Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | COHBAR, INC. | |
Trading Symbol | CWBR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 86,056,322 | |
Amendment Flag | false | |
Entity Central Index Key | 0001522602 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38326 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1299952 | |
Entity Address, Address Line One | 1455 Adams Drive | |
Entity Address, Address Line Two | Suite 2050 | |
Entity Address, City or Town | Menlo Park | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | (650) | |
Local Phone Number | 446-7888 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 9,180,407 | $ 2,894,575 |
Investments | 5,834,761 | 18,120,266 |
Prepaid expenses and other current assets | 810,307 | 413,692 |
Total current assets | 15,825,475 | 21,428,533 |
Property and equipment, net | 293,485 | 394,004 |
Intangible assets, net | 19,616 | 18,075 |
Other assets | 69,620 | 67,403 |
Total assets | 16,208,196 | 21,908,015 |
Current liabilities: | ||
Accounts payable | 1,306,928 | 727,599 |
Accrued liabilities | 155,612 | 1,141,741 |
Accrued payroll and other compensation | 512,990 | 853,335 |
Note payable, net of debt discount and offering costs of $13,082 and $15,656 as of September 30, 2021 and December 31, 2020, respectively | 361,918 | 349,344 |
Total current liabilities | 2,337,448 | 3,072,019 |
Notes payable, net of debt discount and offering costs of $0 and $26,159 as of September 30, 2021 and December 31, 2020, respectively | 348,841 | |
Total liabilities | 2,337,448 | 3,420,860 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value, Authorized 180,000,000 shares; Issued and outstanding 65,027,988 shares as of September 30, 2021 and 61,117,524 as of December 31, 2020 | 65,028 | 61,118 |
Additional paid-in capital | 95,747,473 | 87,684,323 |
Accumulated deficit | (81,941,753) | (69,258,286) |
Total stockholders’ equity | 13,870,748 | 18,487,155 |
Total liabilities and stockholders’ equity | $ 16,208,196 | $ 21,908,015 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Net of debt discount and offering costs (in Dollars) | $ 13,082 | $ 15,656 |
Debt discount of note payable and offering costs, current (in Dollars) | $ 0 | $ 26,159 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 180,000,000 | 180,000,000 |
Common stock, issued | 65,027,988 | 61,117,524 |
Common stock, outstanding | 65,027,988 | 61,117,524 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses: | ||||
Research and development | 1,634,063 | 1,245,530 | $ 6,906,510 | $ 4,240,445 |
General and administrative | 1,777,000 | 1,372,026 | 5,720,043 | 4,594,318 |
Total operating expenses | 3,411,063 | 2,617,556 | 12,626,553 | 8,834,763 |
Operating loss | (3,411,063) | (2,617,556) | (12,626,553) | (8,834,763) |
Other income (expense): | ||||
Interest income | 1,226 | 872 | 4,366 | 38,064 |
Interest expense | (7,562) | (78,691) | (32,547) | (234,364) |
Equity modification expense | (489,645) | (2,290,688) | ||
Amortization of debt discount and offering costs | (4,359) | (51,899) | (28,733) | (235,260) |
Total other expense | (10,695) | (619,363) | (56,914) | (2,722,248) |
Net loss | $ (3,421,758) | $ (3,236,919) | $ (12,683,467) | $ (11,557,011) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.05) | $ (0.06) | $ (0.2) | $ (0.25) |
Weighted average common shares outstanding - basic and diluted (in Shares) | 63,890,584 | 50,201,985 | 62,439,560 | 45,569,737 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in-Captial | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 43,069 | $ 61,087,082 | $ (52,993,325) | $ 8,136,826 |
Balance (in Shares) at Dec. 31, 2019 | 43,069,418 | |||
Stock-based compensation | 882,645 | 882,645 | ||
Equity modification expense | 802,400 | 802,400 | ||
Exercise of employee stock options | $ 72 | 42,154 | 42,226 | |
Exercise of employee stock options (in Shares) | 71,981 | |||
Net loss | (4,217,563) | (4,217,563) | ||
Balance at Mar. 31, 2020 | $ 43,141 | 62,814,281 | (57,210,888) | 5,646,534 |
Balance (in Shares) at Mar. 31, 2020 | 43,141,399 | |||
Stock-based compensation | 653,127 | 653,127 | ||
Sale of common stock, net | $ 2,350 | 4,302,765 | 4,305,115 | |
Sale of common stock, net (in Shares) | 2,350,067 | |||
Equity modification expense | 998,643 | 998,643 | ||
Exercise of employee stock options | $ 134 | 190,197 | 190,331 | |
Exercise of employee stock options (in Shares) | 133,860 | |||
Exercise of warrants | $ 20 | 44,980 | 45,000 | |
Exercise of warrants (in Shares) | 20,000 | |||
Net loss | (4,102,529) | (4,102,529) | ||
Balance at Jun. 30, 2020 | $ 45,645 | 69,003,993 | (61,313,417) | 7,736,221 |
Balance (in Shares) at Jun. 30, 2020 | 45,645,326 | |||
Stock-based compensation | 370,685 | 370,685 | ||
Reduction of ATM offering costs | 3,237 | 3,237 | ||
Sale of common stock in CMPO, net | $ 12,300 | 13,643,231 | 13,655,531 | |
Sale of common stock in CMPO, net (in Shares) | 12,300,000 | |||
Equity modification expense | 489,645 | 489,645 | ||
Exercise of employee stock options | $ 18 | 19,810 | 19,828 | |
Exercise of employee stock options (in Shares) | 18,083 | |||
Net loss | (3,236,919) | (3,236,919) | ||
Balance at Sep. 30, 2020 | $ 57,963 | 83,530,601 | (64,550,336) | 19,038,229 |
Balance (in Shares) at Sep. 30, 2020 | 57,963,409 | |||
Balance at Dec. 31, 2020 | $ 61,118 | 87,684,323 | (69,258,286) | 18,487,155 |
Balance (in Shares) at Dec. 31, 2020 | 61,117,524 | |||
Stock-based compensation | 320,444 | 320,444 | ||
Exercise of employee stock options | $ 624 | 958,223 | 958,847 | |
Exercise of employee stock options (in Shares) | 623,901 | |||
Exercise of warrants | $ 46 | 67,490 | 67,536 | |
Exercise of warrants (in Shares) | 46,900 | |||
Net loss | (4,038,344) | (4,038,344) | ||
Balance at Mar. 31, 2021 | $ 61,788 | 89,030,480 | (73,296,630) | 15,795,638 |
Balance (in Shares) at Mar. 31, 2021 | 61,788,325 | |||
Stock-based compensation | 957,558 | 957,558 | ||
Sale of common stock, net | $ 481 | 621,341 | 621,822 | |
Sale of common stock, net (in Shares) | 481,102 | |||
Net loss | (5,223,365) | (5,223,365) | ||
Balance at Jun. 30, 2021 | $ 62,269 | 90,609,379 | (78,519,995) | 12,151,653 |
Balance (in Shares) at Jun. 30, 2021 | 62,269,427 | |||
Stock-based compensation | 681,835 | 681,835 | ||
Issuance of common stock for ESPP plan | $ 18 | 16,796 | 16,814 | |
Issuance of common stock for ESPP plan (in Shares) | 17,662 | |||
Sale of common stock, net | $ 1,177 | 2,261,787 | 2,262,964 | |
Sale of common stock, net (in Shares) | 1,176,774 | |||
Exercise of employee stock options | $ 160 | 157,140 | 157,300 | |
Exercise of employee stock options (in Shares) | 160,000 | |||
Exercise of warrants | $ 1,404 | 2,020,536 | 2,021,940 | |
Exercise of warrants (in Shares) | 1,404,125 | |||
Net loss | (3,421,758) | (3,421,758) | ||
Balance at Sep. 30, 2021 | $ 65,028 | $ 95,747,473 | $ (81,941,753) | $ 13,870,748 |
Balance (in Shares) at Sep. 30, 2021 | 65,027,988 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (12,683,467) | $ (11,557,011) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 107,735 | 121,053 |
Stock-based compensation | 1,959,837 | 1,906,457 |
Equity modification expense | 2,290,688 | |
Amortization of debt discount | 27,513 | 224,095 |
Amortization of debt issuance costs | 1,220 | 11,165 |
Discount on investments | (2,501) | 2,707 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (396,615) | (259,443) |
Accounts payable | 579,329 | 28,208 |
Accrued liabilities | (986,129) | 122,570 |
Accrued payroll and other compensation | (340,345) | (323,840) |
Net cash used in operating activities | (11,733,423) | (7,433,351) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,398) | (28,969) |
Patent costs | (2,359) | |
Payment for security deposit | (2,217) | (3,161) |
Purchases of investments | (22,345,994) | (9,117,669) |
Proceeds from redemptions of investments | 34,634,000 | 249,000 |
Net cash provided by (used in) investing activities | 12,277,032 | (8,900,799) |
Cash flows from financing activities: | ||
Proceeds from ESPP plan | 16,814 | |
Proceeds from public offering, net | 13,655,531 | |
Proceeds from the At-the-Market Offering, net | 2,884,786 | 4,308,352 |
Proceeds from exercise of warrants | 2,089,476 | 45,000 |
Repayment of promissory notes | (365,000) | |
Proceeds from exercise of employee stock options | 1,116,147 | 252,385 |
Net cash provided by financing activities | 5,742,223 | 18,261,268 |
Net increase in cash and cash equivalents | 6,285,832 | 1,927,118 |
Cash and cash equivalents at beginning of period | 2,894,575 | 12,563,853 |
Cash and cash equivalents at end of period | 9,180,407 | 14,490,971 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 1,332 | 1,300 |
Cash paid for interest | $ 89,908 |
Business Organization and Natur
Business Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | Note 1 – Business Organization and Nature of Operations CohBar, Inc. (“CohBar,” “its” or the “Company”) is a clinical stage biotechnology company focused on the research and development of mitochondria based therapeutics (“MBTs”), an emerging class of drugs for the treatment of chronic and age-related diseases including non-alcoholic steatohepatitis (“NASH”), obesity, fibrotic diseases such as idiopathic pulmonary fibrosis (“IPF”), acute respiratory distress syndrome (“ARDS”) including COVID-19 associated ARDS, cancer, type 2 diabetes mellitus, and cardiovascular and neurodegenerative diseases. The Company’s primary activities include the research and development of its MBT pipeline, securing intellectual property protection for its discoveries and assets, managing collaborations and clinical trials with contract research organizations (“CROs”), and raising capital to fund the Company’s operations. To date, the Company has not generated any revenues from operations and does not expect to generate any revenues in the near future. The Company has financed its operations primarily with proceeds from sales of its equity securities, private placements, the exercise of outstanding warrants and stock options and the issuance of debt instruments. The Company is monitoring the COVID-19 pandemic, which continues to rapidly evolve, and has taken steps to mitigate the potential impacts on its business. The extent to which the pandemic may impact the Company’s business, including its research and development activities, will depend on future developments, which are highly uncertain and cannot be predicted with confidence. The Company has modified its business practices by restricting nonessential travel, implementing a partial work from home policy for its employees and instituting new safety protocols for its lab to enable essential on-site work to continue. The Company expects to continue to take actions that are in the best interests of its employees and business partners. Due to the uncertainty surrounding the pandemic, the Company’s visibility into the duration of these actions is limited. The unaudited interim condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K (the “2020 Form 10-K”), filed with the SEC on March 30, 2021. The interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the 2020 Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other period. |
Liquidity and Management_s Plan
Liquidity and Management’s Plans | 9 Months Ended |
Sep. 30, 2021 | |
Liquidity And Managements Plan [Abstract] | |
LIQUIDITY AND MANAGEMENT’S PLANS | Note 2 – Liquidity and Management’s Plans As of September 30, 2021, the Company had working capital and stockholders’ equity of $13,488,027 and $13,870,748, respectively. During the nine months ended September 30, 2021, the Company incurred a net loss of $12,683,467 and utilized cash of $11,733,423 in its operating activities. Based on the cash and investments on hand as of September 30, 2021, proceeds from the recent underwritten public offering (see Note 11 Subsequent Events) and the projected cash burn, the Company believes that it has sufficient capital to meet its operating expenses and obligations for the next twelve months from the date of this filing. However, if unanticipated difficulties or circumstances arise, the Company may be forced to raise additional capital sooner to support its operations as currently planned. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its research and development activities and/or other operations until such time as additional capital becomes available. Such limitation of its activities would allow the Company to slow its rate of spending with the goal of extending its use of cash until additional capital is raised. There can be no assurance that such a plan would be successful. There is no assurance that additional financing will be available when needed or that the Company will be able to obtain such financing on reasonable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 – Summary of Significant Accounting Policies Basis of Presentation All amounts are presented in U.S. Dollars. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of financial instruments, stock-based compensation and the valuation allowance relating to the Company’s deferred tax assets. Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Investments Investments as of September 30, 2021 and December 31, 2020 consist of U.S. Treasury Bills, which are classified as held-to-maturity, totaling $5,834,761 and $18,120,266, respectively. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. As of September 30, 2021 and December 31, 2020, $4,967,751 and $0, respectively, of investments were classified as cash equivalents in the accompanying condensed balance sheets due to their maturity dates being less than 90 days from September 30, 2021 and December 31, 2020, respectively. All of the Company’s U.S. Treasury Bills mature within the subsequent twelve months from the date of purchase. Unrealized gains and losses were de minimus Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) provided that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets, liabilities and equity is required. The Company’s free-standing derivatives consist of warrants to purchase common stock that were issued in connection with its notes payable and a private offering. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that the common stock purchase warrants meet the criteria for equity classification in the accompanying balance sheets as of September 30, 2021 and December 31, 2020. Share-Based Payment The Company accounts for share-based payments using the fair value method. For employees and directors, the fair value of the award is measured, as discussed below, on the grant date. For non-employees, fair value is generally valued based on the fair value of the services provided or the fair value of the equity instruments on the measurement date, whichever is more readily determinable. The Company accounts for performance-based share payments by measuring the fair value of the grant when the performance criteria are deemed satisfied and recognizing the associated expense at that time. The Company has granted stock options at exercise prices equal to the closing price of the Company’s common stock as reported by Nasdaq, with input from management on the date of grant. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. The weighted-average fair value of options and warrants has been estimated on the grant date or measurement date using the Black-Scholes pricing model. The fair value of each instrument is estimated on the grant date or measurement date utilizing certain assumptions for a risk-free interest rate, volatility and expected remaining lives of the awards. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. The weighted-average Black-Scholes assumptions are as follows: For the For the 2021 2020 2021 2020 Expected life 6.25 years 6.25 years 6.25 years 6.25 years Risk free interest rate 0.91 % 0.25 % 1.05 % 0.85 % Expected volatility 91 % 94 % 91 % 97 % Expected dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % As of September 30, 2021, total unrecognized stock option compensation expense was $6,440,145, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following as of September 30, 2021 and 2020: As of 2021 2020 Options 11,164,621 7,469,891 Warrants 14,800,741 17,007,223 Totals 25,965,362 24,477,114 Recent Accounting Pronouncement In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Upon adoption, ASU No. 2019-12 did not have an impact on the Company’s consolidated financial statements and related disclosures. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities [Abstract] | |
ACCRUED LIABILITIES | Note 4 – Accrued Liabilities Accrued liabilities consist of: As of September 30, December 31, Lab services & supplies $ 6,080 $ 917,194 Professional fees 36,617 44,171 Interest 105,370 162,731 Other 7,545 17,645 Total accrued liabilities $ 155,612 $ 1,141,741 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 5 – Commitments and Contingencies Litigation, Claims and Assessments The Company may from time to time be party to litigation and subject to claims incident to the ordinary course of business. As the Company grows and gains prominence in the marketplace, it may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is not currently a party to any legal proceedings. Operating Leases The Company is a party to (i) a lease agreement for laboratory space leased on a month-to month basis that is part of a shared facility in Menlo Park, California and (ii) a one-year lease agreement for office space in Fairfield, New Jersey, which expires in September 2022. Rent expense was $104,429 and $101,104 for the three months ended September 30, 2021 and 2020, respectively. Rent expense was $311,071 and $302,345 for the nine months ended September 30, 2021 and 2020, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 6 – Stockholders’ Equity Authorized Capital The Company has authorized the issuance and sale of up to 185,000,000 shares of stock, consisting of 180,000,000 shares of common stock having a par value of $0.001 and 5,000,000 shares of Preferred Stock having a par value of $0.001 per share. As of September 30, 2021 and 2020, there were no shares of Preferred Stock outstanding and there were no declared but unpaid dividends or undeclared dividend arrearages on any shares of the Company’s capital stock. Registration of Shares During the nine months ended September 30, 2021, the Company filed a registration statement for the shares issued in its private offering (the “Private Offering”) with certain promissory note holders in December 2020. The Company converted outstanding amounts under its 8% Unsecured Promissory Notes (the “2018 Notes”) due in 2021 and 2022 in the Private Offering totaling an aggregate of $3,847,018 in principal and interest and issued 3,154,115 units at a price of $1.22 per unit. Each unit consists of one share of the Company’s common stock and one warrant to purchase 0.75 of one share of the Company’s common stock at an exercise price of $1.44 per share. Each warrant can be exercised at any time on or after June 18, 2021 and has an expiration date of June 18, 2026. Two officers of the Company participated in the Private Offering and converted an aggregate of approximately $131,000 in principal and interest into 107,000 units. Stock Options The Company has an incentive stock plan, the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”), and has granted stock options to employees, non-employee directors and consultants from the 2011 Plan. Options granted under the 2011 Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant. On June 16, 2020, the Company’s stockholders approved an amendment to the 2011 Plan to increase the number of shares authorized for issuance under the 2011 Plan to a total of 14,000,000 shares. As of September 30, 2021, there were 2,900,478 shares remaining available for issuance under the 2011 Plan. In connection with the appointment of Joseph Sarret as the Company’s Chief Executive Officer, the Company entered into an Inducement Stock Option Agreement with Dr. Sarret on May 3, 2021. Pursuant to such agreement, the Company granted Dr. Sarret (1) a time-based inducement nonqualified stock option to purchase 2,250,000 shares of common stock and (2) a performance-based inducement nonqualified stock option to purchase 1,300,000 shares of common stock (the “Inducement Awards”). The options have an exercise price of $1.35, and the time-based grant will vest as to 25% of the shares on the one-year anniversary of the grant date, May 3, 2021, with the remaining shares subject to the option vesting in 36 equal monthly installments. The time-based Inducement Award has an aggregate grant date fair value of $2,227,000. During the nine months ended September 30, 2021, the Company granted stock options to employees to purchase 5,522,000 shares of the Company’s common stock, including the time-based Inducement Award, with grant date prices that ranged between $1.10 to $1.38 per share. The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over periods ranging from three to four years. The stock options have an aggregate grant date fair value of $5,609,846. During the nine months ended September 30, 2021, stock options to purchase 783,901 shares of common stock were exercised for cash proceeds of $1,116,147. During the nine months ended September 30, 2021, stock options to purchase 1,043,369 shares of common stock were cancelled and returned to the option pool for future issuance. The Company recorded stock-based compensation as follows: For the For the 2021 2020 2021 2020 Research and development $ 23,362 $ 105,585 $ 200,092 $ 553,768 General and administrative 658,473 265,100 1,759,745 1,352,689 Total $ 681,835 $ 370,685 $ 1,959,837 $ 1,906,457 The following table represents stock option activity for the nine months ended September 30, 2021: Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2020 7,469,891 5,390,431 $ 2.06 $ 1.68 $ 1.68 6.27 $ - Granted 5,522,000 - - - - - - Exercised (783,901 ) - - - - - - Cancelled (1,043,369 ) - - - - - - Balance – September 30, 2021 11,164,621 6,064,328 $ 1.73 $ 1.71 $ 1.71 6.26 $ 835,848 The following table summarizes information on stock options outstanding and exercisable as of September 30, 2021: Grant Price Weighted Average Exercise Total Number Weighted Average Remaining From To Price Outstanding Exercisable Contractual Term $ 0.26 $ 2.02 $ 1.15 7,670,746 2,608,226 7.67 years $ 2.10 $ 4.60 $ 2.47 2,900,875 2,884,582 7.92 years $ 5.30 $ 8.86 $ 6.25 593,000 571,521 6.59 years Totals 11,164,621 6,064,329 Warrants During the nine months ended September 30, 2021, the Company granted warrants to two service providers to purchase a total of 60,000 shares of its common stock with an exercise price of $1.38 per share. Fifty thousand of these warrants were valued using the Black-Scholes option pricing model and the corresponding expense will be recognized over the vesting period of one year. Ten thousand of these warrants are performance based and will be valued and expensed at the time the performance conditions are met. The warrants have terms that range from two to three years with vesting over a one-year period. During the nine months ended September 30, 2021, warrants to purchase 1,451,025 shares of common stock were exercised for cash proceeds of $2,089,476. During the nine months ended September 30, 2021, warrants to purchase 3,181,052 shares of common stock expired and were cancelled. The following table summarizes information on warrants outstanding as of September 30, 2021. Weighted Average Aggregate Warrants Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2020 19,372,818 15,495,973 $ 1.62 $ 1.61 $ 0.81 4.07 $ - Granted 60,000 - - - - - - Exercised (1,451,025 ) - - - - - - Cancelled (3,181,052 ) - - - - - - Balance – September 30, 2021 14,800,741 14,774,074 $ 1.50 $ 1.50 $ 0.80 3.98 $ 557,953 Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan (“ESPP”) in which it purchases shares with the amounts accumulated during the offering period from employee directed payroll deferrals. Purchases of the Company’s common stock are equal to 85% of the closing market price of its common stock on the first day or last day of the offering period, whichever is lower. During the nine months ended September 30, 2021, 17,662 shares were issued under the ESPP for $16,814 of employee compensation deferrals. As of September 30, 2021, 482,338 shares are available for future issuance under the ESPP. |
At-the-Market Offering
At-the-Market Offering | 9 Months Ended |
Sep. 30, 2021 | |
Atthemarket Offering [Abstract] | |
AT-THE-MARKET OFFERING | Note 7 – At-the-Market Offering In May 2020, the Company entered into an At-the-Market Offering Sales Agreement (the “ATM”) with Virtu Americas, LLC as sales agent. During the nine months ended September 30, 2021, the Company sold 1,657,876 shares of its common stock under the ATM program for proceeds of $2,906,080, net of commissions. The Company incurred professional fees of $21,294 related to the ATM and recognized those costs as a reduction to additional paid-in capital in the accompanying condensed balance sheets. During the nine months ended September 30, 2020, the Company sold 2,350,067 shares of its common stock under the ATM program for proceeds of $4,305,115, net of commissions and professional fees of $217,693. |
Non-Cash Expenses
Non-Cash Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
NON-CASH EXPENSES | Note 8 – Non-Cash Expenses The following table details the Company’s non-cash expenses included in the accompanying condensed statements of operations: For the For the 2021 2020 2021 2020 Operating expenses Stock-based compensation $ 681,835 $ 370,685 $ 1,959,837 $ 1,906,457 Depreciation & amortization 34,594 36,753 107,735 121,053 Subtotal $ 716,429 $ 407,438 $ 2,067,572 $ 2,027,510 Other expense Amortization of debt discount 4,174 49,693 27,512 224,095 Equity modification expense - 489,645 - 2,290,688 Subtotal $ 4,174 $ 539,338 $ 27,512 $ 2,514,783 Total non-cash expenses $ 720,603 $ 946,776 $ 2,095,084 $ 4,542,293 |
Amendments to Notes and Warrant
Amendments to Notes and Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Amendments To Notes And Warrants [Abstract] | |
AMENDMENTS TO NOTES AND WARRANTS | Note 9 – Amendments to Notes and Warrants Warrants During the nine months ended September 30, 2020, the Company entered into amendments (the “Amendments”) with certain holders of the Company’s 8% Unsecured Promissory Notes (the “2018 Notes”) and Nontransferable Common Stock Purchase Warrants (the “2018 Warrants”). Pursuant to the Amendments, the maturity date of the applicable 2018 Notes was extended from March 29, 2021 to June 30, 2021 and the expiration date of the applicable 2018 Warrants was extended from March 29, 2021 to March 29, 2022. The terms of the applicable 2018 Notes were also amended to grant the holders of such 2018 Notes a right to participate in the Private Offering and to grant resale registration rights in connection therewith. The Company recognized $209,810 of non-cash costs in Other Expenses in the accompanying condensed statements of operations relating to the 2018 Warrants extension. The Company subsequently entered into a second amendment with certain holders of the 2018 Notes whereby the maturity date of the applicable 2018 Notes was extended from June 30, 2021 to June 30, 2022 and the expiration date of the applicable 2018 Warrants was extended from March 29, 2022 to March 29, 2026. The exercise price of the 2018 Warrants was adjusted from $5.30 per share to $2.00 per share. The terms of the applicable 2018 Notes were also amended to require that the holders of such 2018 Notes participate in the Private Offering. The Company also granted an additional warrant to purchase a half share of its common stock, or 1,511,250 shares of common stock in total, per dollar of each participating 2018 Note holder’s principal amount of the 2018 Notes with an exercise price of $2.00 per share and an expiration date of March 29, 2026 (the “New Warrants”). The New Warrants became exercisable beginning on the six-month anniversary of the date of issuance, or February 10, 2021, and the Company granted to the participating 2018 Note holders certain registration rights with respect to its securities issued in the Private Offering and the shares of common stock underlying the New Warrants. The Company recognized $489,645 of non-cash costs in Other Expenses in the accompanying condensed statements of operations related to this second amendment. On March 10, 2020, the Company entered into amendments with certain holders of the Company’s Common Stock Purchase Warrants (the “2017 Warrants”) pursuant to which the expiration date of the applicable 2017 Warrants was extended from June 30, 2020 to September 30, 2021. The Company recognized $1,591,233 of non-cash costs in Other Expenses in the accompanying condensed statements of operations relating to the 2017 Warrants extension. The Company determined the proper classification of the loan modification based on ASC 470-50, Debt Modifications and Extinguishments. Because the change in present value of cash flows of the modified debt is less than 10% when compared to the present value of the cash flows of the original debt, no change is required to be made to the debt in the accompanying condensed financial statements. |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | Note 10 – Promissory Notes During the nine months ended September 30, 2021, the Company paid $454,908 in principal and interest for four promissory notes that matured. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 11 – Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the condensed financial statements were issued require adjustment or disclosure in the Company’s condensed financial statements. On November 1, 2021, the Company completed an underwritten public offering of its securities (the “Public Offering”) pursuant to which it sold 20,833,334 shares of its common stock and warrants to purchase up to 20,833,334 shares of common stock for proceeds of $13,800,000, net of commissions and professional fees of approximately $1,200,000. The warrants issued in the Public Offering were immediately exercisable and have a term of five years and a per share exercise price of $0.72. Subsequent to September 30, 2021, a total of 195,000 stock options were exercised for cash proceeds of $50,700. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation All amounts are presented in U.S. Dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of financial instruments, stock-based compensation and the valuation allowance relating to the Company’s deferred tax assets. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. |
Investments | Investments Investments as of September 30, 2021 and December 31, 2020 consist of U.S. Treasury Bills, which are classified as held-to-maturity, totaling $5,834,761 and $18,120,266, respectively. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. As of September 30, 2021 and December 31, 2020, $4,967,751 and $0, respectively, of investments were classified as cash equivalents in the accompanying condensed balance sheets due to their maturity dates being less than 90 days from September 30, 2021 and December 31, 2020, respectively. All of the Company’s U.S. Treasury Bills mature within the subsequent twelve months from the date of purchase. Unrealized gains and losses were de minimus |
Common Stock Purchase Warrants | Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) provided that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets, liabilities and equity is required. The Company’s free-standing derivatives consist of warrants to purchase common stock that were issued in connection with its notes payable and a private offering. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that the common stock purchase warrants meet the criteria for equity classification in the accompanying balance sheets as of September 30, 2021 and December 31, 2020. |
Share-Based Payment | Share-Based Payment The Company accounts for share-based payments using the fair value method. For employees and directors, the fair value of the award is measured, as discussed below, on the grant date. For non-employees, fair value is generally valued based on the fair value of the services provided or the fair value of the equity instruments on the measurement date, whichever is more readily determinable. The Company accounts for performance-based share payments by measuring the fair value of the grant when the performance criteria are deemed satisfied and recognizing the associated expense at that time. The Company has granted stock options at exercise prices equal to the closing price of the Company’s common stock as reported by Nasdaq, with input from management on the date of grant. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. The weighted-average fair value of options and warrants has been estimated on the grant date or measurement date using the Black-Scholes pricing model. The fair value of each instrument is estimated on the grant date or measurement date utilizing certain assumptions for a risk-free interest rate, volatility and expected remaining lives of the awards. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. The weighted-average Black-Scholes assumptions are as follows: For the For the 2021 2020 2021 2020 Expected life 6.25 years 6.25 years 6.25 years 6.25 years Risk free interest rate 0.91 % 0.25 % 1.05 % 0.85 % Expected volatility 91 % 94 % 91 % 97 % Expected dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % As of September 30, 2021, total unrecognized stock option compensation expense was $6,440,145, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following as of September 30, 2021 and 2020: As of 2021 2020 Options 11,164,621 7,469,891 Warrants 14,800,741 17,007,223 Totals 25,965,362 24,477,114 |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Upon adoption, ASU No. 2019-12 did not have an impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of weighted-average Black-Scholes assumptions | For the For the 2021 2020 2021 2020 Expected life 6.25 years 6.25 years 6.25 years 6.25 years Risk free interest rate 0.91 % 0.25 % 1.05 % 0.85 % Expected volatility 91 % 94 % 91 % 97 % Expected dividend yield 0 % 0 % 0 % 0 % Forfeiture rate 0 % 0 % 0 % 0 % |
Schedule of anti-dilutive securities excluded from computation of diluted net loss per share | As of 2021 2020 Options 11,164,621 7,469,891 Warrants 14,800,741 17,007,223 Totals 25,965,362 24,477,114 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | As of September 30, December 31, Lab services & supplies $ 6,080 $ 917,194 Professional fees 36,617 44,171 Interest 105,370 162,731 Other 7,545 17,645 Total accrued liabilities $ 155,612 $ 1,141,741 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock-based compensation | For the For the 2021 2020 2021 2020 Research and development $ 23,362 $ 105,585 $ 200,092 $ 553,768 General and administrative 658,473 265,100 1,759,745 1,352,689 Total $ 681,835 $ 370,685 $ 1,959,837 $ 1,906,457 |
Schedule of stock option activity | Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2020 7,469,891 5,390,431 $ 2.06 $ 1.68 $ 1.68 6.27 $ - Granted 5,522,000 - - - - - - Exercised (783,901 ) - - - - - - Cancelled (1,043,369 ) - - - - - - Balance – September 30, 2021 11,164,621 6,064,328 $ 1.73 $ 1.71 $ 1.71 6.26 $ 835,848 |
Schedule of stock options outstanding and exercisable | Grant Price Weighted Average Exercise Total Number Weighted Average Remaining From To Price Outstanding Exercisable Contractual Term $ 0.26 $ 2.02 $ 1.15 7,670,746 2,608,226 7.67 years $ 2.10 $ 4.60 $ 2.47 2,900,875 2,884,582 7.92 years $ 5.30 $ 8.86 $ 6.25 593,000 571,521 6.59 years Totals 11,164,621 6,064,329 |
Schedule of warrants activity | Weighted Average Aggregate Warrants Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – December 31, 2020 19,372,818 15,495,973 $ 1.62 $ 1.61 $ 0.81 4.07 $ - Granted 60,000 - - - - - - Exercised (1,451,025 ) - - - - - - Cancelled (3,181,052 ) - - - - - - Balance – September 30, 2021 14,800,741 14,774,074 $ 1.50 $ 1.50 $ 0.80 3.98 $ 557,953 |
Non-Cash Expenses (Tables)
Non-Cash Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of non-cash expenses included in condensed statements of operations | For the For the 2021 2020 2021 2020 Operating expenses Stock-based compensation $ 681,835 $ 370,685 $ 1,959,837 $ 1,906,457 Depreciation & amortization 34,594 36,753 107,735 121,053 Subtotal $ 716,429 $ 407,438 $ 2,067,572 $ 2,027,510 Other expense Amortization of debt discount 4,174 49,693 27,512 224,095 Equity modification expense - 489,645 - 2,290,688 Subtotal $ 4,174 $ 539,338 $ 27,512 $ 2,514,783 Total non-cash expenses $ 720,603 $ 946,776 $ 2,095,084 $ 4,542,293 |
Liquidity and Management_s Pl_2
Liquidity and Management’s Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Liquidity And Managements Plan [Abstract] | ||||
Working capital | $ 13,488,027 | $ 13,488,027 | ||
Stockholder's Equity | 13,870,748 | 13,870,748 | ||
Net loss | $ (3,421,758) | $ (3,236,919) | (12,683,467) | $ (11,557,011) |
Operating activities | $ 11,733,423 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
U.S. Treasury Bills | $ 5,834,761 | $ 18,120,266 |
Investments | $ 4,967,751 | |
Maturity dates | 90 days | |
Unrecognized stock option compensation expense | $ 6,440,145 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of weighted-average Black-Scholes assumptions - Equity Option [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of weighted-average Black-Scholes assumptions [Line Items] | ||||
Expected life | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Risk free interest rate | 0.91% | 0.25% | 1.05% | 0.85% |
Expected volatility | 91.00% | 94.00% | 91.00% | 97.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive securities excluded from computation of diluted net loss per share - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 25,965,362 | 24,477,114 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 14,800,741 | 17,007,223 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 11,164,621 | 7,469,891 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | ||
Lab services & supplies | $ 6,080 | $ 917,194 |
Professional fees | 36,617 | 44,171 |
Interest | 105,370 | 162,731 |
Other | 7,545 | 17,645 |
Total accrued liabilities | $ 155,612 | $ 1,141,741 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 104,429 | $ 101,104 | $ 311,071 | $ 302,345 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 03, 2021 | Jun. 16, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||
Authorized to issue and sale of stock | 185,000,000 | ||||
Common stock, shares authorized | 180,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Registration of shares, description | the Company filed a registration statement for the shares issued in its private offering (the “Private Offering”) with certain promissory note holders in December 2020. The Company converted outstanding amounts under its 8% Unsecured Promissory Notes (the “2018 Notes”) due in 2021 and 2022 in the Private Offering totaling an aggregate of $3,847,018 in principal and interest and issued 3,154,115 units at a price of $1.22 per unit. Each unit consists of one share of the Company’s common stock and one warrant to purchase 0.75 of one share of the Company’s common stock at an exercise price of $1.44 per share. Each warrant can be exercised at any time on or after June 18, 2021 and has an expiration date of June 18, 2026. Two officers of the Company participated in the Private Offering and converted an aggregate of approximately $131,000 in principal and interest into 107,000 units. | ||||
Shares of common stock purchase | 1,300,000 | ||||
Term, description | The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over periods ranging from three to four years. | ||||
Cash proceeds of exercised, stock options (in Dollars) | $ 1,116,147 | $ 252,385 | |||
Proceeds from warrant exercises (in Dollars) | $ 2,089,476 | $ 45,000 | |||
Closing market price percentage | 85.00% | ||||
Issued shares of under ESPP | 17,662 | ||||
Employee compensation deferrals (in Dollars) | $ 16,814 | ||||
Future issuance of shares under ESPP | 482,338 | ||||
Chief Executive Officer [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Nonqualifed stock option of purchase | 2,250,000 | ||||
Common stock, per share (in Dollars per share) | $ 1.35 | ||||
Based grant vest | 25.00% | ||||
Stock option aggregate grant fair value (in Dollars) | $ 2,227,000 | ||||
Stock Option [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Options to purchase common stock | 783,901 | ||||
Cash proceeds of exercised, stock options (in Dollars) | $ 1,116,147 | ||||
Options to purchase common stock expired | 1,043,369 | ||||
Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants to purchase of granted | 60,000 | ||||
Exercise price (in Dollars per share) | $ 1.38 | ||||
Vesting period, description | Fifty thousand of these warrants were valued using the Black-Scholes option pricing model and the corresponding expense will be recognized over the vesting period of one year. Ten thousand of these warrants are performance based and will be valued and expensed at the time the performance conditions are met. The warrants have terms that range from two to three years with vesting over a one-year period. | ||||
Warrants to purchase of common stock exercised | 1,451,025 | ||||
Proceeds from warrant exercises (in Dollars) | $ 2,089,476 | ||||
Warrants to purchase of common stock expired | 3,181,052 | ||||
2011 Plan [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Total number of shares authorized for issuance | 14,000,000 | ||||
Remaining options to be issued | 2,900,478 | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Stock option aggregate grant fair value (in Dollars) | $ 5,609,846 | ||||
Stock options granted to employees | 5,522,000 | ||||
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, per share (in Dollars per share) | $ 1.1 | ||||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, per share (in Dollars per share) | $ 1.38 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of stock-based compensation - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stockholders' Equity (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | $ 681,835 | $ 370,685 | $ 1,959,837 | $ 1,906,457 |
Research and development [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | 23,362 | 105,585 | 200,092 | 553,768 |
General and administrative [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | $ 658,473 | $ 265,100 | $ 1,759,745 | $ 1,352,689 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of stock option activity | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Stock Options, Outstanding, Beginning Balance (in Shares) | shares | 7,469,891 |
Stock Options, Exercisable, Beginning Balance (in Shares) | shares | 5,390,431 |
Weighted Average, Exercise Price, Outstanding, Beginning Balance | $ 2.06 |
Weighted Average, Exercise Price, Exercisable, Beginning Balance | 1.68 |
Weighted Average, Fair Value Vested, Beginning Balance | $ 1.68 |
Weighted Average, Contractual Life (Years), Beginning Balance | 6 years 3 months 7 days |
Aggregate Intrinsic Value, Beginning Balance (in Dollars) | $ | |
Stock Options, Outstanding, Granted (in Shares) | shares | 5,522,000 |
Stock Options, Exercisable, Granted (in Shares) | shares | |
Weighted Average, Exercise Price, Outstanding, Granted | |
Weighted Average, Exercise Price, Exercisable, Granted | |
Weighted Average, Fair Value Vested, Granted | |
Aggregate Intrinsic Value, Granted (in Dollars) | $ | |
Stock Options, Outstanding, Exercised (in Shares) | shares | (783,901) |
Stock Options, Exercisable, Exercised (in Shares) | shares | |
Weighted Average, Exercise Price, Outstanding, Exercised | |
Weighted Average, Exercise Price, Exercisable, Exercised | |
Weighted Average, Fair Value Vested, Exercised | |
Aggregate Intrinsic Value, Exercised (in Dollars) | $ | |
Stock Options, Outstanding, Cancelled (in Shares) | shares | (1,043,369) |
Stock Options, Exercisable, Cancelled (in Shares) | shares | |
Weighted Average, Exercise Price, Outstanding, Cancelled | |
Weighted Average, Exercise Price, Exercisable, Cancelled | |
Weighted Average, Fair Value Vested, Cancelled | |
Aggregate Intrinsic Value, Cancelled (in Dollars) | $ | |
Stock Options, Outstanding, Ending Balance (in Shares) | shares | 11,164,621 |
Stock Options, Exercisable, Ending Balance (in Shares) | shares | 6,064,328 |
Weighted Average, Exercise Price, Outstanding, Ending Balance | $ 1.73 |
Weighted Average, Exercise Price, Exercisable, Ending Balance | 1.71 |
Weighted Average, Fair Value Vested, Ending Balance | $ 1.71 |
Weighted Average, Contractual Life (Years), Ending Balance | 6 years 3 months 3 days |
Aggregate Intrinsic Value, Ending Balance (in Dollars) | $ | $ 835,848 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Weighted Average Exercise Price | |
Stock Options, Total Outstanding (in Shares) (in Shares) | shares | 11,164,621 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 6,064,329 |
Grant Price From 0.26 to 2.02 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | $ 0.26 |
Stock Options, Weighted Average Exercise Price | $ 1.15 |
Stock Options, Total Outstanding (in Shares) (in Shares) | shares | 7,670,746 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 2,608,226 |
Stock Options, Weighted Average Remaining Contractual Term | 7 years 8 months 1 day |
Stock Options, Grant Price, Maximum | $ 2.02 |
Grant Price From 2.10 to 4.60 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | 2.1 |
Stock Options, Weighted Average Exercise Price | $ 2.47 |
Stock Options, Total Outstanding (in Shares) (in Shares) | shares | 2,900,875 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 2,884,582 |
Stock Options, Weighted Average Remaining Contractual Term | 7 years 11 months 1 day |
Stock Options, Grant Price, Maximum | $ 4.6 |
Grant Price From 5.30 to 8.86 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options, Grant Price, Minimum | 5.3 |
Stock Options, Weighted Average Exercise Price | $ 6.25 |
Stock Options, Total Outstanding (in Shares) (in Shares) | shares | 593,000 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 571,521 |
Stock Options, Weighted Average Remaining Contractual Term | 6 years 7 months 2 days |
Stock Options, Grant Price, Maximum | $ 8.86 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of warrants activity - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants, Outstanding, Beginning Balance (in Shares) | shares | 19,372,818 |
Warrants, Exercisable, Beginning Balance (in Shares) | shares | 15,495,973 |
Weighted Average, Exercise Price, Outstanding, Beginning Balance | $ 1.62 |
Weighted Average, Exercise Price, Exercisable, Beginning Balance | 1.61 |
Weighted Average, Fair Value Vested, Beginning Balance | $ 0.81 |
Weighted Average, Contractual Life (Years), Beginning Balance | 4 years 25 days |
Aggregate Intrinsic Value, Beginning Balance (in Dollars) | $ | |
Warrants, Outstanding, Granted (in Shares) | shares | 60,000 |
Warrants, Exercisable, Granted (in Shares) | shares | |
Weighted Average, Exercise Price, Outstanding, Granted | |
Weighted Average, Exercise Price, Exercisable, Granted | |
Weighted Average, Fair Value Vested, Granted | |
Aggregate Intrinsic Value, Granted (in Dollars) | $ | |
Warrants, Outstanding, Exercised (in Shares) | shares | (1,451,025) |
Warrants, Exercisable, Exercised (in Shares) | shares | |
Weighted Average, Exercise Price, Outstanding, Exercised | |
Weighted Average, Exercise Price, Exercisable, Exercised | |
Weighted Average, Fair Value Vested, Exercised | |
Aggregate Intrinsic Value, Exercised (in Dollars) | $ | |
Warrants, Outstanding, Cancelled (in Shares) | shares | (3,181,052) |
Warrants, Exercisable, Cancelled (in Shares) | shares | |
Weighted Average, Exercise Price, Outstanding, Cancelled | |
Weighted Average, Exercise Price, Exercisable, Cancelled | |
Weighted Average, Fair Value Vested, Cancelled | |
Aggregate Intrinsic Value, Cancelled (in Dollars) | $ | |
Warrants, Outstanding, Ending Balance (in Shares) | shares | 14,800,741 |
Warrants, Exercisable, Ending Balance (in Shares) | shares | 14,774,074 |
Weighted Average, Exercise Price, Outstanding, Ending Balance | $ 1.5 |
Weighted Average, Exercise Price, Exercisable, Ending Balance | 1.5 |
Weighted Average, Fair Value Vested, Ending Balance | $ 0.8 |
Weighted Average, Contractual Life (Years), Ending Balance | 3 years 11 months 23 days |
Aggregate Intrinsic Value, Ending Balance (in Dollars) | $ | $ 557,953 |
At-the-Market Offering (Details
At-the-Market Offering (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Atthemarket Offering [Abstract] | ||
Sold shares of its common stock (in Shares) | 1,657,876 | 2,350,067 |
Commission | $ 2,906,080 | $ 4,305,115 |
Professional fees | $ 21,294 | $ 217,693 |
Non-Cash Expenses (Details) - S
Non-Cash Expenses (Details) - Schedule of non-cash expenses included in condensed statements of operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Stock-based compensation | $ 681,835 | $ 370,685 | $ 1,959,837 | $ 1,906,457 |
Depreciation & amortization | 34,594 | 36,753 | 107,735 | 121,053 |
Subtotal | 716,429 | 407,438 | 2,067,572 | 2,027,510 |
Other expense: | ||||
Amortization of debt discount | 4,174 | 49,693 | 27,512 | 224,095 |
Equity modification expense | 489,645 | 2,290,688 | ||
Subtotal | 4,174 | 539,338 | 27,512 | 2,514,783 |
Total non-cash expenses | $ 720,603 | $ 946,776 | $ 2,095,084 | $ 4,542,293 |
Amendments to Notes and Warra_2
Amendments to Notes and Warrants (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Amendments to Notes and Warrants (Details) [Line Items] | |
Unsecured Promissory Notes | 8.00% |
Other expenses | $ | $ 489,645 |
Present value of cash flows of the modified debt, description | Because the change in present value of cash flows of the modified debt is less than 10% when compared to the present value of the cash flows of the original debt, no change is required to be made to the debt in the accompanying condensed financial statements |
2018 Warrants [Member] | |
Amendments to Notes and Warrants (Details) [Line Items] | |
Other expenses | $ | $ 209,810 |
Purchase of additional warrants | shares | 1,511,250 |
Exercise price per share | $ / shares | $ 2 |
2018 Warrants [Member] | Maximum [Member] | |
Amendments to Notes and Warrants (Details) [Line Items] | |
Exercise price warrants | $ / shares | 5.3 |
2018 Warrants [Member] | Minimum [Member] | |
Amendments to Notes and Warrants (Details) [Line Items] | |
Exercise price warrants | $ / shares | $ 2 |
2017 Warrants [Member] | |
Amendments to Notes and Warrants (Details) [Line Items] | |
Other expenses | $ | $ 1,591,233 |
Promissory Notes (Details)
Promissory Notes (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Principal and interest | $ 454,908 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 01, 2021 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
Underwriting cost | 20,833,334 | |
Warrant additional | 20,833,334 | |
Net commission | $ 13,800,000 | |
Professional fee | $ 1,200,000 | |
Term of warrant | 5 years | |
Exercise price | $ 0.72 | |
Stock options exercised | 195,000 | |
Cash proceeds | $ 50,700 |