Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | CohBar, Inc. | ||
Trading Symbol | CWBR | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 86,981,684 | ||
Entity Public Float | $ 69,343,744 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001522602 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual 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 $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,992,145 | $ 2,894,575 |
Investments | 21,253,866 | 18,120,266 |
Vendor receivable | 173,499 | |
Prepaid expenses and other current assets | 527,380 | 413,692 |
Total current assets | 26,946,890 | 21,428,533 |
Property and equipment, net | 260,612 | 394,004 |
Intangible assets, net | 19,309 | 18,075 |
Other assets | 69,620 | 67,403 |
Total assets | 27,296,431 | 21,908,015 |
Current liabilities: | ||
Accounts payable | 371,993 | 727,599 |
Accrued liabilities | 196,020 | 1,141,741 |
Accrued payroll and other compensation | 754,314 | 853,335 |
Note payable, net of debt discount and offering costs of $8,723 and $15,656 as of December 31, 2021 and 2020, respectively | 366,277 | 349,344 |
Total current liabilities | 1,688,604 | 3,072,019 |
Notes payable, net of debt discount and offering costs of $0 and $26,159 as of December 31, 2021 and 2020, respectively | 348,841 | |
Total liabilities | 1,688,604 | 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 December 31, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value, Authorized 180,000,000 shares; Issued and outstanding 86,339,567 shares as of December 31, 2021 and 61,117,524 as of December 31, 2020 | 86,340 | 61,118 |
Additional paid-in capital | 110,255,549 | 87,684,323 |
Accumulated deficit | (84,734,062) | (69,258,286) |
Total stockholders’ equity | 25,607,827 | 18,487,155 |
Total liabilities and stockholders’ equity | $ 27,296,431 | $ 21,908,015 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Net of debt discount and offering costs (in Dollars) | $ 8,723 | $ 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 | 86,339,567 | 61,117,524 |
Common stock, outstanding | 86,339,567 | 61,117,524 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
Research and development | 7,705,090 | 6,937,610 |
General and administrative | 7,703,065 | 6,261,905 |
Total operating expenses | 15,408,155 | 13,199,515 |
Operating loss | (15,408,155) | (13,199,515) |
Other income (expense): | ||
Interest income | 5,578 | 41,149 |
Interest expense | (40,108) | (311,410) |
Equity modification expense | (2,290,688) | |
Amortization of debt discount and offering costs | (33,091) | (504,497) |
Total other expense | (67,621) | (3,065,446) |
Net loss | $ (15,475,776) | $ (16,264,961) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.23) | $ (0.33) |
Weighted average common shares outstanding - basic and diluted (in Shares) | 66,629,458 | 48,814,353 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - 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 | 2,216,316 | 2,216,316 | ||
Equity modification expense | 2,290,688 | 2,290,688 | ||
Exercise of employee stock options | $ 224 | 252,161 | 252,385 | |
Exercise of employee stock options (in Shares) | 223,924 | |||
Exercise of warrants | $ 20 | 44,980 | 45,000 | |
Exercise of warrants (in Shares) | 20,000 | |||
Sale of common stock in ATM, net | $ 2,350 | 4,306,002 | 4,308,352 | |
Sale of common stock in ATM, net (in Shares) | 2,350,067 | |||
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 | |||
Issuance of equity to convert debt | $ 3,155 | 3,843,863 | 3,847,018 | |
Issuance of equity to convert debt (in Shares) | 3,154,115 | |||
Net loss | (16,264,961) | (16,264,961) | ||
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 | 2,543,712 | 2,543,712 | ||
Issuance of common stock for ESPP plan | $ 18 | 16,796 | 16,814 | |
Issuance of common stock for ESPP plan (in Shares) | 17,662 | |||
Exercise of employee stock options | $ 1,262 | 1,239,228 | 1,240,490 | |
Exercise of employee stock options (in Shares) | 1,262,146 | |||
Exercise of warrants | $ 1,450 | 2,088,026 | 2,089,476 | |
Exercise of warrants (in Shares) | 1,451,025 | |||
Sale of common stock in ATM, net | $ 1,658 | 2,883,128 | 2,884,786 | |
Sale of common stock in ATM, net (in Shares) | 1,657,876 | |||
Sale of common stock in CMPO, net | $ 20,834 | 13,800,336 | 13,821,170 | |
Sale of common stock in CMPO, net (in Shares) | 20,833,334 | |||
Net loss | (15,475,776) | (15,475,776) | ||
Balance at Dec. 31, 2021 | $ 86,340 | $ 110,255,549 | $ (84,734,062) | $ 25,607,827 |
Balance (in Shares) at Dec. 31, 2021 | 86,339,567 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (15,475,776) | $ (16,264,961) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 140,914 | 156,664 |
Stock-based compensation | 2,543,712 | 2,216,316 |
Equity modification expense | 2,290,688 | |
Amortization of debt discount | 31,687 | 463,781 |
Amortization of debt issuance costs | 1,405 | 40,716 |
Discount on investments | (1,600) | 2,734 |
Changes in operating assets and liabilities: | ||
Vendor receivable | (173,499) | |
Prepaid expenses and other current assets | (113,688) | (52,381) |
Accounts payable | (355,606) | 282,823 |
Accrued liabilities | (945,721) | 909,567 |
Accrued payroll and other compensation | (99,021) | 175,580 |
Net cash used in operating activities | (14,447,193) | (9,778,473) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,397) | (25,912) |
Payment for security deposit | (2,217) | (3,161) |
Patent costs | (2,359) | |
Purchases of investments | (43,601,000) | (25,417,000) |
Proceeds from redemptions of investments | 40,469,000 | 7,294,000 |
Net cash used in investing activities | (3,142,973) | (18,152,073) |
Cash flows from financing activities: | ||
Proceeds from ESPP plan | 16,814 | |
Proceeds from public offering | 15,000,000 | 15,024,450 |
Costs of public offering | (1,178,830) | (1,368,919) |
Proceeds from the At-the-Market Offering | 2,980,595 | 4,409,738 |
Costs of At-the-Market Offering | (95,809) | (101,386) |
Proceeds from exercise of warrants | 2,089,476 | 45,000 |
Repayment of promissory notes | (365,000) | |
Proceeds from exercise of employee stock options | 1,240,490 | 252,385 |
Net cash provided by financing activities | 19,687,736 | 18,261,268 |
Net increase (decrease) in cash and cash equivalents | 2,097,570 | (9,669,278) |
Cash and cash equivalents at beginning of period | 2,894,575 | 12,563,853 |
Cash and cash equivalents at end of period | 4,992,145 | 2,894,575 |
Non-cash financing activities: | ||
Conversion of Promissory Notes to Common Stock | 3,847,018 | |
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 | 12 Months Ended |
Dec. 31, 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 exploiting the power of the mitochondria and the peptides encoded in its genome to develop potential breakthrough therapeutics targeting chronic and age-related diseases. The Company’s primary activities include utilizing its MITO+ platform to identify and develop novel peptide analogs, the research and development of its 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, preclinical studies and its clinical trial 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. |
Liquidity and Management_s Plan
Liquidity and Management’s Plans | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity and Management’s Plan [Abstract] | |
LIQUIDITY AND MANAGEMENT’S PLANS | Note 2 – Liquidity and Management’s Plans As of December 31, 2021, the Company had a cash, cash equivalents and investments balance of $26.2 million and working capital and stockholders’ equity of $25.3 million and $25.6 million, respectively. During the year ended December 31, 2021, the Company incurred a net loss of $15.5 million. As reflected in the financial statements, the Company had an accumulated deficit as of December 31, 2021 and 2020, as well as recurring losses and negative cash flows from operating activities from inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, based on current budget assumptions, projected cash burn and the Company’s latitude to manage that cash burn and the cash and investments on hand as of December 31, 2021, 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 require additional capital sooner to support its operations. 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 the Company’s activities would allow it to slow its rate of spending and extend 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 | 12 Months Ended |
Dec. 31, 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 accounting principles generally accepted in the United States of America (“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 December 2021 and 2020 consist of U.S. Treasury Bills, which are classified as held-to-maturity, and Certificates of Deposit totaling $21.3 million and $18.1 million, 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. 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 Capitalization of Patent Costs The Company capitalizes the costs of its patents which consists of legal and filing fees related to the prosecution of patent filings. The patents will be amortized using the straight-line method over the estimated remaining lives of the patents which is 20 years from the initial filing of the patent. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company invested $0.7 million in Treasury Bills that are considered cash equivalents due to their maturity date being less than three months from the date of purchase. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation of computer and lab equipment is computed by use of the straight-line method based on the estimated useful lives of the assets, which range from three to five years. Expenditures for maintenance and repairs that do not improve or extend the expected lives of the assets are expensed to operations, while expenditures for major upgrades to existing items are capitalized. Upon retirement or other disposition of these assets, the costs and accumulated depreciation are removed from the accounts and resulting gains or losses are reflected in the results of operations. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of cash, investments and accounts payable approximate fair value due to the short-term nature of these instruments. The amount of debt included in the accompanying balance sheets approximates its fair value because the interest rate of the notes approximates the current market interest rate. Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing 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) gives 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 public and private offerings. 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 December 31, 2021 and 2020. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2021 and 2020. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the years ended December 31, 2021 and 2020. Research and Development Expenses The Company expenses all research and development expenses as incurred. These costs include payroll, employee benefits, supplies, contracted for lab services, depreciation and other personnel-related costs associated with product development. 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 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. Volatility was derived from the Company’s share price. 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 Black-Scholes assumptions are as follows: For the 2021 2020 Expected life 6 years 6 years Risk free interest rate 0.90-1.38% 0.21-1.61% Expected volatility 91-92% 94-97% Expected dividend yield 0% 0% As of December 31, 2021, total unrecognized stock compensation expense was $6.0 million, 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 2021 2020 Options 10,992,335 7,469,891 Warrants 35,634,075 19,372,818 Totals 46,626,410 26,842,709 Recent Accounting Pronouncements 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 4 – Property and Equipment Property and equipment consist of the following: As of 2021 2020 Lab equipment $ 860,433 $ 860,433 Computer and equipment 72,062 65,665 Total property and equipment $ 932,495 $ 926,098 Less: accumulated depreciation (671,883 ) (532,094 ) Total property and equipment, net $ 260,612 $ 394,004 Depreciation expense related to property and equipment for the years ended December 31, 2021 and 2020 was $0.1 million and $0.2 million, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Note 5 – Intangible Assets Intangible assets consist of the following: As of 2021 2020 Intangible assets: patents $ 23,963 $ 21,604 Less: amortization (4,654 ) (3,529 ) Total intangible assets, net $ 19,309 $ 18,075 Amortization expense for each of the years ended December 31, 2021 and 2020 was $1,125 and $1,079, respectively. The Company will recognize intangible amortization expense of $1,226 in each of the next five years. Thereafter, amortization expense will total $13,184. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
ACCRUED LIABILITIES | Note 6 – Accrued Liabilities Accrued liabilities consist of the following: As of 2021 2020 Lab services & supplies $ 6,080 $ 917,194 Professional fees 73,090 44,171 Interest 112,932 162,731 Other 3,918 17,645 Total accrued liabilities $ 196,020 $ 1,141,741 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Note 7 – Notes Payable During the year ended December 31, 2020, the Company completed a private offering (the “Private Offering”) with certain promissory note holders converting outstanding amounts due in 2021 and 2022 under its 8% Unsecured Promissory Notes (the “Notes”). The Company converted the Notes in the Private Offering totaling an aggregate of $3.8 million in principal and interest and issued 3.2 million units at a price of $1.22 per unit. Two officers of the Company participated in the private offering converting an aggregate of approximately $0.1 million into 0.1 million units. 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 on or prior to June 18, 2026. As of December 31, 2021 and 2020, the aggregate principal balance of the promissory notes totaling $0.4 million and $0.8 million, respectively, remained outstanding. Of such amounts, $0.4 million in aggregate principal amount is due and payable in June 2022 and $0.4 million was repaid in the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8 – Commitments and Contingencies Litigations, Claims and Assessments The Company may from time to time be a 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 a 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. Licensing Agreements The Company is a party to an Exclusive License Agreement (the “2011 Exclusive Agreement”) with the Regents of the University of California (“the Regents” or “Licensors”) which remains in effect for the life of the last-to-expire patent or last to be abandoned patent application, whichever is later. The Company agreed to pay the Licensors specified development milestone payments aggregating up to $765,000 for the first product sold under the license. Milestone payments for additional products developed and sold under the license are reduced by 50%. The Company is also required to pay annual maintenance fees to the Licensors. Aggregate maintenance fees for the first five years following execution of the agreement were $80,000. Thereafter, the Company is required to pay maintenance fees of $50,000 annually until the first sale of a licensed product. In addition, for the duration of the 2011 Exclusive Agreement, the Company is required to pay the Licensors royalties equal to 2% of its worldwide net sales of drugs, therapies or other products developed from claims covered by the licensed patents, subject to a minimum royalty payment of $75,000 annually, beginning after the first commercial sale of a licensed product. The Company is required to pay royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of Phase II clinical trials) to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of Phase I clinical trials). The agreement also requires the Company to meet certain diligence and development milestones, including filing of an Investigational New Drug (“IND”) Application for a product covered by the agreement on or before the seventh anniversary of the agreement date. In October 2021, the Regents accepted the Company’s payment for an additional year of license maintenance. Through December 31, 2021, no royalties have been incurred under the agreement. All maintenance fees due and payable have been paid. The Company is also a party to an Exclusive License Agreement (the “2013 Exclusive Agreement”) with the Regents whereby the Regents granted to the Company an exclusive license for the use of certain other patents. The 2013 Exclusive Agreement remains in effect for the life of the last-to-expire patent or last to be abandoned patent application, whichever is later. The Company paid the Regents an initial license issue fee of $10,000 for these other patents, which was charged to General and Administrative expense, as incurred. The Company is also required to pay annual maintenance fees to the Licensors. Aggregate maintenance fees for the first three years following execution of the agreement were $7,500. Thereafter, the Company is required to pay maintenance fees of $5,000 annually until the first sale of a licensed product. The Company agreed to pay the Regents specified development milestone payments aggregating up to $765,000 for the first product sold under the 2013 Exclusive Agreement. Milestone payments for additional products developed and sold under the 2013 Exclusive Agreement are reduced by 50%. In addition, for the duration of the 2013 Exclusive Agreement, the Company is required to pay the Regents royalties equal to 2% of the Company’s worldwide net sales of drugs, therapies or other products developed from claims covered by the licensed patent, subject to a minimum royalty payment of $75,000 annually, beginning after the first commercial sale of a licensed product. The Company is required to pay the Regents royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of Phase II clinical trials) to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of Phase I clinical trials). The agreement also requires the Company to meet certain diligence and development milestones, including filing of an IND Application for a product covered by the agreement on or before the seventh anniversary of the agreement date. Through December 31, 2021, no royalties have been incurred under the agreement. All maintenance fees due and payable have been paid. Operating Leases The Company is a party to a lease agreement for laboratory space leased on a month-to-month basis that is part of a shared facility in Menlo Park, California. In September 2021, the Company renewed its lease for office space in Fairfield, New Jersey for an additional year at the same annual cost of $13,080 per annum. Rent expense amounted to $0.4 million in each of the years ended December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 9 – Income Taxes The tax effects of temporary differences that give rise to deferred tax assets are as follows: As of 2021 2020 Current: Accrued expenses $ 144,077 $ 464,042 Stock compensation 1,800,762 869,815 Net operating loss carryforward 19,481,137 16,165,927 Research and development credit carry forward 252,536 548,983 Total deferred tax assets 21,678,512 18,048,767 Valuation allowance (21,678,512 ) (18,048,767 ) Deferred tax asset, net of valuation allowance $ - $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the 2021 2020 U.S. statutory federal rate (21.0 )% (21.0 )% State income taxes, net of federal tax (7.0 )% (7.0 )% Federal tax rate change - % - % Permanent differences 2.5 % 0.4 % Prior year true-ups 2.7 % (0.4 )% R&D tax credit (0.1 )% (0.5 )% Change in valuation allowance 22.9 % 28.5 % Income tax provision (benefit) - % - % The income tax provision consists of the following: For the 2021 2020 Federal Current $ - $ - Deferred (2,723,112 ) (3,482,375 ) State and local Current - - Deferred (905,577 ) (1,158,072 ) Change in valuation allowance 3,628,689 4,640,447 Income tax provision (benefit) $ - $ - The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not more-likely-than-not, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more-likely-than-not that future benefits of deferred tax assets will not be realized. Therefore, the Company established a full valuation allowance as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the change in valuation allowance was $3.6 million and $4.6 million, respectively. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions, principally California and New Jersey. The Company is subject to examination by the various taxing authorities. The Company’s federal and state income tax returns for tax years beginning in 2018 remain subject to examination. At December 31, 2021 and 2020, the Company had approximately $70.0 million and $58.0 million, respectively, of federal and state net operating loss (“NOLs”) carryovers that may be available to offset future taxable income. The Company’s 2017 and prior federal and state net operating loss carry forwards, if not utilized, will begin to expire from 2029 to 2037. Beginning with 2018, and for subsequent years, the Company’s NOLs will have indefinite lives for federal tax purposes. In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carryforward could be limited in the event of a change in ownership. At this time, the Company has not completed a full study to assess whether an ownership change under Section 382 of the Code occurred due to the costs and complexities associated with such a study. The Company’s gross R&D tax credits were approximately $0.9 million as of December 31, 2021 and 2020. These R&D tax credits will begin to expire from 2033 to 2040, respectively. Coronavirus Aid, Relief, and Economic Security Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, (“CARES Act”), was enacted and signed into law. GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act, among other things, includes changes to the tax provisions that benefits business entities. It also makes certain technical corrections to the 2017 Tax Cuts and Jobs Act and permits offsetting 100% of taxable income for taxable years beginning before 2021 through NOLs, carryovers and carrybacks. 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. The CARES Act also includes other stimulus measures and reliefs. The Company has evaluated the impact of the CARES Act and determined that it did not have an impact on its financial statements or internal controls over financial reporting. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 10 – Stockholders’ Equity Authorized Capital The Company has authorized the issuance and sale of up to 185 million shares of stock, consisting of 180 million shares of common stock having a par value of $0.001 and 5 million shares of Preferred Stock having a par value of $0.001 per share. As of December 31, 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. At-the-Market Offering During the year ended December 31, 2020, the Company entered into an At-the-Market Offering Sales Agreement (“ATM”) with Virtu Americas, LLC as sales agent. During the year ended December 31, 2021, the Company sold 1.7 million shares of its common stock under the ATM program for proceeds of $2.9 million, 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 year ended December 31, 2020, the Company sold 2.4 million shares of its common stock under the ATM program for proceeds of $4.3 million, net of commissions and professional fees of $0.2 million. As of December 31, 2021, the Company had $12.5 million available in its ATM program. Underwritten Public Offerings During the year ended December 31, 2021, the Company completed an underwritten public offering of its securities (the “Public Offering”) pursuant to which it sold 20.8 million shares of its common stock and warrants to purchase up to 20.8 million shares of common stock for proceeds of $13.8 million, net of commissions and professional fees of approximately $1.2 million. 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. During the year ended December 31, 2020, the Company completed an underwritten public offering of the Company’s securities (the “Public Offering”) pursuant to which the Company sold 12.3 million shares of its common stock and warrants to purchase 10.6 million shares of common stock for proceeds of $13.7 million, net of commissions and professional fees of $1.4 million. The warrants issued in the Public Offering were immediately exercisable and have a term of five years and a per share exercise price of $1.44. 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. During the year ended December 31, 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 million. As of December 31, 2021, there were 3.2 million shares remaining available for issuance under the 2011 Plan. During the year ended December 31, 2021, the Company granted stock options to employees to purchase 6.3 million shares of the Company’s common stock, including the time and performance-based Inducement Awards, with grant date prices that ranged between $0.34 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 $5.8 million. 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 2.3 million shares of common stock and (2) a performance-based inducement nonqualified stock option to purchase 1.3 million 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 $2.2 million. As of December 31, 2021, Dr. Sarret satisfied a portion of the performance conditions and vested performance-based stock options to purchase 0.7 million shares of the 1.3 million shares possible under the grant. The performance-based award had a fair value of $0.1 million. During the year ended December 31, 2021, stock options to purchase 1.3 million shares of common stock were exercised for cash proceeds of $1.2 million. During the year ended December 31, 2021, stock options to purchase 1.5 million shares of common stock were cancelled and returned to the option pool for future issuance. During the year ended December 31, 2020, the Company granted stock options to employees to purchase 0.3 million shares of the Company’s common stock at exercise prices that ranged between $1.55 to $2.56 per share. The options have terms of ten years. The stock options have an aggregate grant date fair value of $0.5 million. During the year ended December 31, 2020, stock options to purchase 0.2 million shares of common stock were exercised for cash proceeds of $0.3 million. During the year ended December 31, 2020, stock options to purchase 0.2 million 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 2021 2020 Research and development $ 223,476 $ 604,107 General and administrative 2,320,236 1,612,209 Total $ 2,543,712 $ 2,216,316 The following table represents stock option activity for the years ended December 31, 2021 and 2020: Weighted Average Aggregate Stock Options Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – January 1, 2020 7,632,358 4,542,144 $ 2.21 $ 1.57 $ 1.57 6.44 $ - Granted 275,000 - - - - - - Exercised (223,924 ) - - - - - - Cancelled (213,543 ) - - - - - - Balance – December 31, 2020 7,469,891 5,390,431 $ 2.06 $ 1.68 $ 1.68 6.27 $ - Granted 6,314,000 - - - - - - Exercised (1,262,146 ) - - - - - - Cancelled (1,529,410 ) - - - - - - Balance – December 31, 2021 10,992,335 6,126,901 $ 1.71 $ 1.58 $ 1.58 6.27 $ 36,273 The following table summarizes information on stock options outstanding and exercisable as of December 31, 2021: Grant Price Weighted Average Exercise Total Number Weighted Average From To Price Outstanding Exercisable Remaining Contractual Term $ 0.26 $ 2.02 $ 1.21 7,981,377 2,965,298 7.98 years $ 2.10 $ 4.60 $ 2.47 2,567,958 2,718,604 6.73 years $ 5.30 $ 8.86 $ 6.44 443,000 443,000 6.35 years Totals 10,992,335 6,126,901 Warrants During the year ended December 31, 2021, the Company granted warrants to two service providers to purchase a total of 0.1 million 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 service period of three years. Ten thousand of these warrants were performance based. During the year ended December 31, 2021, the performance criteria were met and the warrants were valued and expensed at the time the performance conditions were met. The warrants have terms that range from two to three years with vesting over a one-year period. During the year ended December 31, 2021, warrants to purchase 1.5 million shares of common stock were exercised for cash proceeds of $2.1 million. During the year ended December 31, 2021, warrants to purchase 3.2 million shares of common stock expired and were cancelled. During the year ended December 31, 2020, the Company issued warrants to purchase 10.6 million shares of the Company’s common stock as part of the Public Offering (see Note 10 – Underwritten Public Offerings) and to the note holders that extended the due date of their unsecured promissory notes (see Note 10 – Amendments to Notes and Warrants) and warrants to purchase 2.4 million shares of the Company’s common stock as part of the Private Offering that converted outstanding amounts due under the Company’s 8% Unsecured Promissory Notes due 2021 (see Note 7 - Notes Payable). During the year ended December 31, 2020, warrants to purchase 20,000 shares of common stock were exercised for cash proceeds of $45,000. The following table represents warrant activity for the years ended December 31, 2021 and 2020: Weighted Average Aggregate Warrants Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – January 1, 2020 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.55 $ - Granted 14,485,595 - - - - - - Exercised (20,000 ) - - - - - - Cancelled - - - - - - - Balance – December 31, 2020 19,372,818 15,495,973 $ 1.62 $ 1.61 $ 0.81 4.07 $ - Granted 20,893,334 - - - - - - Exercised (1,451,025 ) - - - - - - Cancelled (3,181,052 ) - - - - - - Balance – December 31, 2021 35,634,075 35,629,908 $ 1.04 $ 1.04 $ 0.53 4.38 $ 71,737 Amendments to Notes and Warrants During the year ended December 31, 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 a future private offering of the Company’s securities upon terms substantially similar to those offered to investors in a future primary offering of the Company’s securities and to grant resale registration rights in connection therewith. The Company recognized $0.2 million of non-cash costs in Other Expenses in the accompanying statements of operations relating to the 2018 Warrants extension. The Company subsequently entered into a second amendment to the 2018 Notes with certain holders 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 a future private offering of the Company’s securities upon terms substantially similar to those offered to investors in a future primary offering of the Company’s securities (see Note 7 – Notes Payable). The Company also granted an additional warrant to purchase 0.5 of one share of its common stock, or 1.5 million 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 will be exercisable beginning on the six-month anniversary of the date of issuance, 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 $0.5 million of non-cash costs in Other Expenses in the accompanying statements of operations related to this second amendment. Also, during the year ended December 31, 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 $1.6 million of non-cash costs in Other Expenses in the accompanying 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. Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan (“ESPP”) in which employees may purchase 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 year ended December 31, 2021, 17,662 shares were issued under the ESPP for $16,814 of employee compensation deferrals. As of December 31, 2021, 482,338 shares are available for future issuance under the ESPP. |
Non-Cash Expenses
Non-Cash Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
NON-CASH EXPENSES | Note 11 – Non-Cash Expenses The following table details the Company’s non-cash expenses included in the accompanying statements of operations: For the 2021 2020 Operating expenses Stock-based compensation $ 2,543,712 $ 2,216,316 Depreciation & amortization 140,914 156,664 Subtotal $ 2,684,626 $ 2,372,980 Other expense Amortization of debt discount 31,687 504,498 Equity modification - 2,290,688 Subtotal $ 31,687 $ 2,795,186 Total non-cash expenses $ 2,716,313 $ 5,168,166 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 12 – Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the financial statements were issued require adjustment or disclosure in the Company’s financial statements. Subsequent to December 31, 2021, the Company granted stock options to purchase a total of 0.4 million shares of the Company’s common stock with an exercise price of $0.43 per share. The stock options have a term of ten years with vesting over a four-year period. Subsequent to December 31, 2021, the Company sold 0.6 million shares of its common stock under its ATM program for proceeds of $0.2 million, net of commissions. Subsequent to December 31, 2021, the Company repaid a promissory note, held by a director of the Company, totaling approximately $0.5 million in principal and interest. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 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 accounting principles generally accepted in the United States of America (“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 December 2021 and 2020 consist of U.S. Treasury Bills, which are classified as held-to-maturity, and Certificates of Deposit totaling $21.3 million and $18.1 million, 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. 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 |
Capitalization of Patent Costs | Capitalization of Patent Costs The Company capitalizes the costs of its patents which consists of legal and filing fees related to the prosecution of patent filings. The patents will be amortized using the straight-line method over the estimated remaining lives of the patents which is 20 years from the initial filing of the patent. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company invested $0.7 million in Treasury Bills that are considered cash equivalents due to their maturity date being less than three months from the date of purchase. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation of computer and lab equipment is computed by use of the straight-line method based on the estimated useful lives of the assets, which range from three to five years. Expenditures for maintenance and repairs that do not improve or extend the expected lives of the assets are expensed to operations, while expenditures for major upgrades to existing items are capitalized. Upon retirement or other disposition of these assets, the costs and accumulated depreciation are removed from the accounts and resulting gains or losses are reflected in the results of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of cash, investments and accounts payable approximate fair value due to the short-term nature of these instruments. The amount of debt included in the accompanying balance sheets approximates its fair value because the interest rate of the notes approximates the current market interest rate. |
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) provides the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing 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) gives 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 public and private offerings. 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 December 31, 2021 and 2020. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2021 and 2020. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized during the years ended December 31, 2021 and 2020. |
Research and Development Expenses | Research and Development Expenses The Company expenses all research and development expenses as incurred. These costs include payroll, employee benefits, supplies, contracted for lab services, depreciation and other personnel-related costs associated with product development. |
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 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. Volatility was derived from the Company’s share price. 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 Black-Scholes assumptions are as follows: For the 2021 2020 Expected life 6 years 6 years Risk free interest rate 0.90-1.38% 0.21-1.61% Expected volatility 91-92% 94-97% Expected dividend yield 0% 0% As of December 31, 2021, total unrecognized stock compensation expense was $6.0 million, 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 2021 2020 Options 10,992,335 7,469,891 Warrants 35,634,075 19,372,818 Totals 46,626,410 26,842,709 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of black-scholes assumptions | For the 2021 2020 Expected life 6 years 6 years Risk free interest rate 0.90-1.38% 0.21-1.61% Expected volatility 91-92% 94-97% Expected dividend yield 0% 0% |
Schedule of anti-dilutive securities excluded from computation of diluted net loss per share | As of 2021 2020 Options 10,992,335 7,469,891 Warrants 35,634,075 19,372,818 Totals 46,626,410 26,842,709 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | As of 2021 2020 Lab equipment $ 860,433 $ 860,433 Computer and equipment 72,062 65,665 Total property and equipment $ 932,495 $ 926,098 Less: accumulated depreciation (671,883 ) (532,094 ) Total property and equipment, net $ 260,612 $ 394,004 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of 2021 2020 Intangible assets: patents $ 23,963 $ 21,604 Less: amortization (4,654 ) (3,529 ) Total intangible assets, net $ 19,309 $ 18,075 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | As of 2021 2020 Lab services & supplies $ 6,080 $ 917,194 Professional fees 73,090 44,171 Interest 112,932 162,731 Other 3,918 17,645 Total accrued liabilities $ 196,020 $ 1,141,741 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | As of 2021 2020 Current: Accrued expenses $ 144,077 $ 464,042 Stock compensation 1,800,762 869,815 Net operating loss carryforward 19,481,137 16,165,927 Research and development credit carry forward 252,536 548,983 Total deferred tax assets 21,678,512 18,048,767 Valuation allowance (21,678,512 ) (18,048,767 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of statutory federal income tax rate | For the 2021 2020 U.S. statutory federal rate (21.0 )% (21.0 )% State income taxes, net of federal tax (7.0 )% (7.0 )% Federal tax rate change - % - % Permanent differences 2.5 % 0.4 % Prior year true-ups 2.7 % (0.4 )% R&D tax credit (0.1 )% (0.5 )% Change in valuation allowance 22.9 % 28.5 % Income tax provision (benefit) - % - % |
Schedule of income tax provision | For the 2021 2020 Federal Current $ - $ - Deferred (2,723,112 ) (3,482,375 ) State and local Current - - Deferred (905,577 ) (1,158,072 ) Change in valuation allowance 3,628,689 4,640,447 Income tax provision (benefit) $ - $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock-based compensation | For the 2021 2020 Research and development $ 223,476 $ 604,107 General and administrative 2,320,236 1,612,209 Total $ 2,543,712 $ 2,216,316 |
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 – January 1, 2020 7,632,358 4,542,144 $ 2.21 $ 1.57 $ 1.57 6.44 $ - Granted 275,000 - - - - - - Exercised (223,924 ) - - - - - - Cancelled (213,543 ) - - - - - - Balance – December 31, 2020 7,469,891 5,390,431 $ 2.06 $ 1.68 $ 1.68 6.27 $ - Granted 6,314,000 - - - - - - Exercised (1,262,146 ) - - - - - - Cancelled (1,529,410 ) - - - - - - Balance – December 31, 2021 10,992,335 6,126,901 $ 1.71 $ 1.58 $ 1.58 6.27 $ 36,273 |
Schedule of stock options outstanding and exercisable | Grant Price Weighted Average Exercise Total Number Weighted Average From To Price Outstanding Exercisable Remaining Contractual Term $ 0.26 $ 2.02 $ 1.21 7,981,377 2,965,298 7.98 years $ 2.10 $ 4.60 $ 2.47 2,567,958 2,718,604 6.73 years $ 5.30 $ 8.86 $ 6.44 443,000 443,000 6.35 years Totals 10,992,335 6,126,901 |
Schedule of warrants activity | Weighted Average Aggregate Warrants Exercise Price Fair Value Contractual Intrinsic Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Value Balance – January 1, 2020 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.55 $ - Granted 14,485,595 - - - - - - Exercised (20,000 ) - - - - - - Cancelled - - - - - - - Balance – December 31, 2020 19,372,818 15,495,973 $ 1.62 $ 1.61 $ 0.81 4.07 $ - Granted 20,893,334 - - - - - - Exercised (1,451,025 ) - - - - - - Cancelled (3,181,052 ) - - - - - - Balance – December 31, 2021 35,634,075 35,629,908 $ 1.04 $ 1.04 $ 0.53 4.38 $ 71,737 |
Non-Cash Expenses (Tables)
Non-Cash Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of non-cash expenses | For the 2021 2020 Operating expenses Stock-based compensation $ 2,543,712 $ 2,216,316 Depreciation & amortization 140,914 156,664 Subtotal $ 2,684,626 $ 2,372,980 Other expense Amortization of debt discount 31,687 504,498 Equity modification - 2,290,688 Subtotal $ 31,687 $ 2,795,186 Total non-cash expenses $ 2,716,313 $ 5,168,166 |
Liquidity and Management_s Pl_2
Liquidity and Management’s Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liquidity And Managements Plan [Abstract] | |||
Cash, cash equivalents and investments balance | $ 26,200,000 | ||
Working capital | 25,300,000 | ||
Stockholders' equity | 25,607,827 | $ 18,487,155 | $ 8,136,826 |
Incurred a net loss | $ (15,475,776) | $ (16,264,961) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
U.S. treasury bills | $ 21.3 | $ 18.1 |
Estimate life of Patent | 20 years | |
Cash equivalents | $ 0.7 | |
Unrecognized stock option compensation expense | $ 6 | |
Minimum [Member] | Computer Equipment [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Estimated useful life | 3 years | |
Maximum [Member] | Lab Equipment [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Estimated useful life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of black-scholes assumptions - Equity Option [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of black-scholes assumptions [Line Items] | ||
Expected life | 6 years | 6 years |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of black-scholes assumptions [Line Items] | ||
Risk free interest rate | 0.90% | 0.21% |
Expected volatility | 91.00% | 94.00% |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of black-scholes assumptions [Line Items] | ||
Risk free interest rate | 1.38% | 1.61% |
Expected volatility | 92.00% | 97.00% |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 46,626,410 | 26,842,709 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 35,634,075 | 19,372,818 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, Amount | 10,992,335 | 7,469,891 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.2 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 932,495 | $ 926,098 |
Less: accumulated depreciation | (671,883) | (532,094) |
Total property and equipment, net | 260,612 | 394,004 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 860,433 | 860,433 |
Computer and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 72,062 | $ 65,665 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,125 | $ 1,079 |
Intangible amortization expense | 1,226 | |
Amortization expense total | $ 13,184 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of intangible assets [Abstract] | ||
Intangible assets: patents | $ 23,963 | $ 21,604 |
Less: amortization | (4,654) | (3,529) |
Total intangible assets, net | $ 19,309 | $ 18,075 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | ||
Lab services & supplies | $ 6,080 | $ 917,194 |
Professional fees | 73,090 | 44,171 |
Interest | 112,932 | 162,731 |
Other | 3,918 | 17,645 |
Total accrued liabilities | $ 196,020 | $ 1,141,741 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes Payable (Details) [Line Items] | ||
Interest rate | 8.00% | |
Debt principal amount | $ 3.8 | |
Issued unit (in Shares) | 3.2 | |
Debt instrument price (in Dollars per share) | $ 1.22 | |
Aggregate principal amount | $ 0.4 | $ 0.8 |
Aggregate principal amount due payable in June 2022 | 0.4 | |
Repaid amount | $ 0.4 | |
Warrant [Member] | ||
Notes Payable (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.75 | |
Common Stock [Member] | ||
Notes Payable (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 1.44 | |
Notes Payable [Member] | ||
Notes Payable (Details) [Line Items] | ||
Debt principal amount | $ 0.1 | |
Issued unit (in Shares) | 0.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||
Rent expense for space | $ 13,080 | ||
Rent expense | $ 0.4 | $ 0.4 | |
2011 Exclusive Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Milestone payment | $ 765,000 | ||
License reduced percentage | 50.00% | ||
Aggregate maintenance fees | $ 80,000 | ||
Maintenance fees annually | $ 50,000 | ||
Percentage of worldwide net sales | 2.00% | ||
Subject to a minimum royalty payment | $ 75,000 | ||
Royalty description | The Company is required to pay royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of Phase II clinical trials) to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of Phase I clinical trials). | ||
2013 Exclusive Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Milestone payment | $ 765,000 | ||
License reduced percentage | 50.00% | ||
Aggregate maintenance fees | $ 7,500 | ||
Maintenance fees annually | $ 5,000 | ||
Percentage of worldwide net sales | 2.00% | ||
Subject to a minimum royalty payment | $ 75,000 | ||
Royalty description | The Company is required to pay the Regents royalties ranging from 8% of worldwide sublicense sales of covered products (if the sublicense is entered after commencement of Phase II clinical trials) to 12% of worldwide sublicense sales (if the sublicense is entered prior to commencement of Phase I clinical trials). | ||
Initial license issue fee | $ 10,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Change in valuation allowance | $ 3.6 | $ 4.6 | |
Net operating loss carryovers | $ 70 | 58 | |
Operating loss carry forwards, description | The Company’s 2017 and prior federal and state net operating loss carry forwards, if not utilized, will begin to expire from 2029 to 2037. Beginning with 2018, and for subsequent years, the Company’s NOLs will have indefinite lives for federal tax purposes. | ||
Research and development tax credits | $ 0.9 | $ 0.9 | |
Tax credits expire date description | These R&D tax credits will begin to expire from 2033 to 2040, respectively. | ||
Tax cuts of taxable income, percentage | 100.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current: | ||
Accrued expenses | $ 144,077 | $ 464,042 |
Stock compensation | 1,800,762 | 869,815 |
Net operating loss carryforward | 19,481,137 | 16,165,927 |
Research and development credit carry forward | 252,536 | 548,983 |
Total deferred tax assets | 21,678,512 | 18,048,767 |
Valuation allowance | (21,678,512) | (18,048,767) |
Deferred tax asset, net of valuation allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of statutory federal income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of statutory federal income tax rate [Abstract] | ||
U.S. statutory federal rate | (21.00%) | (21.00%) |
State income taxes, net of federal tax | (7.00%) | (7.00%) |
Federal tax rate change | ||
Permanent differences | 2.50% | 0.40% |
Prior year true-ups | 2.70% | (0.40%) |
R&D tax credit | (0.10%) | (0.50%) |
Change in valuation allowance | 22.90% | 28.50% |
Income tax provision (benefit) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Current | ||
Deferred | (2,723,112) | (3,482,375) |
State and local | ||
Current | ||
Deferred | (905,577) | (1,158,072) |
Change in valuation allowance | 3,628,689 | 4,640,447 |
Income tax provision (benefit) |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | 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 |
Net realized under the ATM sales (in Dollars) | $ 2,900,000 | $ 4,300,000 |
Incurred professional fees (in Dollars) | 21,294 | $ 200,000 |
Amount of ATM availability (in Dollars) | 12,500,000 | |
Aggregate grant date fair value (in Dollars) | $ 5,800,000 | |
Description of pursuant agreement | Pursuant to such agreement, the Company granted Dr. Sarret (1) a time-based inducement nonqualified stock option to purchase 2.3 million shares of common stock and (2) a performance-based inducement nonqualified stock option to purchase 1.3 million 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 $2.2 million. As of December 31, 2021, Dr. Sarret satisfied a portion of the performance conditions and vested performance-based stock options to purchase 0.7 million shares of the 1.3 million shares possible under the grant. The performance-based award had a fair value of $0.1 million. | |
Description of granted stock options | the Company granted stock options to employees to purchase 0.3 million shares of the Company’s common stock at exercise prices that ranged between $1.55 to $2.56 per share. The options have terms of ten years. The stock options have an aggregate grant date fair value of $0.5 million. | |
Warrants to purchase of common stock exercised | 1,500,000 | |
Warrants to purchase common stock expired and cancelled | 3,200,000 | |
Registration of shares, description | During the year ended December 31, 2020, the Company issued warrants to purchase 10.6 million shares of the Company’s common stock as part of the Public Offering (see Note 10 – Underwritten Public Offerings) and to the note holders that extended the due date of their unsecured promissory notes (see Note 10 – Amendments to Notes and Warrants) and warrants to purchase 2.4 million shares of the Company’s common stock as part of the Private Offering that converted outstanding amounts due under the Company’s 8% Unsecured Promissory Notes due 2021 (see Note 7 - Notes Payable). | |
Cash proceeds (in Dollars) | $ 26,200,000 | |
Non-cash costs in other expenses (in Dollars) | $ 500,000 | $ 1,600,000 |
Present value of cash flow of modified debt | 10.00% | |
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 | |
Sales agreement [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Authorized to issue and sale of stock | 1,700,000 | |
Minimum [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Grant date prices (in Dollars per share) | $ 0.34 | |
Maximum [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Grant date prices (in Dollars per share) | $ 1.38 | |
2011 Plan [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Total number of shares authorized for issuance | 14 | |
Remaining options to be issued | 3.2 | |
Warrant [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Authorized to issue and sale of stock | 2,400,000 | |
Shares of common stock purchase | 100,000 | |
Cash proceeds (in Dollars) | $ 2,100,000 | |
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 service period of three years. Ten thousand of these warrants were performance based. During the year ended December 31, 2021, the performance criteria were met and the warrants were valued and expensed at the time the performance conditions were met. The warrants have terms that range from two to three years with vesting over a one-year period. | |
Registration of shares, description | The Company subsequently entered into a second amendment to the 2018 Notes with certain holders 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 a future private offering of the Company’s securities upon terms substantially similar to those offered to investors in a future primary offering of the Company’s securities (see Note 7 – Notes Payable). The Company also granted an additional warrant to purchase 0.5 of one share of its common stock, or 1.5 million 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”). | |
Purchase of warrants | 20,000 | |
Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Cash proceeds (in Dollars) | $ 45,000 | |
Underwritten Public Offerings [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Authorized to issue and sale of stock | 20,800,000 | 10,600,000 |
Incurred professional fees (in Dollars) | $ 1,200,000 | $ 1,400,000 |
Net of commissions (in Dollars) | $ 13,800,000 | $ 13,700,000 |
Per share exercise price (in Dollars per share) | $ 0.72 | $ 1.44 |
Underwritten Public Offerings [Member] | Warrant [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Authorized to issue and sale of stock | 20,800,000 | 12,300,000 |
Stock Option [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Shares of common stock purchase | 1,300,000 | 200,000 |
Cash proceeds (in Dollars) | $ 1,200,000 | $ 300,000 |
Shares of common stock purchase | 1,500,000 | 200,000 |
Stock Option [Member] | Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Granted | 6,300,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of stock-based compensation - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of stock-based compensation [Line Items] | ||
Total | $ 2,543,712 | $ 2,216,316 |
Research and development [Member] | ||
Stockholders’ Equity (Details) - Schedule of stock-based compensation [Line Items] | ||
Total | 223,476 | 604,107 |
General and administrative [Member] | ||
Stockholders’ Equity (Details) - Schedule of stock-based compensation [Line Items] | ||
Total | $ 2,320,236 | $ 1,612,209 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of stock option activity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock option activity [Abstract] | ||
Stock Options, Outstanding, Beginning Balance (in Shares) | 7,469,891 | 7,632,358 |
Stock Options, Exercisable, Beginning Balance (in Shares) | 5,390,431 | 4,542,144 |
Weighted Average, Exercise Price, Outstanding, Beginning Balance | $ 2.06 | $ 2.21 |
Weighted Average, Exercise Price, Exercisable, Beginning Balance | 1.68 | 1.57 |
Weighted Average, Fair Value Vested, Beginning Balance | $ 1.68 | $ 1.57 |
Weighted Average, Contractual Life (Years), Beginning Balance | 6 years 5 months 8 days | |
Aggregate Intrinsic Value, Beginning Balance (in Dollars) | ||
Stock Options, Outstanding, Granted (in Shares) | 6,314,000 | 275,000 |
Stock Options, Exercisable, Granted (in 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) | (1,262,146) | (223,924) |
Stock Options, Exercisable, Exercised (in 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) | (1,529,410) | (213,543) |
Stock Options, Exercisable, Cancelled (in 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) | 10,992,335 | 7,469,891 |
Stock Options, Exercisable, Ending Balance (in Shares) | 6,126,901 | 5,390,431 |
Weighted Average, Exercise Price, Outstanding, Ending Balance | $ 1.71 | $ 2.06 |
Weighted Average, Exercise Price, Exercisable, Ending Balance | 1.58 | 1.68 |
Weighted Average, Fair Value Vested, Ending Balance | $ 1.58 | $ 1.68 |
Weighted Average, Contractual Life (Years), Ending Balance | 6 years 3 months 7 days | 6 years 3 months 7 days |
Aggregate Intrinsic Value, Ending Balance (in Dollars) | $ 36,273 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of stock options outstanding and exercisable | 12 Months Ended |
Dec. 31, 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 | 10,992,335 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 6,126,901 |
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 | $ 1.21 |
Stock Options, Total Outstanding (in Shares) (in Shares) | shares | 7,981,377 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 2,965,298 |
Stock Options, Weighted Average Remaining Contractual Term | 7 years 11 months 23 days |
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 | 2,567,958 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 2,718,604 |
Stock Options, Weighted Average Remaining Contractual Term | 6 years 8 months 23 days |
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 | $ 6.44 |
Stock Options, Total Outstanding (in Shares) (in Shares) | shares | 443,000 |
Stock Options, Number Exercisable (in Shares) (in Shares) | shares | 443,000 |
Stock Options, Weighted Average Remaining Contractual Term | 6 years 4 months 6 days |
Stock Options, Grant Price, Maximum | $ 8.86 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of warrants activity - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Warrants, Outstanding, Beginning Balance (in Shares) | 19,372,818 | 4,907,223 |
Warrants, Exercisable, Beginning Balance (in Shares) | 15,495,973 | 4,907,223 |
Weighted Average, Exercise Price, Outstanding, Beginning Balance | $ 1.62 | $ 2.4 |
Weighted Average, Exercise Price, Exercisable, Beginning Balance | 1.61 | 2.4 |
Weighted Average, Fair Value Vested, Beginning Balance | $ 0.81 | $ 1.11 |
Weighted Average, Contractual Life (Years), Beginning Balance | 1 year 6 months 18 days | |
Aggregate Intrinsic Value, Beginning Balance (in Dollars) | ||
Warrants, Outstanding, Ending Balance (in Shares) | 35,634,075 | 19,372,818 |
Warrants, Exercisable, Ending Balance (in Shares) | 35,629,908 | 15,495,973 |
Weighted Average, Exercise Price, Outstanding, Ending Balance | $ 1.04 | $ 1.62 |
Weighted Average, Exercise Price, Exercisable, Ending Balance | 1.04 | 1.61 |
Weighted Average, Fair Value Vested, Ending Balance | $ 0.53 | $ 0.81 |
Weighted Average, Contractual Life (Years), Ending Balance | 4 years 4 months 17 days | 4 years 25 days |
Aggregate Intrinsic Value, Ending Balance (in Dollars) | $ 71,737 | |
Warrants, Outstanding, Granted (in Shares) | 20,893,334 | 14,485,595 |
Warrants, Exercisable, Granted (in 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) | (1,451,025) | (20,000) |
Warrants, Exercisable, Exercised (in 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) | (3,181,052) | |
Warrants, Exercisable, Cancelled (in 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) |
Non-Cash Expenses (Details) - S
Non-Cash Expenses (Details) - Schedule of non-cash expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Stock-based compensation | $ 2,543,712 | $ 2,216,316 |
Depreciation & amortization | 140,914 | 156,664 |
Subtotal | 2,684,626 | 2,372,980 |
Other expense: | ||
Amortization of debt discount | 31,687 | 504,498 |
Equity modification | 2,290,688 | |
Subtotal | 31,687 | 2,795,186 |
Total non-cash expenses | $ 2,716,313 | $ 5,168,166 |
Subsequent Events (Details)
Subsequent Events (Details) shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Subsequent Events (Details) [Line Items] | |
Net commissions | $ 0.2 |
Principle and interest | $ 0.5 |
Warrant [Member] | |
Subsequent Events (Details) [Line Items] | |
Warrants, description | the Company granted stock options to purchase a total of 0.4 million shares of the Company’s common stock with an exercise price of $0.43 per share. The stock options have a term of ten years with vesting over a four-year period. |
ATM program [Member] | |
Subsequent Events (Details) [Line Items] | |
Purchase shares (in Shares) | shares | 0.6 |