 31 2021, the Company changed its valuation model for the Emerald Financing Warrant Liability to a Black-Scholes valuation method, as it was determined that a more simplistic model such as the Black-Scholes valuation method yields a substantially similar result as a Monte Carlo simulation due to the Company's current assumptions. The warrant liabilities were valued at the balance sheet dates using the following assumptions: As of December 31, 2021 2020 Dividend yield — % — % Volatility factor 126.50 % 90.90 % Risk-free interest rate 0.43 % 0.14 % Expected term (years) 1.13 2.13 Underlying common stock price $ 0.05 $ 0.04 Emerald Multi-Draw Credit Agreement Compound Derivative Liability (2) In connection with the advances under the Credit Agreement (See Note 4), the Company bifurcated a compound derivative liability related to a contingent interest feature and acceleration upon default provision (contingent put option) provided to Sciences. The Company’s estimate of fair value of the compound derivative liability was determined by using a differential cash flows valuation model, wherein the fair value of the underlying debt facility and its conversion right are estimated both with and without the presence of the contingent interest feature, holding all other assumptions constant. The resulting difference between the estimated fair values in both scenarios is the estimated fair value of the compound derivative. The fair value of the underlying debt facility was estimated by calculating the expected cash flows with consideration of the estimated probability of a change in control transaction, defined as an event of default by the agreement, and applying the expected default interest rate from the date of such default through maturity. The expected cash flows are then discounted back to the reporting date using a benchmark market yield. The conversion right component of the compound derivative was measured using a standard Black-Scholes Option Pricing model for each payment period. On April 29, 2020, the Company entered into the Amended Credit Agreement which removed the change in control provision as an event of default for advances before and after the amendment. As a result of the modification, the contingent interest feature component of the compound derivative is no longer required to be bifurcated as a derivative liability. During the year ended December 31, 2020, the liability was reduced to $0 through an adjustment to the change in fair value of derivative liabilities. Because Sciences would forgo the contingent interest if the contingent put option was exercised upon an event of default, the value ascribed to the contingent put option within the compound derivative is considered de minimis before and after the amendment to the Credit Agreement. Series B Warrant Liability (3) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Multi-Draw Credit Agreement-Related Party The Company’s Debt with Sciences consists of the following: As of December 31, Conversion 2021 2020 Total principal value of convertible debt—related party $ 0.40 $ 2,014,500 $ 2,014,500 Unamortized debt discount (487,668) (1,079,821) Unamortized debt issuance costs (1,927) (3,576) Carrying value of total convertible debt—related party 1,524,905 931,103 Total principal value of non-convertible debt—related party n/a 450,000 450,000 Total carrying value of advances under the multi-draw credit agreement $ 1,974,905 $ 1,381,103 On October 5, 2018, the Company entered into the Credit Agreement with Sciences, a related party (See Note 11). On April 29, 2020, the Company entered into the Amended Credit Agreement with Sciences, which amends and restates the Credit Agreement. For all pre-existing and new advances, the Amended Credit Agreement removed the change in control as an event of default (See Note 3) and deferred the quarterly payment of interest until the Company completed a capital raise of at least $5,000,000. As of August 2020, interest ceased being deferred as a result of the August 2020 Financing. The amendments to the pre-existing advances were accounted for as a modification. On March 29, 2021, the Company amended the Amended Credit Agreement to defer interest payments through the earlier of maturity or prepayment of the principal balance. On September 15, 2021, the Company further amended the Amended Credit Agreement to close the disbursement line. The amendments were considered a modification for accounting purposes. Advances under the Amended Credit Agreement are unsecured and bear interest at an annual rate of 7% and mature on October 5, 2022. At Sciences' election, convertible advances and unpaid interest may be converted into common stock at the fixed conversion price of the underlying advance, subject to customary adjustments for stock splits, stock dividends, recapitalizations, etc. The Amended Credit Agreement provides for customary events of default which may result in the acceleration of the maturity of the advances in addition to, but not limited to, cross acceleration to certain other indebtedness of the Company. In the case of an event of default arising from specified events of bankruptcy or insolvency or reorganization, all outstanding advances will become due and payable immediately without further action or notice. If any other event of default under the Amended Credit Agreement occurs or is continuing, Sciences may, by written notice, terminate its commitment to make any advances and/or declare all the advances with any other amounts payable due immediately. If any amount under the Amended Credit Agreement is not paid when due, such overdue amount shall bear interest at an annual default interest rate of the applicable rate plus 10%, until such amount is paid in full. In connection with each advance under the Amended Credit Agreement, the Company agreed to issue to Sciences warrants to purchase shares of common stock in an amount equal to 50% of the number of shares of common stock that each advance may be converted into. The warrants have a term of five years that are immediately exercisable upon issuance. All of the warrants issued under the Credit Agreement have an exercise price of $0.50 per share. The exercise price is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events or upon any distributions of assets, including cash, stock or other property to the Company’s stockholders (See Note 3). In accounting for each advance and the warrants issued under the Amended Credit Agreement, the Company allocated the proceeds between the debt host and the freestanding warrants on a relative fair value basis for each advance. On the date of each advance, if the effective conversion rate of the debt was less than the market value of the Company’s common stock, the Company recorded a beneficial conversion feature as a discount to the debt and an increase to additional paid-in capital. The debt discounts related to the warrants, beneficial conversion features and compound derivatives, if any, are being amortized over the term of the Amended Credit Agreement using the effective interest rate method. Amortization of the debt discount is recognized as non-cash interest expense and the compound derivatives related to the contingent interest feature and acceleration upon default provision were remeasured at fair value in subsequent periods in the Company’s Consolidated Balance Sheets. On November 1, 2018, an initial advance was made for $2,000,000 and the Company issued 2,500,000 warrants with an exercise price of $0.50 per share (See Note 3). In accounting for the convertible advance and warrants under the Credit Agreement, $1,684,920 of the proceeds was allocated to the debt and $315,080 was allocated to equity classified warrants. A beneficial conversion feature of $90,080 and a compound derivative liability of $204,102 were also recorded. During the year ended December 31, 2019, the Company initiated two advances, each in the amount of $2,000,000, for an aggregate principal amount of $4,000,000, and the Company issued an aggregate of 5,000,000 warrants with an exercise price of $0.50 per share (See Note 3). In accounting for the convertible advances and warrants, an aggregate amount of $3,283,890 was allocated to the debt and $716,110 was allocated to equity classified warrants. A beneficial conversion feature of $1,584,850 and compound derivative liabilities of an aggregate of $516,058 were recorded (See Note 3). Of the $516,058 in compound derivatives, $322,644 was recorded as other expense in the Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2019, as the value of the beneficial conversion feature exceeded the proceeds allocated to the third draw. During the year ended December 31, 2019, the Company used $3,985,500 in proceeds from the exercise of the 2019 Emerald Financing Warrants to prepay a portion of the outstanding principal balance. In connection with the prepayment, the Company recorded an extinguishment loss of $725,425 in the fourth quarter of 2019. The extinguishment loss was calculated as the difference between the fair value of the consideration paid to extinguish the debt and carrying value of the debt host plus the related compound derivative liability. During the year ended December 31, 2020, the Company effected a fourth and fifth advance in the amounts of $150,000 and $300,000, respectively. Sciences has elected that the fourth and fifth advances will not be convertible into shares of the Company’s common stock and gave notice to the Company that no warrants will be issued in connection with the advances. Aggregate financing costs of $63,007 have been incurred and are recorded as a discount to the debt host and are being amortized using the effective interest rate method and recognized as non-cash interest expense over the term of the Amended Credit Agreement. For the years ended December 31, 2021 and 2020, the effective interest rate related to the convertible portion of the Amended Credit Agreement was 43.30% and 98.01%, respectively. As of December 31, 2021, the unamortized debt discount on the convertible advances will be amortized over a remaining period of approximately 0.76 years. As of December 31, 2021, the fair value of the shares underlying the convertible advances under the Amended Credit agreement was $261,885. As of December 31, 2021, the if-converted value did not exceed the principal balance. PPP Loan On April 24, 2020, the Company received funding from the PPP Loan Lender pursuant to the PPP of the CARES Act administered by the SBA for a principal amount of $116,700. The PPP Loan had an interest rate of 1.00% per year and funds from the PPP Loan could only be used by the Company for payroll costs, costs for continuing group healthcare benefits, mortgage interest payments, rent, utility and interest on any other debt obligations that were incurred before October 9, 2020. On April 5, 2021, the Company submitted an application for the full forgiveness of the PPP Loan to the PPP Loan Lender for the full amount of the loan. On May 20, 2021, the Company received notification that the application was accepted and that the full amount of the PPP Loan including accrued interest was forgiven. During the year ended December 31, 2021, the Company has recorded a gain on forgiveness of the PPP loan in an amount of $117,953. Interest Expense The Company’s interest expense consists of the following: Year Ended 2021 2020 Related party interest expense – stated rate $ 174,911 $ 161,546 PPP loan interest expense – stated rate 446 806 Non-cash interest expense: Amortization of debt discount 592,154 542,523 Amortization of transaction costs 1,648 1,510 $ 769,159 $ 706,385 |
Stockholders' Equity and Capita
Stockholders' Equity and Capitalization | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity and Capitalization | Stockholders’ Equity and Capitalization As of December 31, 2021 and 2020, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows: Year Ended 2021 2020 Options issued and outstanding 35,405,000 22,050,000 Options available for grant under the 2014 Plan 14,132,929 12,790,775 Restricted stock unit awards issued and outstanding 4,000,000 0 Unreleased restricted stock awards issued to a service provider 150,000 0 Common stock underlying the Amended Credit Agreement 5,393,684 5,126,343 Warrants issued and outstanding 154,458,892 157,513,335 213,540,505 197,480,453 Increase to Authorized Shares of Capital Stock On February 5, 2021, the Company increased its authorized shares of common and preferred stock to 5,000,000,000 and 50,000,000, respectively. Common Stock July 2021 Inducement and September 2021 Financing On July 21, 2021, the Company entered into an Inducement Offer to Exercise Common Stock Purchase Warrants (the “July 2021 Inducement”) with certain institutional investors and H.C. Wainwright & Co., LLC ("Wainwright") acting as the placement agent. As a result, on July 26, 2021, the investors exercised 21,166,667 warrants at their original exercise price of $0.06, for gross proceeds of $1,270,000. In exchange, the Company granted 21,166,667 new warrants with substantially the same terms and an exercise price of $0.15 per share (Notes 2 & 3). On September 27, 2021, the Company entered into a Securities Purchase Agreement with certain institutional investors for the issuance and sale of securities, with Wainwright acting as the placement agent, pursuant to which the Company sold 58,111,112 shares of common stock and 19,666,667 pre-funded warrants, and issued 77,777,779 common stock warrants, in a registered public offering which closed on September 29, 2021 (the “September 2021 Financing”). The common stock and pre-funded warrants were sold at a price per share of $0.09 and $0.0899, respectively, for gross aggregate proceeds of $6,998,034. The common stock warrants and pre-funded warrants have an exercise price of $0.09 and $0.0001, respectively. The common stock warrants have a term of five years, and the pre-funded warrants are exercisable until all the pre-funded warrants have been exercised in full (Note 3). In connection with the July 2021 Inducement and September 2021 Financing, the Company incurred cash issuance costs of $935,260, for net proceeds of $6,062,774. Additionally, the Company issued warrants to purchase 6,926,112 shares of common stock to the placement agent, which represent 7% of the total shares of common stock and pre-funded warrants sold in the offering and 7% of the Inducement Warrants issued (Note 3). August 2020 Financing On July 31, 2020, the Company entered into a Securities Purchase Agreement with certain institutional investors for the issuance and sale of securities, with H.C. Wainwright & Co., LLC acting as the placement agent, pursuant to which the Company sold 56,333,334 common units, each consisting of one share of common stock and one warrant to purchase one share of common stock, and 60,333,334 pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock and one warrant to purchase one share of common stock, in a registered public offering which closed on August 4, 2020 (the “August 2020 Financing”). The common units and pre-funded units were sold at a price per unit of $0.06 and $0.059, respectively, for gross aggregate proceeds of $6,939,667. The common stock warrants and prefunded warrants have an exercise price of $0.06 and $0.001, respectively. The common stock warrants have a term of five years, and the pre-funded warrants are exercisable until all the pre-funded warrants have been exercised in full (Note 3). In connection with the August 2020 Financing, the Company incurred issuance costs of $854,078, for net proceeds of $6,085,589. Additionally, the Company issued warrants to purchase 8,166,667 shares of common stock to the placement agent, which represent 7% of the total shares of common stock and pre-funded warrants sold in the offering. The placement agent warrants have an exercise price of $0.075 per share and a term of five years. Warrant Exercises During the year ended December 31, 2021, 11,800,000 pre-funded warrants with an intrinsic value of $460,200 were exercised in exchange for 11,800,000 shares of common stock for gross proceeds of $11,800. As of December 31, 2021 all of the pre-funded warrants from the August 2020 Financing have been exercised. During the year ended December 31, 2021, 116,666,668 of the 2020 common stock warrants, including the warrants that were exercised in connection with the July 2021 Inducement discussed above, with an intrinsic value of $8,764,967 were exercised in exchange for 116,666,668 shares of common stock for gross proceeds of $6,999,999. During the year ended December 31, 2020, the Pre-Funded Warrant holders exercised 48,533,334 warrants with an intrinsic value of $2,104,667, which resulted in the issuance of 48,533,334 shares of common stock. During the year ended December 31, 2020, the Series B Warrant holders exercised 312,500 warrants with an intrinsic value of $26,563, which resulted in the issuance of 312,500 shares of common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Incentive Plan On October 31, 2014, the Board approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2014 Plan initially reserved 3,200,000 shares for future grants. In October 2018, the Company increased the share reserve under the 2014 Plan to equal 10% of the number of issued and outstanding shares of common stock of the Company on an evergreen basis. In August 2020, the Company approved Amendment No. 2 to the 2014 Plan, which increased the share reserve by an additional 7,876,835 shares over the 10% of the number of issued and outstanding shares of common stock and removed certain restrictions on the number of shares of common stock and the amount of cash-based awards up to which participants of the 2014 Plan can receive in a calendar year. The 2014 Plan authorizes the issuance of awards including stock options, stock appreciation rights, restricted stock, stock units and performance units to employees, directors, and consultants of the Company. As of December 31, 2021, the shares available for future grant under the 2014 Plan are as follows: Shares Available for Grant Available as of December 31, 2020 12,790,775 Share pool increase 18,803,404 Cancelled 202,500 Forfeited 1,091,250 Granted (18,755,000) Available as of December 31, 2021 14,132,929 Stock Options Options granted under the 2014 Plan expire no later than ten years from the date of grant. Options granted under the 2014 Plan may be either incentive or non-qualified stock options. For incentive and non-qualified stock option grants, the option price shall be at least 100% of the fair value on the date of grants, as determined by the Company’s Board of Directors. If at any time the Company grants an option, and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the option price shall be at least 110% of the fair value and shall not be exercisable more than five years after the date of grant. Options granted under the 2014 Plan may be immediately exercisable if permitted in the specific grant approved by the Board of Directors and, if exercised early may be subject to repurchase provisions. The shares issued generally vest over a period of one The following is a summary of option activities under the Company’s 2014 Plan for the year ended December 31, 2021: Number of Weighted Weighted Aggregate Outstanding, December 31, 2020 22,050,000 $ 0.06 9.52 $ — Granted 14,755,000 0.08 Exercised (106,250) 0.05 13,281 Forfeited (1,091,250) 0.05 Cancelled (202,500) 0.05 Outstanding, December 31, 2021 35,405,000 $ 0.07 9.08 $ 134,750 Exercisable, December 31, 2021 9,122,500 $ 0.09 8.41 $ 49,963 Vested and expected to vest, December 31, 2021 35,405,000 $ 0.07 9.08 $ 134,750 *The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at December 31, 2021 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). During the year ended December 31, 2021, the Company received gross proceeds of $4,783 from the exercise of stock options. The weighted-average grant-date fair value of stock options granted for the years ended December 31, 2021 and 2020 was $0.07 and $0.04, respectively. The total fair value of the stock options that vested during the years ended December 31, 2021 and 2020 was $316,929 and $168,168, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model under the following assumptions: Year Ended December 31, 2021 2020 Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.01-1.11% 0.28-0.46% Expected term (years) 5.27-6.13 5.65-6.13 Volatility 119.10-138.00% 92.51-107.87% In connection with the termination of Dr. Avtar Dhillon's Independent Contractor Agreement on October 14, 2021 (Note 11), the Company modified Dr. Dhillon's option awards to accelerate the vesting of 1,650,000 unvested stock options and, extend the post-termination exercise period from 30 days to five years for all of his outstanding awards. The approval of the modification and receipt of notice to terminate the Independent Contractor Agreement on September 14, 2021, resulted in the recognition of $309,487 in stock compensation expense for the year ended December 31, 2021 . Restricted Stock Units On December 14, 2021, the Company granted restricted stock units (“RSUs”) to its executive management team. The RSUs cliff vest 33% per year on the anniversary of the grant date over a three year period. The following is a summary of restricted stock unit activity during the year ended December 31, 2021: Number of Weighted Unvested, December 31, 2020 — $ — Granted 4,000,000 0.06 Released — — Unvested, December 31, 2021 4,000,000 $ 0.06 There was no RSU activity under the Company’s 2014 Plan during the year ended December 31, 2020. Awards Granted Outside the 2014 Plan During the year ended December 31, 2021, the Company granted 1,200,000 and 300,000 restricted shares of common stock to a non-employee consultant for investor relations services under two successive six month service contracts. Half of the shares will be issued within the first month of entering each service contract and the remaining half will be issued within thirty days from contract completion. The following is a summary of restricted stock activity outside of the Company’s 2014 Plan during the year ended December 31, 2021: Number of Weighted Unvested, December 31, 2020 — $ — Granted 1,500,000 0.12 Released (1,350,000) 0.12 *Unvested, December 31, 2021 150,000 $ 0.13 *As of December 31, 2021, the Company has recorded a share issuance liability of $13,000, included in other current liabilities for the vested and unreleased portion of the restricted stock awards (Note 13). Stock-Based Compensation Expense The Company recognizes stock-based compensation expense using the straight-line method over the requisite service period. The Company recognized stock-based compensation expense, including compensation expense for RSUs discussed above, in its Consolidated Statements of Comprehensive Loss as follows: Year Ended 2021 2020 Research and development $ 59,653 $ 93,545 General and administrative 809,553 209,197 $ 869,206 $ 302,742 The total amount of unrecognized compensation cost was $1,645,478 as of December 31, 2021. This amount will be recognized over a weighted-average period of 3.12 years. |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share of Common Stock | Loss Per Share of Common Stock The following tables are a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations: For the Year Ended December 31, 2021 Loss Shares Per-Share Net loss and comprehensive loss $ (8,522,182) Basic EPS Loss available to common stockholders (8,522,182) 406,599,390 $ (0.02) Diluted EPS Loss available to common stockholders + assumed conversions $ (8,522,182) 406,599,390 $ (0.02) For the Year Ended December 31, 2020 Income Shares Per-Share Net loss and comprehensive loss $ (6,560,699) Basic EPS Income available to common stockholders (6,560,699) 230,746,878 $ (0.03) Effect of Dilutive Securities Warrants – liability classified (345,473) 674,095 Diluted EPS Loss available to common stockholders + assumed conversions $ (6,906,172) 231,420,973 $ (0.03) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Year Ended 2021 2020 Stock options 35,405,000 22,050,000 Unvested restricted stock units 4,000,000 — Unvested restricted stock 150,000 — Common shares underlying convertible debt 5,393,684 5,126,343 Warrants 134,792,225 145,039,240 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before the income tax provision consist of the following: Year Ended 2021 2020 United States $ (8,446,034) $ (6,556,280) Foreign (74,048) (2,819) Pre-tax loss and comprehensive loss from operations $ (8,520,082) $ (6,559,099) The Company is subject to taxation in the United States, various states, and Australia. The Company’s tax years for 2018 (federal), 2017 (states) and 2020 (Australia) and forward are subject to examination by the United States, state and Australia tax authorities. However, to the extent allowed by law, the taxing authorities may have the right to examine periods where NOLs and credits were generated and carried forward and make adjustments up to the amount of the NOL and credit carryforwards. The Company is not currently under examination by any jurisdiction. At December 31, 2021, the Company had federal and state NOLs aggregating $36,355,745 and $36,211,638, respectively. If not used, $13,129,037 of Federal NOLs and $36,138,820 of state NOLs will begin to expire in 2033. $23,226,708 of federal NOLs and $72,818 of state NOLs will carry forward indefinitely subject to an 80% limitation against taxable income. At December 31, 2021, the Company had Australia NOLs aggregating $71,322 which do not expire. At December 31, 2021, the Company had federal and California research credit carryforwards of approximately $208,183 and $87,316, respectively. The federal research credit carry forwards will begin to expire in 2040, unless previously utilized and the California research credits will carry forward indefinitely. The Company’s NOLs and research credit carryforwards are subject to a reserve. Utilization of the domestic NOL could be subject to a substantial annual limitation due to ownership change limitations that may have occurred, or that could occur in the future, as required by Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOLs that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the NOLs are subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL before utilization. While the Company has not performed a Section 382 study, multiple ownership changes may have already occurred as the Company raised capital through the issuance of stock. However, due to the existence of the valuation allowance for deferred tax assets, any potential change in ownership will not impact the Company’s effective tax rate. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred income tax assets are as follows: As of December 31, Current deferred tax assets/(liabilities): 2021 2020 State taxes $ 441 $ 336 Amortization 109 180 Research and development credits 138,581 54,324 Lease liability 33,906 — Other 446,623 83,056 Net operating loss 8,887,647 7,679,216 Gross deferred tax assets 9,507,307 7,817,112 Valuation allowance (9,373,577) (7,590,215) Net deferred tax assets $ 133,730 $ 226,897 Deferred tax liabilities Right-of-use asset $ (30,939) $ — Discount - Amended Credit Agreement (102,791) (226,897) Total deferred tax liabilities (133,730) (226,897) Net deferred tax assets $ — $ — The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2021 and 2020, due to the following: As of December 31, 2021 2020 Expected income tax benefit at federal statutory tax rate $ (1,789,217) $ (1,377,411) State income taxes, net of federal benefit (475,287) (415,249) Change in fair value of warrants 4,445 (72,549) Change in valuation allowance 1,783,362 1,383,765 Uncertain tax positions 557,016 470,838 Non-deductible interest 36,731 33,925 Stock compensation 31,863 64,273 Research and development credits (168,514) (108,649) Rate adjustment 785 — Other permanent difference 20,916 22,657 Provision for income taxes $ 2,100 $ 1,600 The Company records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Due to the substantial doubt related to the Company’s ability to utilize its deferred tax assets, a valuation allowance for the full amount of the deferred tax assets has been established at December 31, 2021. As a result of this valuation allowance, there are no income tax benefits reflected in the accompanying Consolidated Statements of Comprehensive Loss to offset pre-tax losses. During the year ended December 31, 2021, the valuation allowance increased by $1,783,362. The Tax Cuts and Jobs Act of 2017 subjects a U.S. shareholder to tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income , states that an entity can make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company elects to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company's history of net operating losses, the CARES Act is not expected to have a material impact on the Company's financial statements. On April 22, 2020, the Company entered into the PPP Loan with the PPP Loan Lender (Note 4). In accordance with the Consolidated Appropriations Act, 2021 enacted on December 27, 2020, certain qualified expenses used with the funds of the PPP Loan are fully deductible for Federal income tax purposes. In 2021, the Company received forgiveness of the PPP loan. This amount is not considered taxable for Federal or state income tax purposes. Under the FASB’s accounting guidance related to income tax positions, among other things, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, the guidance provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows: As of December 31, 2021 2020 Unrecognized tax positions, beginning of the year $ 1,134,173 $ 552,082 Gross increase - current period tax positions 687,598 585,812 Gross decrease – prior period tax positions (37,145) (3,721) Unrecognized tax positions, end of year $ 1,784,626 $ 1,134,173 If recognized, none of the unrecognized tax positions would impact the Company’s income tax benefit or effective tax rate as long as the Company’s net deferred tax assets remain subject to a full valuation allowance. The Company does not expect any significant increases or decreases to the Company’s unrecognized tax positions within the next twelve months. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following: As of December 31 2021 2020 Accrued research and development costs 140,953 93,888 Accrued legal expense 133,537 57,596 Accrued board fees 44,984 40,625 Total other accrued liabilities 56,368 5,455 $ 375,842 $ 197,564 |
Significant Contracts - Univers
Significant Contracts - University of Mississippi | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Contracts - University of Mississippi | Significant Contracts - University of Mississippi UM 5050 and UM 8930 License Agreements In July 2018, the Company renewed its ocular licenses for UM 5050 and UM 8930. On May 24, 2019, the ocular delivery licenses were replaced by “all fields of use” licenses for both UM 5050 and UM 8930 (collectively, the “License Agreements”). Pursuant to the License Agreements, UM granted the Company an exclusive, perpetual license, including, with the prior written consent of UM, not to be unreasonably withheld, the right to sublicense, the intellectual property related to UM 5050 and UM 8930 for all fields of use. The License Agreements contain certain milestone payments, royalty and sublicensing fees payable by the Company, as defined therein. Each License Agreement provides for an annual maintenance fee of $75,000 payable on the anniversary of the effective date. The Company made upfront payments for UM 5050 and UM 8930 of $100,000 and $200,000, respectively. In addition, in March 2020, the Company was notified by the United States Patent and Trademark Office, that a notice of allowance was issued for SBI-200, under the UM 8930 License Agreement. As a result, the Company was required to pay UM a fee of $200,000. The milestone payments payable for each license are as follows: i) $100,000 paid within 30 days following the submission of the first Investigational New Drug Application ("NDA") to the Food and Drug Administration or an equivalent application to a regulatory agency anywhere in the world, for a product; ii) $200,000 paid within 30 days following the first submission of an NDA, or an equivalent application to a regulatory agency anywhere in the world, for each product that is administered in a different route of administration from that of the early submitted product(s); and iii) $400,000 paid within 30 days following the approval of an NDA, or an equivalent application to a regulatory agency anywhere in the world, for each product that is administered in a different route of administration from that of the early approved product(s). The royalty percentage due on net sales under each License Agreement is in the mid-single digits. The Company must also pay to UM a portion of all licensing fees received from any sublicensees, subject to a minimum royalty on net sales, and the Company is required to reimburse patent costs incurred by UM related to the licensed products. The royalty obligations apply by country and by licensed product, and end upon the later of the date that no valid claim of a licensed patent covers a licensed product in a given country, or ten years after the first commercial sale of such licensed product in such country. Each License Agreement continues, unless terminated, until the later of the expiration of the last to expire of the patents or patent applications within the licensed technology or the expiration of the Company’s payment obligations under such License Agreement. UM may terminate each License Agreement, by giving written notice of termination, upon the Company’s material breach of such License Agreement, including failure to make payments or satisfy covenants, representations or warranties without cure, noncompliance, a bankruptcy event, the Company’s dissolution or cessation of operations, the Company’s failure to make reasonable efforts to commercialize at least one product or failure to keep at least one product on the market after the first commercial sale for a continuous period of one year, other than for reasons outside the Company’s control, or the Company’s failure to meet certain pre-established development milestones. The Company may terminate each License Agreement upon 60 days’ written notice to UM. As of December 31, 2021, with the exception of the fee due for the notice of allowance for SBI-200, none of the other milestones under these license agreements have been met. UM 5070 License Agreement In January 2017, the Company entered into a license agreement with UM pursuant to which UM granted the Company an exclusive, perpetual license, including the right to sublicense, to intellectual property related to a platform of cannabinoid-based molecules ("UM 5070"), to research, develop and commercialize products for the treatment of infectious diseases. The Company paid UM an upfront license fee of $65,000 under the license agreement. Under the license agreement, the Company is also responsible for annual maintenance fees of $25,000 that will be credited against any royalties incurred, contingent milestone payments upon achievement of development and regulatory milestones, and royalties on net sales of licensed products sold for commercial use. The aggregate milestone payments due under the license agreement if all the milestones are achieved is $700,000 and the royalty percentage due on net sales is in the mid-single digits. The Company must also pay to UM a percentage of all licensing fees we receive from any sublicensees, subject to a minimum royalty on net sales by such sublicensees. The Company’s royalty obligations apply on a country by country and licensed product by licensed product basis, and end upon the later of the date that no valid claim of a licensed patent covers a licensed product in a given country, or ten years after first commercial sale of such licensed product in such country. The license agreement continues, unless terminated, until the later of the expiration of the last to expire of the patents or patent applications within the licensed technology or expiration of the Company’s payment obligations under the license. UM may terminate the license agreement, effective with the giving of notice, if: (a) the Company fails to pay any material amount payable to UM under the license agreement and do not cure such failure within 60 days after UM notifies us of such failure, (b) the Company materially breaches any covenant, representation or warranty in the license agreement and do not cure such breach within 60 days after UM notifies the Company of such breach, (c) the Company fails to comply in any material respect with the terms of the license and do not cure such noncompliance within 60 days after UM notifies us of such failure, (d) the Company is subject to a bankruptcy event, (e) the Company dissolves or ceases operations or (f) if after the first commercial sale of a product during the term of the license agreement, the Company materially fails to make reasonable efforts to commercialize at least one product or fail to keep at least one product on the market after the first commercial sale for a continuous period of one year, other than for reasons outside of the Company’s control. The Company may terminate the license agreement upon 60 days’ written notice to UM. As of December 31, 2021, none of the milestones under this license agreement had been met. On November 9, 2021, the Company provided its 60 day notice of termination to UM to terminate the UM 5070 license agreement effective January 8, 2022. |
Related Party Matters
Related Party Matters | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Matters | Related Party Matters Emerald Health Sciences In January 2018, the Company entered into a securities purchase agreement with Sciences pursuant to which Sciences purchased a majority of the equity interest in the Company, resulting in a change in control (the "Emerald Financing"). While Sciences no longer maintains a controlling interest in the Company, it holds a significant equity interest as of December 31, 2021 (Note 13) and has provided the Company with financing under the Amended Credit Agreement (Note 4). As of December 31, 2020, the Company had accrued $7,032 in reimbursable expenses due to Sciences. No amounts were due to Sciences as of December 31, 2021. On December 19, 2019, the Company entered into an Independent Contractor Services Agreement with Dr. Avtar Dhillon, at the time, a member of Sciences Board of Directors and its CEO, pursuant to which Dr. Dhillon provided ongoing corporate finance and strategic business advisory services to the Company. In exchange for his services, Dr. Dhillon received a monthly fee of $10,000, per month for his services. Under the Independent Contractor Agreement, for the years ended December 31, 2021 and 2020, the Company incurred fees of $94,516 and $127,387, respectively. As of December 31, 2020, the Company accrued $10,000 in expense related to the Independent Contractor Services Agreement. On September 14, 2021, Dr. Dhillon provided his notice to terminate the Independent Contractor Services Agreement, with an effective termination date of October 14, 2021. As of October 14, 2021, the Company no longer has any obligations or business relationship with Dr. Dhillon (Note 6). On August 10, 2020, Sciences, transferred to Dr. Avtar Dhillon 500,000 shares of the Company’s common stock at a deemed price of $0.10 in exchange for the cancellation of $50,000 of debt. On August 10, 2020, Sciences, Inc. extinguished debt of $186,667 by transferring 1,566,666 shares of the Company’s common stock at a deemed price of $0.10 per share to certain officers, employees and directors of the Company. In addition, the Board Observer Agreement in place with Sciences was amended in September 2021 to allow any board member or officer of Sciences to act as a representative of Sciences on a non-voting observer basis in meetings of the Board. On December 14, 2021, the Board Observer Agreement was terminated. Emerald Health Pharmaceuticals, Inc. On April 30, 2021, the Company entered into a month-to-month lease agreement with Emerald Health Pharmaceuticals, an affiliate of the Company with a significant common shareholder, as the sublessor and the Company as the sublessee. The Company shared the same office location as Emerald Health Pharmaceuticals in San Diego, California until the termination of the sublease on August 31, 2021. Under the sublease agreement, the Company paid monthly base rent of $4,000 in addition to its share of common area expenses and utilities. For the year ended December 31, 2021, the Company recognized $15,453 in expense under the sublease. VivaCell Biotechnology España, S.L.U (formerly known as Emerald Health Biotechnology España, S.L.U.) In January 2021 and April 2021, the Company entered into two separate Collaborative Research Agreements pursuant to a Master Services Agreement with VivaCell Biotechnology España, S.L.U ("VivaCell"), a research and development entity with substantial expertise in cannabinoid science and a subsidiary of Emerald Health Research, Inc. which is 100% owned by Sciences. Under the Collaborative Research Agreements, VivaCell will provide research and development services pursuant to agreed upon project plans for the research and development of SBI-200 and the preclinical development services for novel derivatives. The term of each agreement is initially for a one-year period. The agreements will terminate upon delivery and acceptance of the final deliverables under the project plans or if either party is in breach of the terms of the contract and such breach remains uncured for 45 days. Payment for services are based on the negotiated amounts for the completion of agreed upon objectives as provided in the Collaborative Research Agreements. For the year ended December 31, 2021, the Company incurred $220,418 in expenses under the Collaborative Research Agreements. As of December 31, 2021, the Company has recognized a prepaid asset in the amount of $8,056 to be offset against future research and development costs under the Collaborative Research Agreements. On October 11, 2021, the Company entered into an Exclusive Sponsored Research Agreement (the “ESRA”) with VivaCell to fund certain research and development programs which are of mutual interest to both the Company and VivaCell. The Company will have the right to use all data, products, and information, including intellectual property which are generated in the performance of the research under each and all projects funded by the Company pursuant to the ESRA, and VivaCell assigns and agrees to assign, to the Company all rights to any intellectual property created or reduced-to-practice under, or as a part of, a project funded by the Company pursuant to the ESRA. The Company has agreed to pay to VivaCell a royalty based on any and all licensing revenue or other consideration paid to the Company by a third-party licensee, assignee or purchaser of intellectual property rights created under the ESRA. In addition, upon a change of control transaction the Company has agreed to pay an amount equal to the royalty percentage multiplied by the fair value of the intellectual property created under the ESRA. Pursuant to the ESRA, VivaCell will provide a budget to be approved by the Company for each project, and the Company will make payments in accordance with the approved budget and pay an annual retainer to VivaCell of $200,000 per year. For the year ended December 31, 2021, the Company incurred $44,624 in expenses under the ESRA. As of December 31, 2021, the Company has recognized a prepaid asset in the amount of $5,376 to be offset against future research and development costs under the ESRA. The initial term of the agreement is one year, with automatic renewal for successive one-year terms unless either party terminates upon 60 days' prior written notice to the other party pursuant to the ESRA. Board Members As of December 31, 2021, Jim Heppell and Punit Dhillon are board members of the Company and Emerald Health Pharmaceuticals, a subsidiary of Sciences. As of December 31, 2021, Jim Heppell is also a board member of Sciences and VivaCell. The Company’s CEO, Punit Dhillon also served as a board member of Sciences and VivaCell until he tendered his resignation from such boards on August 10, 2020 and September 22, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Office Lease The Company leases office space for its corporate headquarters, located at 1250 El Camino Real, San Diego, California 92130. The lease is effective from September 1, 2021 through October 31, 2023 and contains a renewal option for a two-year extension after the current expiration date. The Company does not expect that the renewal option will be exercised, and has therefore excluded the option from the calculation of the right of use asset and lease liability. The lease provides for two months of rent abatement and the initial monthly rent is $8,067 per month with annual increases of 3% commencing on November 1, 2022. The lease includes non-lease components (i.e., property management costs) that are paid separately from rent, based on actual costs incurred, and therefore were not included in the right-of-use asset and lease liability but are reflected as an expense in the period incurred. In calculating the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the lease term. For the year ended December 31, 2021, lease expense comprised of $30,234 in lease cost from the Company's non-cancellable operating lease. The remaining lease term and discount rate related to the operating lease are presented in the following table: December 31, 2021 Weighted-average remaining term – operating lease (in years) 1.83 Weighted-average discount rate – operating lease 12 % Future minimum lease payments as of December 31, 2021 are presented in the following table: Year: 2022 $ 97,291 2023 83,093 Total future minimum lease payments: 180,384 Less imputed interest (19,312) Total $ 161,072 Reported as: Operating lease liability $ 82,372 Operating lease liability, net of current portion 78,700 Total lease liability $ 161,072 General Litigation and Disputes From time to time, in the normal course of operations, the Company may be a party to litigation and other dispute matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable outcome to any legal matter, if material, could have a materially adverse effect on the Company’s operations or financial position, liquidity or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Warrant Exercises On January 20, 2022, 19,666,667 pre-funded warrants with an intrinsic value of $1,178,033 were exercised in exchange for 19,666,667 shares of common stock for gross proceeds of $1,967. Board Members and Related Party Contractor On January 10, 2022, the Company's Board member, Jim Heppell, was appointed the CEO of Sciences and tendered his resignation from VivaCell. On February 28, 2022, the Company entered into a standard consulting agreement with the CEO's brother. Compensation under the agreement is for a rate of approximately $75 per hour. The consulting agreement may be terminated by either party upon providing 15 days of advance notice. VivaCell In March 2022, the Company entered into the first project under the ESRA, under which it has committed to a budget of $190,000. Common Stock Issuance |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries SKYE Bioscience Australia and Nemus Sub. All intercompany accounts and transaction have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates and judgments as to the appropriate carrying values of equity instruments, derivative liabilities, debt with embedded features, and the valuation of stock based compensation awards, which are not readily apparent from other sources. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, uncertainties related to the impact of COVID-19 (Note 1), results of research and development activities, uncertainties surrounding regulatory developments in the United States, the European Union and Australia, and the Company’s ability to attract new funding. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying values of those investments approximate their fair value due to their short maturity and liquidity. Cash includes cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk. As of December 31, 2021, and 2020, the Company has no cash equivalents. Restricted cash on the balance sheet represents a certificate of deposit held by the Company’s bank as collateral for the Company’s credit cards. |
Property and Equipment, net | Property and Equipment, netProperty and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, generally two |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable, and the last is considered unobservable, is used to measure fair value: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of the Company’s financial instruments, with the exception of the Amended Credit Agreement and derivative liabilities, approximate their fair value due to their short maturities. The derivative liabilities are valued on a recurring basis utilizing Level 3 inputs (Note 3). As of December 31, 2020, the Company estimated that the fair value of the Amended Credit Agreement to be materially consistent with the fair value estimate as of December 31, 2019 of $1,877,938, plus the non-convertible advances made in 2020. This determination was based on the following considerations: (i) the Company has not experienced any significant change in its credit worthiness or operations year over year, (ii) there have been no repayments or convertible draws, (iii) the facility is closer to maturity, and (iv) the embedded conversion feature on the convertible advances is out-of-the-money at the reporting date. As of December 31, 2021, the Company estimated that the fair value of the Amended Credit Agreement, including the non-convertible advances was $2,484,768. As of December 31, 2021 and 2020, the carrying value of the Amended Credit Agreement was $1,974,905 and $1,381,103, respectively. Information pertinent to estimating the fair value of the Amended Credit Agreement includes valuing the embedded conversion feature using Level 3 inputs and considering the discounted cash flows of the interest and principal payments through maturity (Note 4). |
Income Taxes | Income Taxes The Company accounts for deferred income tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities, net operating loss carryforwards (the “NOLs”) and other tax credit carryforwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Any interest or penalties would be recorded in the Company’s Consolidated Statements of Comprehensive Loss in the period incurred. When necessary, the Company recognizes interest and penalties related to income tax matters in income tax expense. The Company records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Due to the substantial doubt related to the Company’s ability to utilize its deferred tax assets, a valuation allowance for the full amount of the deferred tax assets has been established at December 31, 2021 and 2020. As a result of this valuation allowance, there are no income tax benefits reflected in the accompanying Consolidated Statements of Comprehensive Loss to offset pre-tax losses. The Company recognizes a tax benefit from uncertain tax positions when it is more likely than not (50%) that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts with embedded conversion features in accordance with GAAP. ASC 815, Derivatives and Hedging Activities ("ASC 815") which requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible debt instruments with embedded conversion features in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20") if it is determined that the conversion feature should not be bifurcated from their host instruments. Under ASC 470-20, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the difference between the fair value of the underlying common stock at the commitment date and the embedded effective conversion price. When the Company determines that the embedded conversion option should be bifurcated from its host instrument, the embedded feature is accounted for in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. The derivative is subsequently recorded at fair value at each reporting date based on current fair value, with the changes in fair value reported in the results of operations. The Company also follows ASC 480-10, Distinguishing Liabilities from Equity ("ASC 480-10") when evaluating the accounting for its hybrid instruments. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception (for example, a payable settled with a variable number of the issuer’s equity shares); (b) variations in something other than the fair value of the issuer’s equity shares (for example, a financial instrument indexed to the Standard and Poor’s S&P 500 Index and settled with a variable number of the issuer’s equity shares); or (c) variations inversely related to changes in the fair value of the issuer’s equity shares (for example, a written put option that could be net share settled). Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with a re-measurement reported in other expense (income), net in the accompanying Consolidated Statements of Comprehensive Loss. When determining the short-term vs. long-term classification of derivative liabilities, the Company first evaluates the instruments’ exercise provisions. Generally, if a derivative is a liability and exercisable within one year, it will be classified as short-term. However, because of the unique provisions and circumstances that may impact the accounting for derivative instruments, the Company carefully evaluates all factors that could potentially restrict the instrument from being exercised or |
Warrants Issued in Connection with Financings | Warrants Issued in Connection with Financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. For warrants issued with a conditional obligation to issue a variable number of shares or the deemed possibility of a cash settlement, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other expense (income), net in the Consolidated Statements of Comprehensive Loss. |
Debt Issuance Costs and Interest | Debt Issuance Costs and Interest Discounts related to bifurcated derivatives, freestanding instruments issued in bundled transactions, and issuance costs are recorded as a reduction to the carrying value of the debt and amortized over the life of the debt using the effective interest method. The Company makes changes to the effective interest rate, as necessary, on a prospective basis. For debt facilities that provide for multiple advances, the Company initially defers any issuance costs until the first advance is made and then amortizes the costs over the life of the facility. |
Research and Development Expenses and Licensed Technology | Research and Development Expenses and Licensed Technology Research and development costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third party contract research organizations and investigative sites, third party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries and benefits for the personnel involved in the Company’s preclinical drug development activities, other expenses and equipment and laboratory supplies. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense is estimated at the grant date based on the fair value of the award, and the fair value is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. Upon the exercise of stock option awards, the Company's policy is to issue new shares of its common stock. The Company uses the Black-Scholes valuation method for estimating the grant date fair value of stock options using the following assumptions: • Volatility - Expected volatility is estimated using the historical stock price performance over the expected term of the award. • Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award. • Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. Treasury securities in effect during the period in which the awards were granted. • Dividends - The dividend yield assumption is based on the Company’s history and expectation of paying no dividends in the foreseeable future. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. ASC 220 Comprehensive Income requires that an entity records all components of comprehensive (loss) income, net of their related tax effects, in its financial statements in the period in which they are recognized. For the years ended December 31, 2021 and 2020, the comprehensive loss was equal to net loss. |
Loss Per Common Share | Loss Per Common Share The Company applies ASC No. 260, Earnings per Share |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update, or ASU, No. 2016-02, Leases (Topic 842), to enhance the transparency and comparability of financial reporting related to leasing arrangements. The Company adopted the standard effective January 1, 2019. At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in the lease contract is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the Consolidated Balance Sheets as operating lease right-of-use assets, operating lease liability, current portion and operating lease liability, net of current portion. |
Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . The aim of ASU 2021-10 is to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. Diversity currently exists in the recognition, measurement, presentation, and disclosure of government assistance received by business entities because of the lack of specific authoritative guidance in GAAP. The ASU will be effective for annual reporting periods after December 15, 2021, and early adoption is permitted. Upon implementation, the Company may use either a prospective or retrospective method of adoption when adopting the ASU. The adoption of ASU 2021-10 will impact the disclosures related to the rebates that the Company receives from the Australian Taxation Office ("ATO") against research and development activities for its Phase I clinical trials in Australia. The Company currently plans to adopt the provisions of this ASU on the effective date using a prospective adoption method as rebates from the ATO in prior periods have not been material to the Company's financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The aim of ASU 2021-08 is to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) Recognition of an acquired contract liability, and (2) Payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU will be effective for annual reporting periods after December 15, 2022, should be applied on a prospective basis and early adoption is permitted. The adoption of ASU 2021-08 does not currently impact the Company's financial statements. The Company plans to adopt the provisions of this ASU on the effective date but reserves the right to early adopt this guidance. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in fiscal periods ending after December 15, 2020. Upon implementation, the Company may use either a modified retrospective or full retrospective method of adoption. The adoption of ASU 2020-6 will likely impact the way the Company calculates its (loss) earnings per share, result in expanded disclosures around convertible instruments and remove the requirement to assess and record beneficial conversion features. The impact from adoption will depend on whether the Company elects to early adopt this ASU. The Company currently plans to adopt the provisions of this ASU on the effective date. However, it reserves the right to early adopt these provisions. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The aim of ASU 2021-04 is to clarify and reduce diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The Company elected to early adopt this guidance as of July 1, 2021, and has applied the guidance as of January 1, 2021, in accordance with the ASU. The adoption of this guidance had no impact on the interim periods in 2021 prior to the date of adoption. Upon implementation, the new guidance was applied to the July 2021 Inducement (Note 5), which resulted in recording the value attributable to the Inducement Warrants as an equity issuance cost. Because this amendment provided clarification where there was a lack of GAAP, management has determined that there was no resulting impact from the adoption of this standard to the financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The Board issued this update as part of its Simplification Initiative to improve areas of GAAP and reduce cost and complexity while maintaining usefulness of the financial statements. The main provisions remove certain exceptions, including the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. In addition, the amendments simplify income tax accounting in the areas such as income-based franchise taxes, eliminating the requirements to allocate consolidated current and deferred tax expense in certain instances and a requirement that an entity reflects the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company adopted this ASU on the effective date of January 1, 2021. The amendments in the update related to foreign subsidiaries have been applied on a modified retrospective basis, the amendments to franchise taxes were applied on a modified retrospective basis and all other amendments have been applied on a prospective basis. Because the Company’s deferred tax assets net of deferred tax liabilities are fully reserved, the impact from the adoption of this standard was not material. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The amendments in this ASU represent changes to clarify the ASC, correct unintended application of the guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This new standard was effective beginning January 1, 2021. The adoption of ASU 2020-10 did not have a material impact on the Company's financial position or results of operations upon adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The ASU was effective and adopted by the Company on January 1, 2021. However, as of the effective date the Company did not have any cloud computing arrangements for which this guidance was applicable. During the fourth quarter of 2021, the Company entered into hosting arrangements meeting the definition of a service contract for which this guidance will be applicable. Due to the short term nature of these contracts, the impact to the Company's financial statements from the adoption of this guidance was not material. |
Warrants and Derivative Liabi_2
Warrants and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants vested and outstanding | Warrants vested and outstanding as of December 31, 2021 are summarized as follows: Source Exercise Term Number of Pre 2015 Common Stock Warrants $ 1.00 10 1,110,000 2015 Common Stock Warrants 5.00 10 100,000 2016 Common Stock Warrants to Service Providers 1.15 10 40,000 2017 Series D Common Stock Warrants to Placement Agent 0.25 5 480,000 2017 Common Stock Warrants to Service Provider 0.41 5 125,000 2018 Emerald Financing Warrants 0.10 5 3,400,000 Emerald Multi-Draw Credit Agreement Warrants 0.50 5 7,500,000 2019 Common Stock Warrants 0.35 5 8,000,000 2020 Common Stock Warrants to Placement Agent 0.08 4.99 8,166,667 2021 Inducement Warrants 0.15 5 21,166,667 2021 Inducement Warrants to Placement Agent 0.19 5 1,481,667 2021 Common Stock Warrants 0.09 5 77,777,779 2021 Pre-Funded Warrants 0.0001 Indefinite 19,666,667 2021 Common Stock Warrants to Placement Agent 0.11 5 5,444,445 Total warrants vested and outstanding as of December 31, 2021 154,458,892 |
Schedule of input and valuation technique used to value warrant liabilities | The warrants were vested at issuance and were valued utilizing the Black-Scholes Merton option pricing model with the following assumptions: Common Stock Placement Agent Dividend yield — % — % Volatility factor 137.87 % 137.87 % Risk-free interest rate 0.73 % 0.73 % Expected term (years) 5.0 5.0 Underlying common stock price $ 0.15 $ 0.15 Common Stock Warrants Pre-funded Placement Agent Warrants Dividend yield — % — % — % Volatility factor 136.02 % 135.06 % 136.02 % Risk-free interest rate 1.01 % 1.55 % 1.01 % Expected term (years) 5.0 10.0 5.00 Underlying common stock price $ 0.09 $ 0.09 $ 0.09 Common Stock Warrants Pre-funded Placement Agent Warrants Dividend yield — % — % — % Volatility factor 91.64 % 93.86 % 91.64 % Risk-free interest rate 0.19 % 0.52 % 0.19 % Expected term (years) 5.0 10 4.99 Underlying common stock price $ 0.05 $ 0.05 $ 0.05 The warrant liabilities were valued at the balance sheet dates using the following assumptions: As of December 31, 2021 2020 Dividend yield — % — % Volatility factor 126.50 % 90.90 % Risk-free interest rate 0.43 % 0.14 % Expected term (years) 1.13 2.13 Underlying common stock price $ 0.05 $ 0.04 |
Schedule summary of the activity of derivative liabilities | The following tables summarize the activity of derivative liability for the periods indicated: Year Ended December 31, 2021 DECEMBER 31, Fair Change in Reclassification December 31, Emerald Financing - warrant liability (1) 38,567 — 21,165 — 59,732 Total derivative liability $ 38,567 $ — $ 21,165 $ — $ 59,732 Year Ended December 31, 2020 December 31, Fair Value of Derivative Liabilities Issued Change in Reclassification of Derivatives to Equity December 31, Emerald Multi-Draw Credit Agreement - compound derivative liability (2) $ 90,797 $ — $ (90,797) $ — $ — Emerald Financing - warrant liability (1) 276,024 — (237,457) — 38,567 Series B - warrant liability (3) 134,579 — (108,016) (26,563) — Total derivative liabilities $ 501,400 $ — $ (436,270) $ (26,563) $ 38,567 Less, noncurrent portion of derivative liabilities (90,797) — Current balance of derivative liabilities $ 410,603 $ 38,567 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible and non-convertible advances | The Company’s Debt with Sciences consists of the following: As of December 31, Conversion 2021 2020 Total principal value of convertible debt—related party $ 0.40 $ 2,014,500 $ 2,014,500 Unamortized debt discount (487,668) (1,079,821) Unamortized debt issuance costs (1,927) (3,576) Carrying value of total convertible debt—related party 1,524,905 931,103 Total principal value of non-convertible debt—related party n/a 450,000 450,000 Total carrying value of advances under the multi-draw credit agreement $ 1,974,905 $ 1,381,103 |
Schedule of interest expense | The Company’s interest expense consists of the following: Year Ended 2021 2020 Related party interest expense – stated rate $ 174,911 $ 161,546 PPP loan interest expense – stated rate 446 806 Non-cash interest expense: Amortization of debt discount 592,154 542,523 Amortization of transaction costs 1,648 1,510 $ 769,159 $ 706,385 |
Stockholders' Equity and Capi_2
Stockholders' Equity and Capitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Reserved Shares Of Common Stock | As of December 31, 2021 and 2020, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows: Year Ended 2021 2020 Options issued and outstanding 35,405,000 22,050,000 Options available for grant under the 2014 Plan 14,132,929 12,790,775 Restricted stock unit awards issued and outstanding 4,000,000 0 Unreleased restricted stock awards issued to a service provider 150,000 0 Common stock underlying the Amended Credit Agreement 5,393,684 5,126,343 Warrants issued and outstanding 154,458,892 157,513,335 213,540,505 197,480,453 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of shares available for future grant | As of December 31, 2021, the shares available for future grant under the 2014 Plan are as follows: Shares Available for Grant Available as of December 31, 2020 12,790,775 Share pool increase 18,803,404 Cancelled 202,500 Forfeited 1,091,250 Granted (18,755,000) Available as of December 31, 2021 14,132,929 |
Schedule of summary of stock option activity | The following is a summary of option activities under the Company’s 2014 Plan for the year ended December 31, 2021: Number of Weighted Weighted Aggregate Outstanding, December 31, 2020 22,050,000 $ 0.06 9.52 $ — Granted 14,755,000 0.08 Exercised (106,250) 0.05 13,281 Forfeited (1,091,250) 0.05 Cancelled (202,500) 0.05 Outstanding, December 31, 2021 35,405,000 $ 0.07 9.08 $ 134,750 Exercisable, December 31, 2021 9,122,500 $ 0.09 8.41 $ 49,963 Vested and expected to vest, December 31, 2021 35,405,000 $ 0.07 9.08 $ 134,750 *The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at December 31, 2021 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). |
Schedule of fair value assumptions of stock option granted | The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model under the following assumptions: Year Ended December 31, 2021 2020 Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.01-1.11% 0.28-0.46% Expected term (years) 5.27-6.13 5.65-6.13 Volatility 119.10-138.00% 92.51-107.87% |
Schedule of RSA activity | The following is a summary of restricted stock unit activity during the year ended December 31, 2021: Number of Weighted Unvested, December 31, 2020 — $ — Granted 4,000,000 0.06 Released — — Unvested, December 31, 2021 4,000,000 $ 0.06 The following is a summary of restricted stock activity outside of the Company’s 2014 Plan during the year ended December 31, 2021: Number of Weighted Unvested, December 31, 2020 — $ — Granted 1,500,000 0.12 Released (1,350,000) 0.12 *Unvested, December 31, 2021 150,000 $ 0.13 |
Schedule of Stock-Based compensation Expense | The Company recognized stock-based compensation expense, including compensation expense for RSUs discussed above, in its Consolidated Statements of Comprehensive Loss as follows: Year Ended 2021 2020 Research and development $ 59,653 $ 93,545 General and administrative 809,553 209,197 $ 869,206 $ 302,742 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following tables are a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations: For the Year Ended December 31, 2021 Loss Shares Per-Share Net loss and comprehensive loss $ (8,522,182) Basic EPS Loss available to common stockholders (8,522,182) 406,599,390 $ (0.02) Diluted EPS Loss available to common stockholders + assumed conversions $ (8,522,182) 406,599,390 $ (0.02) For the Year Ended December 31, 2020 Income Shares Per-Share Net loss and comprehensive loss $ (6,560,699) Basic EPS Income available to common stockholders (6,560,699) 230,746,878 $ (0.03) Effect of Dilutive Securities Warrants – liability classified (345,473) 674,095 Diluted EPS Loss available to common stockholders + assumed conversions $ (6,906,172) 231,420,973 $ (0.03) |
Schedule of anti-dilutive securities | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Year Ended 2021 2020 Stock options 35,405,000 22,050,000 Unvested restricted stock units 4,000,000 — Unvested restricted stock 150,000 — Common shares underlying convertible debt 5,393,684 5,126,343 Warrants 134,792,225 145,039,240 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income (loss) before the income tax provision (benefit) | The components of loss before the income tax provision consist of the following: Year Ended 2021 2020 United States $ (8,446,034) $ (6,556,280) Foreign (74,048) (2,819) Pre-tax loss and comprehensive loss from operations $ (8,520,082) $ (6,559,099) |
Schedule for significant portions of deferred income tax assets | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred income tax assets are as follows: As of December 31, Current deferred tax assets/(liabilities): 2021 2020 State taxes $ 441 $ 336 Amortization 109 180 Research and development credits 138,581 54,324 Lease liability 33,906 — Other 446,623 83,056 Net operating loss 8,887,647 7,679,216 Gross deferred tax assets 9,507,307 7,817,112 Valuation allowance (9,373,577) (7,590,215) Net deferred tax assets $ 133,730 $ 226,897 Deferred tax liabilities Right-of-use asset $ (30,939) $ — Discount - Amended Credit Agreement (102,791) (226,897) Total deferred tax liabilities (133,730) (226,897) Net deferred tax assets $ — $ — |
Schedule of provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate | The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2021 and 2020, due to the following: As of December 31, 2021 2020 Expected income tax benefit at federal statutory tax rate $ (1,789,217) $ (1,377,411) State income taxes, net of federal benefit (475,287) (415,249) Change in fair value of warrants 4,445 (72,549) Change in valuation allowance 1,783,362 1,383,765 Uncertain tax positions 557,016 470,838 Non-deductible interest 36,731 33,925 Stock compensation 31,863 64,273 Research and development credits (168,514) (108,649) Rate adjustment 785 — Other permanent difference 20,916 22,657 Provision for income taxes $ 2,100 $ 1,600 |
Schedule of reconciliation of beginning and ending amounts of unrecognized tax positions | A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows: As of December 31, 2021 2020 Unrecognized tax positions, beginning of the year $ 1,134,173 $ 552,082 Gross increase - current period tax positions 687,598 585,812 Gross decrease – prior period tax positions (37,145) (3,721) Unrecognized tax positions, end of year $ 1,784,626 $ 1,134,173 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other current liabilities | Other current liabilities consist of the following: As of December 31 2021 2020 Accrued research and development costs 140,953 93,888 Accrued legal expense 133,537 57,596 Accrued board fees 44,984 40,625 Total other accrued liabilities 56,368 5,455 $ 375,842 $ 197,564 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Information | The remaining lease term and discount rate related to the operating lease are presented in the following table: December 31, 2021 Weighted-average remaining term – operating lease (in years) 1.83 Weighted-average discount rate – operating lease 12 % Reported as: Operating lease liability $ 82,372 Operating lease liability, net of current portion 78,700 Total lease liability $ 161,072 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of December 31, 2021 are presented in the following table: Year: 2022 $ 97,291 2023 83,093 Total future minimum lease payments: 180,384 Less imputed interest (19,312) Total $ 161,072 |
Nature of Operations and Busi_2
Nature of Operations and Business Activities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Nature Of Operations And Business Activities [Line Items] | ||
Accumulated deficit | $ 47,256,163 | $ 38,733,981 |
Cash | 8,983,007 | 2,469,410 |
Operating loss | 7,847,714 | $ 6,289,013 |
Multi-Draw Credit Agreement | ||
Nature Of Operations And Business Activities [Line Items] | ||
Total principal value of convertible debt—related party | $ 2,464,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Nature Of Operations And Business Activities [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Fair value of advance under credit agreement | 2,484,768 | $ 1,877,938 | |
Repayments on line of credit | 0 | ||
Draws from line of credit | 0 | 450,000 | |
Costs associated with the use of licensed technologies capitalized to date | 0 | ||
Multi-Draw Credit Agreement | |||
Nature Of Operations And Business Activities [Line Items] | |||
Carrying value | $ 1,974,905 | $ 1,381,103 | |
Minimum | |||
Nature Of Operations And Business Activities [Line Items] | |||
Estimated useful lives | 2 years | ||
Maximum | |||
Nature Of Operations And Business Activities [Line Items] | |||
Estimated useful lives | 3 years |
Warrants and Derivative Liabi_3
Warrants and Derivative Liabilities - Schedule of Warrants Vested and Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Jul. 26, 2021 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Vested and Outstanding (in shares) | 154,458,892 | |
Pre 2015 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 1 | |
Term (Years) | 10 years | |
Number of Warrants Vested and Outstanding (in shares) | 1,110,000 | |
2015 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 5 | |
Term (Years) | 10 years | |
Number of Warrants Vested and Outstanding (in shares) | 100,000 | |
2016 Common Stock Warrants to Service Providers | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 1.15 | |
Term (Years) | 10 years | |
Number of Warrants Vested and Outstanding (in shares) | 40,000 | |
2017 Series D Common Stock Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.25 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 480,000 | |
2017 Common Stock Warrants to Service Provider | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.41 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 125,000 | |
2018 Emerald Financing Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.10 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 3,400,000 | |
Emerald Multi-Draw Credit Agreement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.50 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 7,500,000 | |
2019 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.35 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 8,000,000 | |
2020 Common Stock Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.08 | |
Term (Years) | 4 years 11 months 26 days | |
Number of Warrants Vested and Outstanding (in shares) | 8,166,667 | |
2021 Inducement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.15 | $ 0.06 |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 21,166,667 | |
2021 Inducement Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.19 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 1,481,667 | |
2021 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.09 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 77,777,779 | |
2021 Pre-Funded Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.0001 | |
Number of Warrants Vested and Outstanding (in shares) | 19,666,667 | |
2021 Common Stock Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.11 | |
Term (Years) | 5 years | |
Number of Warrants Vested and Outstanding (in shares) | 5,444,445 |
Warrants and Derivative Liabi_4
Warrants and Derivative Liabilities - Narrative (Details) - USD ($) | Sep. 29, 2021 | Jul. 26, 2021 | Aug. 04, 2020 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||||||
Decrease in derivative liability through an adjustment to change in fair value of derivative liabilities | $ 0 | |||||||
August 2020 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Gross proceeds of warrants on a relative fair value basis | $ 6,939,667 | |||||||
August 2020 Financing | Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Gross proceeds of warrants on a relative fair value basis | $ 2,024,903 | |||||||
2021 Inducement Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 0.06 | $ 0.15 | ||||||
2021 Inducement Warrants | July 2021 Inducement Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 21,166,667 | 21,166,667 | ||||||
Common stock warrants | $ 2,790,884 | |||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||
2021 Inducement Warrants to Placement Agent | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | 0.19 | |||||||
2021 Inducement Warrants to Placement Agent | July 2021 Inducement Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 1,481,667 | |||||||
Common stock warrants | $ 192,224 | |||||||
2021 Common Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | 0.09 | |||||||
2021 Common Stock Warrants | September 2021 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 77,777,779 | |||||||
Number of common stock warrant ( in shares) | 77,777,779 | |||||||
Proceeds to common stock warrants | $ 3,265,676 | |||||||
Exercise price (in dollars per share) | $ 0.09 | |||||||
2021 Pre-Funded Warrants | September 2021 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 19,666,667 | |||||||
Number of common stock warrant ( in shares) | 19,666,667 | |||||||
Proceeds to common stock warrants | $ 943,489 | |||||||
Exercise price (in dollars per share) | $ 0.0001 | |||||||
2021 Common Stock Warrants to Placement Agent | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | 0.11 | |||||||
2021 Common Stock Warrants to Placement Agent | September 2021 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock warrants | $ 421,522 | |||||||
Number of common stock warrant ( in shares) | 5,444,445 | |||||||
Common Stock Warrants | August 2020 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants issued (in shares) | 116,666,668 | |||||||
2020 Common Stock Warrants to Placement Agent | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 0.08 | |||||||
2020 Common Stock Warrants to Placement Agent | August 2020 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants issued (in shares) | 8,166,667 | |||||||
Value of warrants issued recorded as equity issuance costs within equity | $ 261,333 | |||||||
Prefunded Warrants | August 2020 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants issued (in shares) | 60,333,334 | |||||||
Gross proceeds of warrants on a relative fair value basis | $ 2,146,997 | |||||||
Exercise price (in dollars per share) | $ 0.001 | |||||||
Common Stock Warrants | August 2020 Financing | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Gross proceeds of warrants on a relative fair value basis | $ 2,767,767 | |||||||
Exercise price (in dollars per share) | $ 0.06 | |||||||
Emerald Financing Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 0.10 | |||||||
Series B Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants issued (in shares) | 312,500 | |||||||
Exercise price (in dollars per share) | $ 0 | |||||||
Value of common stock called by warrants | $ 26,563 | |||||||
Warrants to purchase shares of common stock issued and outstanding (in shares) | 312,500 |
Warrants and Derivative Liabi_5
Warrants and Derivative Liabilities - Schedule of Input and Valuation Techniques Used to Value Warrant Liabilities (Details) | Dec. 31, 2021$ / shares | Sep. 30, 2021$ / shares | Jul. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Aug. 04, 2020$ / shares |
2021 Inducement Warrants | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
2021 Inducement Warrants | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.3787 | ||||
2021 Inducement Warrants | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0073 | ||||
2021 Inducement Warrants | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 5 years | ||||
2021 Inducement Warrants | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.15 | ||||
2021 Inducement Warrants to Placement Agent | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
2021 Inducement Warrants to Placement Agent | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.3787 | ||||
2021 Inducement Warrants to Placement Agent | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0073 | ||||
2021 Inducement Warrants to Placement Agent | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 5 years | ||||
2021 Inducement Warrants to Placement Agent | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.15 | ||||
2021 Common Stock Warrants | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
2021 Common Stock Warrants | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.3602 | ||||
2021 Common Stock Warrants | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0101 | ||||
2021 Common Stock Warrants | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 5 years | ||||
2021 Common Stock Warrants | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.09 | ||||
2021 Pre-Funded Warrants | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
2021 Pre-Funded Warrants | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.3506 | ||||
2021 Pre-Funded Warrants | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0155 | ||||
2021 Pre-Funded Warrants | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 10 years | ||||
2021 Pre-Funded Warrants | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.09 | ||||
2021 Common Stock Warrants to Placement Agent | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
2021 Common Stock Warrants to Placement Agent | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.3602 | ||||
2021 Common Stock Warrants to Placement Agent | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0101 | ||||
2021 Common Stock Warrants to Placement Agent | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 5 years | ||||
2021 Common Stock Warrants to Placement Agent | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.09 | ||||
Common Stock Warrants | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
Common Stock Warrants | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.9164 | ||||
Common Stock Warrants | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0019 | ||||
Common Stock Warrants | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 5 years | ||||
Common Stock Warrants | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.05 | ||||
Pre-funded Warrants | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
Pre-funded Warrants | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.9386 | ||||
Pre-funded Warrants | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0052 | ||||
Pre-funded Warrants | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 10 years | ||||
Pre-funded Warrants | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.05 | ||||
2020 Common Stock Warrants to Placement Agent | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
2020 Common Stock Warrants to Placement Agent | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.9164 | ||||
2020 Common Stock Warrants to Placement Agent | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0019 | ||||
2020 Common Stock Warrants to Placement Agent | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 4 years 11 months 26 days | ||||
2020 Common Stock Warrants to Placement Agent | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.05 | ||||
Emerald Financing | Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0 | 0 | |||
Emerald Financing | Volatility factor | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 1.2650 | 0.9090 | |||
Emerald Financing | Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding measurement input | 0.0043 | 0.0014 | |||
Emerald Financing | Expected term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Expected term (years) | 1 year 1 month 17 days | 2 years 1 month 17 days | |||
Emerald Financing | Underlying common stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Underlying common stock price (in dollars per share) | $ 0.05 | $ 0.04 |
Warrants and Derivative Liabi_6
Warrants and Derivative Liabilities - Derivative Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Of Derivative Liabilities [Roll Forward] | |||
Fair Value of Derivative Liabilities, beginning | $ 38,567 | $ 501,400 | |
Fair Value of Derivative Liability Issued | 0 | 0 | |
Change in Fair value of Liability | 21,165 | (436,270) | |
Reclassification of Derivative to Equity | 0 | (26,563) | |
Fair Value of Derivative Liabilities, ending | 59,732 | 38,567 | |
Less, noncurrent portion of derivative liabilities | 0 | $ (90,797) | |
Current balance of derivative liabilities | 59,732 | 38,567 | $ 410,603 |
Emerald Multi-Draw Credit Agreement - compound derivative liability | |||
Fair Value Of Derivative Liabilities [Roll Forward] | |||
Fair Value of Derivative Liabilities, beginning | 0 | 90,797 | |
Fair Value of Derivative Liability Issued | 0 | ||
Change in Fair value of Liability | (90,797) | ||
Reclassification of Derivative to Equity | 0 | ||
Fair Value of Derivative Liabilities, ending | 0 | ||
Emerald Financing - warrant liability | |||
Fair Value Of Derivative Liabilities [Roll Forward] | |||
Fair Value of Derivative Liabilities, beginning | 38,567 | 276,024 | |
Fair Value of Derivative Liability Issued | 0 | 0 | |
Change in Fair value of Liability | 21,165 | (237,457) | |
Reclassification of Derivative to Equity | 0 | 0 | |
Fair Value of Derivative Liabilities, ending | 59,732 | 38,567 | |
Series B - warrant liability | |||
Fair Value Of Derivative Liabilities [Roll Forward] | |||
Fair Value of Derivative Liabilities, beginning | $ 0 | 134,579 | |
Fair Value of Derivative Liability Issued | 0 | ||
Change in Fair value of Liability | (108,016) | ||
Reclassification of Derivative to Equity | (26,563) | ||
Fair Value of Derivative Liabilities, ending | $ 0 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - Multi-Draw Credit Agreement - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total principal value of convertible debt—related party | $ 2,464,500 | |
Total carrying value of advances under the multi-draw credit agreement | $ 1,974,905 | $ 1,381,103 |
Convertible debt | ||
Short-term Debt [Line Items] | ||
Conversion Price (in dollars per share) | $ 0.40 | |
Total principal value of convertible debt—related party | $ 2,014,500 | 2,014,500 |
Unamortized debt discount | (487,668) | (1,079,821) |
Unamortized debt issuance costs | (1,927) | (3,576) |
Total carrying value of advances under the multi-draw credit agreement | 1,524,905 | 931,103 |
Non-Convertible Debt | ||
Short-term Debt [Line Items] | ||
Total carrying value of advances under the multi-draw credit agreement | $ 450,000 | $ 450,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Sep. 15, 2021$ / shares | Apr. 29, 2020USD ($) | Nov. 01, 2018USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)advance$ / sharesshares | Apr. 24, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Derivative liability | $ 59,732 | $ 38,567 | $ 501,400 | ||||
Proceeds from pre-funded warrant exercises | 11,800 | 0 | |||||
Gain (loss) on extinguishment | 117,953 | 0 | |||||
Paycheck Protection Program | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of promissory Note | $ 116,700 | ||||||
Gain (loss) on extinguishment | 117,953 | ||||||
Interest rate | 1.00% | ||||||
Multi-Draw Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Amount of capital raise | $ 5,000,000 | ||||||
Interest rate percentage | 7.00% | ||||||
Debt default interest rate spread (percent) | 10.00% | ||||||
Warrant coverage on the debt facility | 50.00% | ||||||
Term (Years) | 5 years | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Proceeds from related party debt | $ 2,000,000 | $ 2,000,000 | |||||
Number of warrant issued (in shares) | shares | 2,500,000 | 5,000,000 | |||||
Allocation of debt on the basis of relative fair value | $ 1,684,920 | $ 3,283,890 | |||||
Allocation of warrant on the basis of relative fair value | 315,080 | 716,110 | |||||
Beneficial conversion feature | 90,080 | 1,584,850 | |||||
Derivative liability | $ 204,102 | $ 516,058 | |||||
Number of advances | advance | 2 | ||||||
Principal amount of promissory Note | $ 4,000,000 | ||||||
Compound derivative | 516,058 | ||||||
Fair value of derivative liabilities in excess of proceeds | 322,644 | ||||||
Proceeds from pre-funded warrant exercises | 3,985,500 | ||||||
Gain (loss) on extinguishment | $ (725,425) | ||||||
Credit facility effected fourth advances | 150,000 | ||||||
Credit facility effected fifth advances | $ 300,000 | ||||||
Convertible multi-draw credit agreement issuance costs | $ 63,007 | ||||||
Effective interest rate | 43.30% | 98.01% | |||||
Unamortized debt discount period | 9 months 3 days | ||||||
Fair value of shares underlying convertible debt | $ 261,885 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Related party interest expense – stated rate | $ 174,911 | $ 161,546 |
PPP loan interest expense – stated rate | 446 | 806 |
Non-cash interest expense: | ||
Amortization of debt discount | 592,154 | 542,523 |
Amortization of transaction costs | 1,648 | 1,510 |
Interest expense | $ 769,159 | $ 706,385 |
Stockholders_ Equity and Capita
Stockholders’ Equity and Capitalization - Reserved Shares of Common Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2014 |
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 213,540,505 | 197,480,453 | |
Warrants | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 154,458,892 | 157,513,335 | |
Amended Credit Agreement | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 5,393,684 | 5,126,343 | |
2014 Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 3,200,000 | ||
Stock options | Outside 2014 Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 35,405,000 | 22,050,000 | |
Stock options | 2014 Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 14,132,929 | 12,790,775 | |
Unvested restricted stock units | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 4,000,000 | 0 | |
Unvested restricted stock | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock (in shares) | 150,000 | 0 |
Stockholders_ Equity and Capi_2
Stockholders’ Equity and Capitalization - Narrative (Details) - USD ($) | Sep. 29, 2021 | Jul. 26, 2021 | Aug. 04, 2020 | Jul. 31, 2020 | Jul. 31, 2021 | Sep. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 05, 2021 |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 5,000,000,000 | 500,000,000 | 5,000,000,000 | ||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 20,000,000 | 50,000,000 | ||||||
Proceeds from pre-funded warrant exercises | $ 11,800 | $ 0 | |||||||
Common stock issuance costs | $ 935,260 | $ 854,078 | |||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for each unit sold (in shares) | 1 | ||||||||
September 2021 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, gross aggregate proceeds | $ 6,998,034 | ||||||||
Term (Years) | 5 years | ||||||||
September 2021 Financing | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 58,111,112 | ||||||||
Two Thousand And Twenty One Inducement And Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issuance costs | $ 935,260 | ||||||||
Net proceeds from the transaction | $ 6,062,774 | ||||||||
August 2020 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issuance costs | $ 854,078 | ||||||||
Net proceeds from the transaction | $ 6,085,589 | ||||||||
Gross proceeds from the transaction | $ 6,939,667 | ||||||||
August 2020 Financing | Placement agent | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.075 | ||||||||
Percentage of total shares of common stock and pre-funded warrants sold in offering | 7.00% | ||||||||
Expected term (years) | 5 years | ||||||||
Warrants to purchase an aggregate shares of common stock (in shares) | 8,166,667 | ||||||||
August 2020 Financing | Common Unit | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 56,333,334 | ||||||||
Sale price (in dollars per share) | $ 0.06 | ||||||||
August 2020 Financing | Pre-Funded Unit | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 60,333,334 | ||||||||
Sale price (in dollars per share) | 0.059 | ||||||||
2021 Inducement Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercise (in shares) | 21,166,667 | ||||||||
Exercise price (in dollars per share) | $ 0.06 | $ 0.15 | |||||||
Proceeds from pre-funded warrant exercises | $ 1,270,000 | ||||||||
Term (Years) | 5 years | ||||||||
2021 Inducement Warrants | July 2021 Inducement Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.15 | ||||||||
Number of shares issued in transaction (in shares) | 21,166,667 | 21,166,667 | |||||||
2021 Pre-Funded Warrants | September 2021 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.0001 | ||||||||
Number of shares issued in transaction (in shares) | 19,666,667 | ||||||||
Sale price (in dollars per share) | $ 0.0899 | ||||||||
2021 Common Stock Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.09 | ||||||||
Term (Years) | 5 years | ||||||||
2021 Common Stock Warrants | September 2021 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.09 | ||||||||
Number of shares issued in transaction (in shares) | 77,777,779 | ||||||||
Sale price (in dollars per share) | $ 0.09 | ||||||||
2021 Common Stock Warrants to Placement Agent | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.11 | ||||||||
Term (Years) | 5 years | ||||||||
2021 Common Stock Warrants to Placement Agent | Two Thousand And Twenty One Inducement And Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 6,926,112 | ||||||||
Percentage of total shares of common stock and pre-funded warrants sold in offering | 7.00% | ||||||||
Common Stock Warrants | Common Unit | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for each unit sold (in shares) | 1 | ||||||||
Number of warrants issued (in shares) | 1 | ||||||||
Common Stock Warrants | Pre-Funded Unit | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for each unit sold (in shares) | 1 | ||||||||
Number of warrants issued (in shares) | 1 | ||||||||
Common Stock Warrants | August 2020 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.06 | ||||||||
Expected term (years) | 5 years | ||||||||
Pre-funded Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercise (in shares) | 11,800,000 | 48,533,334 | |||||||
Proceeds from pre-funded warrant exercises | $ 11,800 | ||||||||
Intrinsic value of warrant exercises | $ 460,200 | $ 2,104,667 | |||||||
Warrant exercises (in shares) | 11,800,000 | 48,533,334 | |||||||
Pre-funded Warrants | Pre-Funded Unit | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for each unit sold (in shares) | 1 | ||||||||
Number of warrants issued (in shares) | 1 | ||||||||
Pre-funded Warrants | August 2020 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 0.001 | ||||||||
Number of warrants issued (in shares) | 60,333,334 | ||||||||
Common Stock Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercise (in shares) | 116,666,668 | ||||||||
Proceeds from pre-funded warrant exercises | $ 6,999,999 | ||||||||
Intrinsic value of warrant exercises | $ 8,764,967 | ||||||||
Warrant exercises (in shares) | 116,666,668 | ||||||||
Common Stock Warrants | August 2020 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued (in shares) | 116,666,668 | ||||||||
Series B Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercise (in shares) | 312,500 | ||||||||
Intrinsic value of warrant exercises | $ 26,563 | ||||||||
Warrant exercises (in shares) | 312,500 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | Dec. 14, 2021 | Oct. 14, 2021shares | Oct. 31, 2014shares | Aug. 31, 2020shares | Dec. 31, 2021USD ($)contract$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved for future grants (in shares) | 213,540,505 | 197,480,453 | ||||
Exercise of stock options | $ | $ 4,783 | |||||
Total amount of unrecognized compensation cost | $ | $ 1,645,478 | |||||
Recognized weighted average period | 3 years 1 month 13 days | |||||
Unvested restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved for future grants (in shares) | 150,000 | 0 | ||||
Stock options | Dr. Avtar Dhillon | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards with accelerated vesting (in shares) | 1,650,000 | |||||
Post-termination exercise period | 5 years | 30 days | ||||
Additional stock compensation expense | $ | $ 309,487 | |||||
Unvested restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved for future grants (in shares) | 4,000,000 | 0 | ||||
2014 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved for future grants (in shares) | 3,200,000 | |||||
Percentage of share reserve of the number of issued and outstanding shares | 10.00% | 10.00% | ||||
Number of additional shares reserved for future grants (in shares) | 7,876,835 | |||||
2014 Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved for future grants (in shares) | 14,132,929 | 12,790,775 | ||||
Option expiration Period | 10 years | |||||
Option fair value percentage | 100.00% | |||||
Stock option processing percentage | 10.00% | |||||
Stock option price value percentage | 110.00% | |||||
Option price, exercisable period | 5 years | |||||
Weighted-average fair value of stock options granted (in dollars per share) | $ / shares | $ 0.07 | $ 0.04 | ||||
Fair value of stock options vested | $ | $ 316,929 | $ 168,168 | ||||
2014 Plan | Stock options | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested period | 1 year | |||||
2014 Plan | Stock options | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested period | 4 years | |||||
2014 Plan | Unvested restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested period | 3 years | |||||
Vested percentage | 33.00% | |||||
Activity (in shares) | 0 | |||||
Granted (in shares) | 4,000,000 | |||||
Outside 2014 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of service contracts | contract | 2 | |||||
Service contract period | 6 months | |||||
Service contract day threshold for issuance | 30 days | |||||
Outside 2014 Plan | Unvested restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 1,500,000 | |||||
Outside 2014 Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved for future grants (in shares) | 35,405,000 | 22,050,000 | ||||
Outside 2014 Plan | Restricted Stock, Service Contract One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 1,200,000 | |||||
Outside 2014 Plan | Restricted Stock, Service Contract Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 300,000 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Shares Available for Future Grant (Details) - 2014 Plan | 12 Months Ended |
Dec. 31, 2021shares | |
Shares Available For Grant [Roll Forward] | |
Balance at the beginning (in shares) | 12,790,775 |
Share pool increase (in shares) | 18,803,404 |
Cancelled (in shares) | 202,500 |
Forfeited (in shares) | 1,091,250 |
Granted (in shares) | (18,755,000) |
Balance at the ending (in shares) | 14,132,929 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Option (Details) - 2014 Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted (in shares) | 18,755,000 | |
Forfeited (in shares) | (1,091,250) | |
Cancelled (in shares) | (202,500) | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance at the beginning (in shares) | 22,050,000 | |
Granted (in shares) | 14,755,000 | |
Exercised (in shares) | (106,250) | |
Forfeited (in shares) | (1,091,250) | |
Cancelled (in shares) | (202,500) | |
Balance at the ending (in shares) | 35,405,000 | 22,050,000 |
Exercisable (in shares) | 9,122,500 | |
Vested and expected to vest (in shares) | 35,405,000 | |
Weighted Average Exercise Price | ||
Balance at the beginning (in dollars per share) | $ 0.06 | |
Granted (in dollars per share) | 0.08 | |
Exercised (in dollars per share) | 0.05 | |
Forfeited (in dollars per share) | 0.05 | |
Cancelled (in dollars per share) | 0.05 | |
Balance at the ending (in dollars per share) | 0.07 | $ 0.06 |
Exercisable (in dollars per share) | 0.09 | |
Vested and expected to vest (in dollars per share) | $ 0.07 | |
Share-based compensation arrangement by share-based payment award, options, additional disclosures | ||
Weighted Average Remaining Contractual Term (Years) | 9 years 29 days | 9 years 6 months 7 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 8 years 4 months 28 days | |
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | 9 years 29 days | |
Aggregate Intrinsic Value | $ 134,750 | $ 0 |
Aggregate Intrinsic Value, Exercised | 13,281 | |
Aggregate Intrinsic Value, Exercisable | 49,963 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 134,750 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions of Stock Option Granted (Details) - Stock options - 2014 Plan | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.01% | 0.28% |
Expected term (years) | 5 years 3 months 7 days | 5 years 7 months 24 days |
Volatility | 119.10% | 92.51% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.11% | 0.46% |
Expected term (years) | 6 years 1 month 17 days | 6 years 1 month 17 days |
Volatility | 138.00% | 107.87% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Unvested restricted stock units | 2014 Plan | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 4,000,000 |
Released (in shares) | shares | 0 |
Unvested, ending balance (in shares) | shares | 4,000,000 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 0.06 |
Released (in dollars per share) | $ / shares | 0 |
Unvested, ending (in dollars per share) | $ / shares | $ 0.06 |
Restricted Stock Awards | Outside 2014 Plan | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,500,000 |
Released (in shares) | shares | (1,350,000) |
Unvested, ending balance (in shares) | shares | 150,000 |
Weighted Average Grant Date Fair Value | |
Unvested, beginning (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 0.12 |
Released (in dollars per share) | $ / shares | 0.12 |
Unvested, ending (in dollars per share) | $ / shares | $ 0.13 |
Issuance of liability | $ | $ 13 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 869,206 | $ 302,742 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 59,653 | 93,545 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 809,553 | $ 209,197 |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock - Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss and comprehensive loss | $ (8,522,182) | $ (6,560,699) |
Basic EPS | ||
Income Loss available to common stockholders | $ (8,522,182) | $ (6,560,699) |
Income (loss) available to common stockholders (in shares) | 406,599,390 | 230,746,878 |
Income (loss) available to common stockholders (in dollars per share) | $ (0.02) | $ (0.03) |
Effect of Dilutive Securities | ||
Warrants – liability classified | $ (345,473) | |
Warrants – liability classified (in shares) | 674,095 | |
Diluted EPS | ||
Loss available to common stockholders + assumed conversions | $ (8,522,182) | $ (6,906,172) |
Loss available to common stockholders + assumed conversions (in shares) | 406,599,390 | 231,420,973 |
Loss available to common stockholders + assumed conversions (in dollars per share) | $ (0.02) | $ (0.03) |
Loss Per Share of Common Stoc_3
Loss Per Share of Common Stock - Anti-dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive excluded from the calculation of diluted net loss per share (in shares) | 35,405,000 | 22,050,000 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive excluded from the calculation of diluted net loss per share (in shares) | 4,000,000 | 0 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive excluded from the calculation of diluted net loss per share (in shares) | 150,000 | 0 |
Common shares underlying convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive excluded from the calculation of diluted net loss per share (in shares) | 5,393,684 | 5,126,343 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive excluded from the calculation of diluted net loss per share (in shares) | 134,792,225 | 145,039,240 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before the Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (8,446,034) | $ (6,556,280) |
Foreign | (74,048) | (2,819) |
Loss before income taxes | $ (8,520,082) | $ (6,559,099) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 1,783,362 | |
Unrecognized tax positions that would impact the effective tax rate | 0 | |
Accrual for interest or penalties | 0 | $ 0 |
Interest and/or penalties recognized | 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs | 36,355,745 | |
NOLs subject to expiration | 13,129,037 | |
NOLs not subject to expiration | 23,226,708 | |
Research credit carryforwards | 208,183 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs | 36,211,638 | |
NOLs subject to expiration | 36,138,820 | |
NOLs not subject to expiration | 72,818 | |
Research credit carryforwards | 87,316 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs not subject to expiration | $ 71,322 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
State taxes | $ 441 | $ 336 |
Amortization | 109 | 180 |
Research and development credits | 138,581 | 54,324 |
Lease liability | 33,906 | 0 |
Other | 446,623 | 83,056 |
Net operating loss | 8,887,647 | 7,679,216 |
Gross deferred tax assets | 9,507,307 | 7,817,112 |
Valuation allowance | (9,373,577) | (7,590,215) |
Net deferred tax assets | 133,730 | 226,897 |
Deferred tax liabilities | ||
Right-of-use asset | (30,939) | 0 |
Discount - Amended Credit Agreement | (102,791) | (226,897) |
Total deferred tax liabilities | (133,730) | (226,897) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes on Earnings (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit at federal statutory tax rate | $ (1,789,217) | $ (1,377,411) |
State income taxes, net of federal benefit | (475,287) | (415,249) |
Change in fair value of warrants | 4,445 | (72,549) |
Change in valuation allowance | 1,783,362 | 1,383,765 |
Uncertain tax positions | 557,016 | 470,838 |
Non-deductible interest | 36,731 | 33,925 |
Stock compensation | 31,863 | 64,273 |
Research and development credits | (168,514) | (108,649) |
Rate adjustment | 785 | 0 |
Other permanent difference | 20,916 | 22,657 |
Provision for income taxes | $ 2,100 | $ 1,600 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Positions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax positions, beginning of the year | $ 1,134,173 | $ 552,082 |
Gross increase - current period tax positions | 687,598 | 585,812 |
Gross decrease – prior period tax positions | (37,145) | (3,721) |
Unrecognized tax positions, end of year | $ 1,784,626 | $ 1,134,173 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued research and development costs | $ 140,953 | $ 93,888 |
Accrued legal expense | 133,537 | 57,596 |
Accrued board fees | 44,984 | 40,625 |
Total other accrued liabilities | 56,368 | 5,455 |
Total other current liabilities | $ 375,842 | $ 197,564 |
Significant Contracts - Unive_2
Significant Contracts - University of Mississippi (Details) - University of Mississippi $ in Thousands | May 24, 2019USD ($) | Mar. 31, 2020USD ($) | Jul. 31, 2018 | Jan. 31, 2017USD ($) | Dec. 31, 2021milestone |
UM 5050 Pro-Drug And UM 8930 Analog Agreements | |||||
University Of Mississippi Agreements [Line Items] | |||||
Annual maintenance fee payable | $ 75 | ||||
Term of agreement | 1 year | ||||
Royalty obligation, expiration term | 10 years | ||||
Notice period for termination | 60 days | ||||
Number of milestones met | milestone | 0 | ||||
UM 5050 Pro-Drug And UM 8930 Analog Agreements | Milestone 1 | |||||
University Of Mississippi Agreements [Line Items] | |||||
Aggregate milestone payments if milestones achieved | $ 100 | ||||
Term of agreement | 30 days | ||||
UM 5050 Pro-Drug And UM 8930 Analog Agreements | Milestone 2 | |||||
University Of Mississippi Agreements [Line Items] | |||||
Aggregate milestone payments if milestones achieved | $ 200 | ||||
Term of agreement | 30 days | ||||
UM 5050 Pro-Drug And UM 8930 Analog Agreements | Milestone 3 | |||||
University Of Mississippi Agreements [Line Items] | |||||
Aggregate milestone payments if milestones achieved | $ 400 | ||||
Term of agreement | 30 days | ||||
UM 5050 pro-drug agreements | |||||
University Of Mississippi Agreements [Line Items] | |||||
Payment for upfront fees | $ 100 | ||||
UM 8930 analog agreements | |||||
University Of Mississippi Agreements [Line Items] | |||||
Payment for upfront fees | $ 200 | ||||
Annual fees for license agreement | $ 200 | ||||
UM 5070 license agreement | |||||
University Of Mississippi Agreements [Line Items] | |||||
Annual maintenance fee payable | $ 25 | ||||
Annual fees for license agreement | 65 | ||||
Aggregate milestone payments if milestones achieved | $ 700 | ||||
Royalty obligation, expiration term | 10 years | ||||
Notice period for termination | 60 days | ||||
Number of milestones met | milestone | 0 |
Related Party Matters (Details)
Related Party Matters (Details) | Oct. 11, 2021USD ($) | Aug. 10, 2020USD ($)$ / sharesshares | Dec. 19, 2019USD ($) | Apr. 30, 2021agreement | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||
Research and development | $ 2,931,437 | $ 1,944,411 | ||||
Emerald Health Pharmaceuticals | Month To Month Lease Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Sublease rent | 4,000 | |||||
Costs and expenses, related party | 15,453 | |||||
Emerald Health Biotechnology Espana, S.L.U. | Collaborative Research Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Number of collaborative research agreements | agreement | 2 | |||||
Initial term of research agreement | 1 year | |||||
Termination terms, period following uncured breach | 45 days | |||||
Research and development | 220,418 | |||||
Related party prepaid asset | 8,056 | |||||
Emerald Health Biotechnology Espana, S.L.U. | Collaborative Research Agreement | Emerald Health Research, Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Independent Contractor Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued expense under agreement | 0 | 7,032 | ||||
Independent Contractor Agreement | Dr. Avtar Dhillon | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued expense under agreement | 10,000 | |||||
Monthly fee | $ 10,000 | |||||
Fees incurred under agreement | 94,516 | $ 127,387 | ||||
Number of shares issued in transaction (in shares) | shares | 500,000 | |||||
Sale price (in dollars per share) | $ / shares | $ 0.10 | |||||
Extinguishment of debt | $ 50,000 | |||||
Independent Contractor Agreement | Officers, Employees and Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued in transaction (in shares) | shares | 1,566,666 | |||||
Sale price (in dollars per share) | $ / shares | $ 0.10 | |||||
Extinguishment of debt | $ 186,667 | |||||
Exclusive Sponsored Research Agreement | EHBE | ||||||
Related Party Transaction [Line Items] | ||||||
Costs and expenses, related party | 44,624 | |||||
Initial term of research agreement | 1 year | |||||
Related party prepaid asset | $ 5,376 | |||||
Annual retainer amount | $ 200,000 | |||||
Renewal term of research agreement | 1 year | |||||
Notice period for termination | 60 days |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Sep. 01, 2021 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Renewal option term | 2 years | |
Rent abatement term | 2 months | |
Initial monthly rent | $ 8,067 | |
Annual rent increase percentage | 3.00% | |
Lease expense | $ 30,234 |
Commitments and Contingencies_2
Commitments and Contingencies - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining term – operating lease (in years) | 1 year 9 months 29 days |
Weighted-average discount rate – operating lease | 12.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 97,291 |
2023 | 83,093 |
Total future minimum lease payments: | 180,384 |
Less imputed interest | (19,312) |
Total | $ 161,072 |
Commitments and Contingencies_4
Commitments and Contingencies - Current and Noncurrent Portions of Operating Lease (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease liability | $ 82,372 | $ 0 |
Operating lease liability, net of current portion | 78,700 | $ 0 |
Total lease liability | $ 161,072 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 02, 2022 | Feb. 28, 2022 | Jan. 20, 2022 | Mar. 25, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Proceeds from pre-funded warrant exercises | $ 11,800 | $ 0 | ||||
Pre-funded Warrants | ||||||
Subsequent Event [Line Items] | ||||||
Warrants exercise (in shares) | 11,800,000 | 48,533,334 | ||||
Intrinsic value of warrant exercises | $ 460,200 | $ 2,104,667 | ||||
Proceeds from pre-funded warrant exercises | $ 11,800 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issued for services (in shares) | 150,000 | |||||
Subsequent Event | VivaCell | Exclusive Sponsored Research Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Budget committed | $ 190,000 | |||||
Subsequent Event | Brother Of CEO | Consulting Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Annual rate per hour | $ 75 | |||||
Termination notice period | 15 days | |||||
Subsequent Event | Pre-funded Warrants | ||||||
Subsequent Event [Line Items] | ||||||
Warrants exercise (in shares) | 19,666,667 | |||||
Intrinsic value of warrant exercises | $ 1,178,033 | |||||
Proceeds from pre-funded warrant exercises | $ 1,967 |