Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 09, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36304 | ||
Entity Registrant Name | PHIO PHARMACEUTICALS CORP. | ||
Entity Central Index Key | 0001533040 | ||
Entity Tax Identification Number | 45-3215903 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 257 Simarano Drive | ||
Entity Address, Address Line Two | Suite 101 | ||
Entity Address, City or Town | Marlborough | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01752 | ||
City Area Code | 508 | ||
Local Phone Number | 767-3861 | ||
Title of 12(b) Security | Common Stock, par value, $0.0001 per share | ||
Trading Symbol | PHIO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,500,000 | ||
Entity Common Stock, Shares Outstanding | 1,150,582 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Boston, Massachusetts |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 11,781 | $ 24,057 |
Restricted cash | 50 | 50 |
Prepaid expenses and other current assets | 615 | 620 |
Total current assets | 12,446 | 24,727 |
Right of use asset | 161 | 283 |
Property and equipment, net | 183 | 133 |
Other assets | 24 | 27 |
Total assets | 12,814 | 25,170 |
Current liabilities: | ||
Accounts payable | 779 | 283 |
Accrued expenses | 1,025 | 2,660 |
Lease liability | 135 | 125 |
Total current liabilities | 1,939 | 3,068 |
Lease liability, net of current portion | 35 | 170 |
Total liabilities | 1,974 | 3,238 |
Commitments and contingencies (Footnote 8) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 1,139,024 and 1,127,917 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 139,218 | 138,832 |
Accumulated deficit | (128,380) | (116,900) |
Total stockholders’ equity | 10,838 | 21,932 |
Total liabilities, preferred stock and stockholders’ equity | 12,814 | 25,170 |
Series D Preferred Stock [Member] | ||
Temporary Equity Abstract | ||
Series D Preferred Stock, $0.0001 par value; 1 and 0 shares authorized, issued and outstanding at December 31, 2022 and December 31, 2021, respectively | $ 2 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,139,024 | 1,127,917 |
Common stock, shares outstanding | 1,139,024 | 1,127,917 |
Series D Preferred Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | |
Temporary Equity, Shares Outstanding | 1 | 0 |
Temporary Equity, Shares Authorized | 1 | 0 |
Temporary Equity, Shares Issued | 1 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 7,012 | $ 8,886 |
General and administrative | 4,450 | 4,625 |
Total operating expenses | 11,462 | 13,511 |
Operating loss | (11,462) | (13,511) |
Total other (expense) income, net | (18) | 224 |
Loss before income taxes | (11,480) | (13,287) |
Provision for income taxes | 0 | 0 |
Net loss | $ (11,480) | $ (13,287) |
Net loss per common share: | ||
Basic | $ (10.10) | $ (12.43) |
Diluted | $ (10.10) | $ (12.43) |
Weighted average number of common shares outstanding | ||
Basic | 1,136,566 | 1,069,234 |
Diluted | 1,136,566 | 1,069,234 |
CONSOLIDATED STATEMENTS OF PREF
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock Series D [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 116,630 | $ (103,613) | $ 13,017 | ||
Balance at beginning, shares at Dec. 31, 2020 | 481,749 | ||||
Issuance of common stock, pre-funded warrants and warrants in connection with private placement, net of offering costs | 12,669 | 12,669 | |||
Issuance of common stock, pre-funded warrants and warrants in connection with private placement, net of offering costs, shares | 368,405 | ||||
Issuance of common stock in registered direct offering, net of offering costs | 6,908 | 6,908 | |||
Issuance of common stock in registered direct offering, net of offering costs, shares | 187,232 | ||||
Issuance of common stock upon the exercise of warrants | 2,146 | 2,146 | |||
Issuance of common stock upon the exercise of warrants, shares | 90,276 | ||||
Issuance of common stock upon vesting of restricted stock units | |||||
Issuance of common stock upon vesting of restricted stock units, shares | 279 | ||||
Shares withheld for payroll taxes | (1) | (1) | |||
Shares withheld for payroll taxes, shares | (24) | ||||
Stock-based compensation expense | 480 | 480 | |||
Net loss | (13,287) | (13,287) | |||
Ending balance, value at Dec. 31, 2021 | 138,832 | (116,900) | 21,932 | ||
Balance at ending, shares at Dec. 31, 2021 | 1,127,917 | ||||
Issuance of common stock upon vesting of restricted stock units | |||||
Issuance of common stock upon vesting of restricted stock units, shares | 14,043 | ||||
Shares withheld for payroll taxes | (28) | (28) | |||
Shares withheld for payroll taxes, shares | (2,936) | ||||
Issuance of preferred stock | 2 | ||||
Stock-based compensation expense | 414 | 414 | |||
Net loss | (11,480) | (11,480) | |||
Issuance of preferred stock, shares | 1 | ||||
Ending balance, value at Dec. 31, 2022 | $ 2 | $ 139,218 | $ (128,380) | $ 10,838 | |
Balance at ending, shares at Dec. 31, 2022 | 1 | 1,139,024 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (11,480) | $ (13,287) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 71 | 75 |
Amortization of right of use asset | 122 | 117 |
Non-cash stock-based compensation | 414 | 480 |
Forgiveness of debt | 0 | (233) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 8 | 241 |
Accounts payable | 496 | (445) |
Accrued expenses | (1,635) | 1,310 |
Lease liability | (125) | (116) |
Net cash used in operating activities | (12,129) | (11,858) |
Cash flows from investing activities: | ||
Cash paid for purchase of property and equipment | (121) | (51) |
Net cash used in investing activities | (121) | (51) |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock and warrants | 0 | 19,577 |
Net proceeds from the exercise of warrants | 0 | 2,146 |
Payments of taxes for net share settled restricted stock unit issuances | (28) | (1) |
Net proceeds from the issuance of preferred stock | 2 | 0 |
Net cash (used in) provided by financing activities | (26) | 21,722 |
Net (decrease) increase in cash and restricted cash | (12,276) | 9,813 |
Cash and restricted cash at the beginning of period | 24,107 | 14,294 |
Cash and restricted cash at the end of period | $ 11,831 | $ 24,107 |
Reconciliation of Cash
Reconciliation of Cash - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Cash | $ 11,781 | $ 24,057 | |
Restricted cash | 50 | 50 | |
Total cash and restricted cash | $ 11,831 | $ 24,107 | $ 14,294 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Nature of Operations Phio Pharmaceuticals Corp. (“ Phio we our Company The Company continues to respond to and monitor the ongoing coronavirus pandemic. The Company believes that the coronavirus pandemic has not had a significant impact on its financial condition and results of operations, however, the extent to which the coronavirus pandemic may materially impact our financial results and operations will depend on a number of factors, including the availability of supplies and services we rely on, the ability to enroll subjects in our clinical trials, the emergence of variant strains of the coronavirus, the development, availability, and public acceptance of effective treatments and vaccines, and the duration of the coronavirus pandemic, which remain difficult to predict and are highly uncertain. Liquidity The Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock, which may be adversely impacted by the coronavirus pandemic, rates of inflation and the ongoing conflict between Russia and Ukraine. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations or seek to merge with or to be acquired by another company. The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received product revenues. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s current cash resources may not provide sufficient capital to fund operations for at least the next 12 months from the date of the release of these financial statements. The continuation of the Company as a going concern depends upon the Company’s ability to raise additional capital through an equity offering, debt offering or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Reverse Stock Split Effective January 26, 2023, the Company completed a 1-for-12 reverse stock split Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes, and the valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ materially from these estimates. Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances in several accounts with a financial institution that management believes is creditworthy, which at times are in excess of federally insured limits. These accounts are insured by the Federal Deposit Insurance Corporation for up to $ 250,000 Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method based on the estimated useful lives of the related assets. The Company provides for depreciation over the assets’ estimated useful lives as follows: Schedule of estimated useful lives Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements Lesser of remaining lease term or 5 years Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment annually or whenever an event or change in circumstance occurs in which the related carrying amounts may not be recoverable. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. As of December 31, 2022 and 2021, the Company believes no Leases At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. For leases with a term greater than one year, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term at the commencement date of the lease. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases, including scheduled increases, are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method. Derivative Financial Instruments Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made. Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, research activities under our research collaborations, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Accrued liabilities for the services provided by contract research organizations are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. Collaborative Arrangements The Company follows the provisions of the Financial Accounting Standards Board (the “ FASB ASC Collaborative Arrangements Topic 808 Revenue from Contracts with Customers Topic 606 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as general and administrative costs as incurred. Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 RSUs Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Accordingly, we are also required to estimate forfeitures at the time of grant and to revise those estimates in subsequent periods if actual forfeitures differ from estimates. We use historical data to estimate pre-vesting award forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Our forfeiture rate estimates are based on an analysis of our actual forfeiture experience, employee turnover behavior, and other factors. The impact of any adjustments to our forfeiture rates or to the extent that actual forfeitures differ from our estimates, is recorded as a cumulative adjustment in the period the estimates are revised. Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares outstanding, except where such dilutive potential common shares would be anti-dilutive. Dilutive potential common shares primarily consist of warrants, RSUs and stock options. Recent Accounting Pronouncements In May 2021, the FASB issued Accounting Standards Update 2021-04, “ Earnings per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) ASU 2021-04 |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and License Agreements | 2. Collaboration and License Agreements AgonOx, Inc. (“ AgonOx In March 2021, the Company entered into a clinical co-development collaboration agreement (the “ Clinical Agreement DP TIL 4,000,000 The Company will recognize its share of costs arising from research and development activities performed by AgonOx in the Company’s financial statements in the period AgonOx incurs such expense. Phio will be entitled to certain future development milestones and low single-digit sales-based royalty payments from AgonOx’s licensing of its DP TIL technology. The Company recognized approximately $ 130,000 No There was approximately $ 120,000 Advanced RNA Technologies, LLC (“ Advirna In September 2011, the Company entered into an agreement with Advirna, pursuant to which Advirna assigned to us its existing patent and technology rights related to the INTASYL technology in exchange for an annual maintenance fee of $ 100,000 5 Phio’s rights under the Advirna agreement will expire upon the later of: (i) the expiration of the last-to-expire of the “patent rights” (as defined therein) included in the agreement; or (ii) the abandonment of the last-to-be abandoned of such patents, unless earlier terminated in accordance with the provisions of the agreement. Further, the Company also granted back to Advirna a license under the assigned patent and technology rights for fields of use outside human therapeutics. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The Company follows the provisions of the FASB ASC Topic 820, “ Fair Value Measurement Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. At December 31, 2022 and 2021, the Company categorized its restricted cash of $ 50,000 The carrying amounts of cash, accounts payable and accrued expenses of the Company approximate their fair values due to their short-term nature. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment The following table summarizes the Company’s major classes of property and equipment, in thousands: Schedule of property and equipment December 31, 2022 2021 Computer equipment $ 116 $ 108 Machinery & equipment 1,077 1,035 Furniture & fixtures 119 49 Leasehold improvements 46 46 Total gross fixed assets 1,358 1,238 Less: accumulated depreciation and amortization (1,175 ) (1,105 ) Property and equipment, net $ 183 $ 133 Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $ 71,000 75,000 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following, in thousands: Schedule of accrued expenses and other current liabilities December 31, 2022 2021 Compensation and benefits $ 408 $ 572 Professional fees 97 102 Research and development costs 501 1,986 Other 19 – Total accrued expenses $ 1,025 $ 2,660 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases In January 2019, the Company amended the lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts. The lease is for a total of 7,581 March 31, 2024 The lease for our corporate headquarters represents all of our significant lease obligations. The amounts reported in the consolidated balance sheets for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except the lease term (number of years) and discount rate: Schedule of lease amounts recorded in balance sheet December 31, 2022 2021 Assets Right of use asset $ 161 $ 283 Liabilities Lease liability, current 135 125 Lease liability, non-current 35 170 Total lease liability $ 170 $ 295 Lease Term and Discount Rate Weighted average remaining lease term 1.25 2.25 Weighted average discount rate 4.70 4.70 Operating lease costs included in operating expense were $ 132,000 Cash paid for the amounts included in the measurement of the operating lease liability on the Company’s consolidated balance sheets and included within changes in the lease liability in the operating activities of our consolidated statements of cash flows was $ 135,000 132,000 Future lease payments for our non-cancellable operating leases and a reconciliation to the carrying amount of the operating lease liability presented in the consolidated balance sheet as of December 31, 2022 is as follows, in thousands: Aggregate future minimum lease payments 2023 $ 140 2024 35 Total lease payments 175 Less: Imputed interest (5 ) Total operating lease liabilities (includes current portion) $ 170 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt In May 2020, the Company received loan proceeds pursuant to the Paycheck Protection Program (the “ PPP Debt ASC 470 233 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Commitments In March 2021, the Company entered into a Clinical Agreement with AgonOx to develop a T cell-based therapy using the Company’s lead product candidate, PH-762, and AgonOx’s DP TIL technology. Per the terms of the Clinical Agreement, the Company committed to make future payments of up to $ 4,000,000 The Company applies the disclosure provisions of the FASB ASC Topic 460, “ Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ASC 460 Refer to Note 6 for more information about the Company’s obligations under its non-cancellable lease for its corporate headquarters. License Commitments As part of its business, the Company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon progress through clinical trials, upon approval of the product by a regulatory agency and/or upon a percentage of sales of the product pursuant to such agreements. The expenditures required under these arrangements may be material individually in relation to any product candidates covered by the intellectual property licensed under any such arrangement, and material in the aggregate in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period. Due to the contingent nature of these payments, they are not included in the table of contractual obligations shown below. During the years ended December 31, 2022 and 2021, the Company did no The Company’s contractual license obligations that will require future cash payments as of December 31, 2022, which result from payments expected in connection with annual license fees, are as follows, in thousands: Schedule of future cash payments for contractual license obligations Year Ending December 31, 2023 $ 100 2024 100 2025 100 2026 100 2027 100 Thereafter 200 Total $ 700 Litigation From time to time, the Company may become a party to various legal proceedings and complaints arising in the ordinary course of business. To the Company’s knowledge, it is not currently a party to any actual or threatened material legal proceedings. Accordingly, there were no |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | 9. Preferred Stock The Company has authorized up to 10,000,000 0.0001 one On November 16, 2022, the Company issued and sold one 0.0001 Series D Preferred Stock 1,750 17,500,000 Amended Certificate Reverse Stock Split The Series D Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series D Preferred Stock had no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series D Preferred Stock was not entitled to receive dividends of any kind. Under its terms, the outstanding share of Series D Preferred Stock was to be redeemed in whole, but not in part, at any time: (i) if such redemption was approved by the Board of Directors in its sole discretion or (ii) automatically and effective upon the approval by the Company's stockholders of a Reverse Stock Split. Upon such redemption, the holder of the Series D Preferred Stock was entitled to receive consideration of $ 1,750 The Series D Preferred Stock has been classified outside of permanent equity (within the mezzanine section between liabilities and equity on the balance sheets) as the Company may not be able to control the actions necessary to provide for a redemption in full of the then outstanding Series D Preferred Stock. The Series D Preferred Stock was redeemed in whole on January 4, 2023, upon the approval by the Company’s stockholders of a Reverse Stock Split. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity January 2021 Private Placement — 368,405 36.84 11,672 36.828 285,061 36.00 Private Placement HCW 28,509 46.05 12,669,000 February 2021 Registered Direct Offering — 187,232 41.04 Offering 14,044 51.30 6,908,000 Warrants The Company first assesses the warrants it issues under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 The Company then applies and follows the applicable accounting guidance in the FASB ASC Topic 815, “ Derivatives and Hedging. The following table summarizes the Company’s outstanding equity-classified warrants at December 31, 2022: Summary of outstanding warrants Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance December 31, Description Price Date 2021 Issued Exercised Expired 2022 April 2018 Warrants $ 2,079.00 5/31/2023 1,720 – – – 1,720 April 2018 Placement Agent Warrants $ 2,676.00 4/9/2023 117 – – – 117 October 2018 Warrants $ 125.40 10/3/2025 32,486 – – – 32,486 October 2018 Underwriter Warrants $ 156.72 10/1/2023 2,438 – – – 2,438 November 2019 Placement Agent Warrants $ 82.50 11/18/2024 1,138 – – – 1,138 February 2020 Registered Direct Warrants $ 104.52 8/6/2025 16,425 – – – 16,425 February 2020 Placement Agent Warrants $ 132.45 2/4/2025 1,233 – – – 1,233 February 2020 Warrants $ 48.00 2/13/2025 110,557 – – – 110,557 February 2020 Underwriter Warrants $ 60.00 2/11/2025 12,501 – – – 12,501 April 2020 Warrants $ 26.52 10/2/2025 35,691 – – – 35,691 April 2020 Placement Agent Warrants $ 35.0256 3/31/2025 3,481 – – – 3,481 January 2021 Warrants $ 36.00 7/27/2026 285,061 – – – 285,061 January 2021 Placement Agent Warrants $ 46.05 7/27/2026 28,509 – – – 28,509 February 2021 Placement Agent Warrants $ 51.30 2/12/2026 14,044 – – – 14,044 545,401 – – – 545,401 No 2,146 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 11. Stock-based Compensation Stock Plans The Company’s approved equity plans include the Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan (the “ 2020 Plan 2012 Plan As of December 31, 2022, there were an aggregate of 105,640 141 47,328 43,807 Restricted Stock Units RSUs are issued under the 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees. RSUs are generally subject to graded vesting and the satisfaction of service requirements. Upon vesting, each outstanding RSU will be settled for one share of the Company’s common stock. Employee RSU recipients may elect to net share settle upon vesting, in which case the Company pays the employee’s income taxes due upon vesting and withholds a number of shares of equal value. The fair value of the RSUs awarded are based upon the Company’s closing stock price at the grant date and are expensed over the requisite service period. The following table summarizes the activity of the Company’s RSUs for the year ended December 31, 2022: Summary of RSU activity Number Weighted- Unvested units at December 31, 2021 30,592 $ 38.52 Granted 61,250 10.08 Vested (14,043 ) 39.72 Forfeited (30,471 ) 17.40 Unvested units at December 31, 2022 47,328 $ 15.00 The weighted-average fair value of RSUs granted during the years ended December 31, 2022 and 2021 was $ 10.08 35.28 Stock-based compensation expense related to RSUs was $ 401,000 443,000 The aggregate fair value of awards that vested during the years ended December 31, 2022 and 2021 was $ 138,000 9,000 As of December 31, 2022, the compensation expense for all unvested RSUs in the amount of approximately $ 458,000 1.60 Stock Options Stock options are available for issuance under the 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees. Stock options are generally subject to graded vesting and the satisfaction of service requirements. Upon the exercise of a stock option, the Company issues new shares and delivers them to the recipient. The Company does not expect to repurchase shares to satisfy stock option exercises. The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. The risk-free interest rate used for each grant was based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. As the Company has limited stock option exercise information, the expected life assumption used for option grants is based upon the simplified method provided for under ASC 718. The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The Company did not grant stock options during the years ended December 31, 2022 and 2021. The following table summarizes the activity of the Company’s stock option plan for the year ended December 31, 2022: Summary of Stock Option Activity Total Number Weighted- Weighted- Aggregate Balance at December 31, 2021 208 $ 40,822.80 Granted – – Exercised – – Unvested shares cancelled (6 ) 1,181.40 Vested shares cancelled (61 ) 93,016.68 Balance at December 31, 2022 141 $ 19,761.12 5.18 $ – Exercisable at December 31, 2022 141 $ 19,761.12 5.18 $ – Stock-based compensation expense related to stock options for the years ended December 31, 2022 and 2021 was $ 13,000 37,000 As of December 31, 2022, the compensation expense for all unvested stock options was recognized in the Company’s results of operations. There is no income tax benefit as the Company is currently operating at a loss and an actual income tax benefit may not be realized. Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the years ended December 31, 2022 and 2021, in thousands: Details of Stock-based Compensation Expense December 31, 2022 2021 Research and development $ 154 $ 117 General and administrative 260 363 Total stock-based compensation $ 414 $ 480 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The provision for income taxes for the years ended December 31, 2022 and 2021 are as follows, in thousands: Components of Federal and State Income Tax Expense Years Ended December 31, 2022 2021 Current Federal $ – $ – State – – Total current – – Deferred Federal (1,733 ) (3,016 ) State (553 ) (1,329 ) Total deferred (2,286 ) (4,345 ) Valuation allowance 2,286 4,345 Total provision for income taxes $ – $ – The following table presents a reconciliation of the U.S. statutory tax rate to the Company’s actual effective income tax rate: Schedule of effective income tax reconciliation Years Ended December 31, 2022 2021 Federal statutory rate 21.0 21.0 State income taxes, net of federal benefit 7.4 8.5 Non-deductible expenses (0.8) 0.2 Income tax credits 3.2 4.3 Valuation allowance ( 30.8 ) ( 34.0 ) Effective tax rate 0.0 0.0 The Company recognizes deferred tax assets and liabilities to reflect the tax effects of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with ASC 740. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the Company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the Company’s income tax provision or benefit. The significant components of the Company’s net deferred tax assets and liabilities are as follows, in thousands: Schedule of deferred tax assets Years Ending December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 11,808 $ 10,150 Tax credit carryforwards 1,227 946 Stock-based compensation 435 1,363 Capitalized research and development expenses 1,662 – License fees 1,680 2,018 Lease liability 46 79 Other timing differences 120 169 Deferred tax assets 16,978 14,725 Deferred tax liabilities: Right of use asset (43 ) (76 ) Deferred tax liability (43 ) (76 ) Valuation allowance (16,935 ) (14,649 ) Net deferred tax asset $ – $ – The Tax Cuts and Jobs Act of 2017 included a provision that requires the capitalization and amortization of research and development costs incurred in tax years beginning after December 31, 2021. Under this provision, U.S.-based research and development expenses are amortized over a period of five years and non-U.S.-based research and development expenses are amortized over a period of 15 years. The deferred tax assets as of December 31, 2022 included capitalized research and development expenses of $ 1,662,000 The Company evaluated the realizability of its net deferred tax assets and concluded that, in accordance with the applicable accounting standards, that it is more likely than not that the Company may not realize the benefit of all of its deferred tax assets. Accordingly, a valuation allowance against 100% of its deferred tax assets has been recorded. Significant judgment is required in the evaluation of deferred tax benefits and differences in future results from our estimates could result in material differences in the realization of these assets. As of December 31, 2022, the Company had federal net operating loss (“ NOL 49,200,000 23,200,000 48,879,000 321,000 2037 2038 819,000 517,000 2041 2036 Ownership changes may limit the amount of NOL carryforwards or tax credit carryforwards that can be utilized to offset future taxable income or tax liability. Pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “ Code During 2021, the Company completed an assessment of the available NOL and tax credit carryforwards under Sections 382 and 383 of the Code and determined that the Company underwent six ownership changes during the period from 2012 to 2021. As a result, NOL and tax credit carryforwards attributable to the pre-ownership changes are subject to substantial annual limitations under Section 382 and 383 of Code due to the ownership changes. The Company adjusted its NOL and tax credit carryforwards to address the impact of the ownership changes. For the years ended prior to December 31, 2021, federal and state NOLs of $ 55,000,000 70,000,000 1,400,000 700,000 The Company assesses the need to conduct an ownership change analysis to determine whether any changes occurred in ownership that would limit NOL or tax credit carryforwards on an annual basis. Due to the minimal number of share issuances during the year, the Company did not conduct an ownership change analysis in 2022. The Company may experience ownership changes in the future as a result of subsequent shifts in stock ownership, some of which may be outside of the Company’s control. The recognition and measurement of benefits related to the Company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. The Company follows a more-likely-than not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken in a tax return. The guidance relates to, amongst other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Any interest and penalties accrued related to uncertain tax positions are recorded as tax expense. Differences between actual results and the Company’s assumptions or changes in the Company’s assumptions in future periods are recorded in the period they become known. The Company has not recorded any uncertain tax positions as of December 31, 2022 or 2021. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expenses. The Company files income tax returns in the United States, Massachusetts and New Jersey. The Company is subject to tax examinations for federal and state purposes for tax years 2014 through 2022. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per common share: | |
Net Loss per Share | 13. Net Loss per Share The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: Schedule of antidilutive stock December 31, 2022 2021 Options to purchase common stock 141 208 Unvested restricted stock units 47,328 30,592 Warrants to purchase common stock 545,401 545,401 Total 592,870 576,201 |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Phio Pharmaceuticals Corp. (“ Phio we our Company The Company continues to respond to and monitor the ongoing coronavirus pandemic. The Company believes that the coronavirus pandemic has not had a significant impact on its financial condition and results of operations, however, the extent to which the coronavirus pandemic may materially impact our financial results and operations will depend on a number of factors, including the availability of supplies and services we rely on, the ability to enroll subjects in our clinical trials, the emergence of variant strains of the coronavirus, the development, availability, and public acceptance of effective treatments and vaccines, and the duration of the coronavirus pandemic, which remain difficult to predict and are highly uncertain. |
Liquidity | Liquidity The Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock, which may be adversely impacted by the coronavirus pandemic, rates of inflation and the ongoing conflict between Russia and Ukraine. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations or seek to merge with or to be acquired by another company. The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received product revenues. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s current cash resources may not provide sufficient capital to fund operations for at least the next 12 months from the date of the release of these financial statements. The continuation of the Company as a going concern depends upon the Company’s ability to raise additional capital through an equity offering, debt offering or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. |
Reverse Stock Split | Reverse Stock Split Effective January 26, 2023, the Company completed a 1-for-12 reverse stock split |
Uses of Estimates in Preparation of Financial Statements | Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes, and the valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ materially from these estimates. |
Restricted Cash | Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances in several accounts with a financial institution that management believes is creditworthy, which at times are in excess of federally insured limits. These accounts are insured by the Federal Deposit Insurance Corporation for up to $ 250,000 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method based on the estimated useful lives of the related assets. The Company provides for depreciation over the assets’ estimated useful lives as follows: Schedule of estimated useful lives Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements Lesser of remaining lease term or 5 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment annually or whenever an event or change in circumstance occurs in which the related carrying amounts may not be recoverable. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. As of December 31, 2022 and 2021, the Company believes no |
Leases | Leases At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. For leases with a term greater than one year, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term at the commencement date of the lease. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases, including scheduled increases, are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method. |
Derivative Financial Instruments | Derivative Financial Instruments Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made. |
Research and Development Expenses | Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, research activities under our research collaborations, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Accrued liabilities for the services provided by contract research organizations are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. |
Collaborative Arrangements | Collaborative Arrangements The Company follows the provisions of the Financial Accounting Standards Board (the “ FASB ASC Collaborative Arrangements Topic 808 Revenue from Contracts with Customers Topic 606 |
Patents and Patent Application Costs | Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as general and administrative costs as incurred. |
Stock-based Compensation | Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 RSUs Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Accordingly, we are also required to estimate forfeitures at the time of grant and to revise those estimates in subsequent periods if actual forfeitures differ from estimates. We use historical data to estimate pre-vesting award forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Our forfeiture rate estimates are based on an analysis of our actual forfeiture experience, employee turnover behavior, and other factors. The impact of any adjustments to our forfeiture rates or to the extent that actual forfeitures differ from our estimates, is recorded as a cumulative adjustment in the period the estimates are revised. |
Income Taxes | Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares outstanding, except where such dilutive potential common shares would be anti-dilutive. Dilutive potential common shares primarily consist of warrants, RSUs and stock options. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2021, the FASB issued Accounting Standards Update 2021-04, “ Earnings per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) ASU 2021-04 |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements Lesser of remaining lease term or 5 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2022 2021 Computer equipment $ 116 $ 108 Machinery & equipment 1,077 1,035 Furniture & fixtures 119 49 Leasehold improvements 46 46 Total gross fixed assets 1,358 1,238 Less: accumulated depreciation and amortization (1,175 ) (1,105 ) Property and equipment, net $ 183 $ 133 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities December 31, 2022 2021 Compensation and benefits $ 408 $ 572 Professional fees 97 102 Research and development costs 501 1,986 Other 19 – Total accrued expenses $ 1,025 $ 2,660 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease amounts recorded in balance sheet | Schedule of lease amounts recorded in balance sheet December 31, 2022 2021 Assets Right of use asset $ 161 $ 283 Liabilities Lease liability, current 135 125 Lease liability, non-current 35 170 Total lease liability $ 170 $ 295 Lease Term and Discount Rate Weighted average remaining lease term 1.25 2.25 Weighted average discount rate 4.70 4.70 |
Aggregate future minimum lease payments | Aggregate future minimum lease payments 2023 $ 140 2024 35 Total lease payments 175 Less: Imputed interest (5 ) Total operating lease liabilities (includes current portion) $ 170 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future cash payments for contractual license obligations | Schedule of future cash payments for contractual license obligations Year Ending December 31, 2023 $ 100 2024 100 2025 100 2026 100 2027 100 Thereafter 200 Total $ 700 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of outstanding warrants | Summary of outstanding warrants Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance December 31, Description Price Date 2021 Issued Exercised Expired 2022 April 2018 Warrants $ 2,079.00 5/31/2023 1,720 – – – 1,720 April 2018 Placement Agent Warrants $ 2,676.00 4/9/2023 117 – – – 117 October 2018 Warrants $ 125.40 10/3/2025 32,486 – – – 32,486 October 2018 Underwriter Warrants $ 156.72 10/1/2023 2,438 – – – 2,438 November 2019 Placement Agent Warrants $ 82.50 11/18/2024 1,138 – – – 1,138 February 2020 Registered Direct Warrants $ 104.52 8/6/2025 16,425 – – – 16,425 February 2020 Placement Agent Warrants $ 132.45 2/4/2025 1,233 – – – 1,233 February 2020 Warrants $ 48.00 2/13/2025 110,557 – – – 110,557 February 2020 Underwriter Warrants $ 60.00 2/11/2025 12,501 – – – 12,501 April 2020 Warrants $ 26.52 10/2/2025 35,691 – – – 35,691 April 2020 Placement Agent Warrants $ 35.0256 3/31/2025 3,481 – – – 3,481 January 2021 Warrants $ 36.00 7/27/2026 285,061 – – – 285,061 January 2021 Placement Agent Warrants $ 46.05 7/27/2026 28,509 – – – 28,509 February 2021 Placement Agent Warrants $ 51.30 2/12/2026 14,044 – – – 14,044 545,401 – – – 545,401 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSU activity | Summary of RSU activity Number Weighted- Unvested units at December 31, 2021 30,592 $ 38.52 Granted 61,250 10.08 Vested (14,043 ) 39.72 Forfeited (30,471 ) 17.40 Unvested units at December 31, 2022 47,328 $ 15.00 |
Summary of Stock Option Activity | Summary of Stock Option Activity Total Number Weighted- Weighted- Aggregate Balance at December 31, 2021 208 $ 40,822.80 Granted – – Exercised – – Unvested shares cancelled (6 ) 1,181.40 Vested shares cancelled (61 ) 93,016.68 Balance at December 31, 2022 141 $ 19,761.12 5.18 $ – Exercisable at December 31, 2022 141 $ 19,761.12 5.18 $ – |
Details of Stock-based Compensation Expense | Details of Stock-based Compensation Expense December 31, 2022 2021 Research and development $ 154 $ 117 General and administrative 260 363 Total stock-based compensation $ 414 $ 480 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Federal and State Income Tax Expense | Components of Federal and State Income Tax Expense Years Ended December 31, 2022 2021 Current Federal $ – $ – State – – Total current – – Deferred Federal (1,733 ) (3,016 ) State (553 ) (1,329 ) Total deferred (2,286 ) (4,345 ) Valuation allowance 2,286 4,345 Total provision for income taxes $ – $ – |
Schedule of effective income tax reconciliation | Schedule of effective income tax reconciliation Years Ended December 31, 2022 2021 Federal statutory rate 21.0 21.0 State income taxes, net of federal benefit 7.4 8.5 Non-deductible expenses (0.8) 0.2 Income tax credits 3.2 4.3 Valuation allowance ( 30.8 ) ( 34.0 ) Effective tax rate 0.0 0.0 |
Schedule of deferred tax assets | Schedule of deferred tax assets Years Ending December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 11,808 $ 10,150 Tax credit carryforwards 1,227 946 Stock-based compensation 435 1,363 Capitalized research and development expenses 1,662 – License fees 1,680 2,018 Lease liability 46 79 Other timing differences 120 169 Deferred tax assets 16,978 14,725 Deferred tax liabilities: Right of use asset (43 ) (76 ) Deferred tax liability (43 ) (76 ) Valuation allowance (16,935 ) (14,649 ) Net deferred tax asset $ – $ – |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per common share: | |
Schedule of antidilutive stock | Schedule of antidilutive stock December 31, 2022 2021 Options to purchase common stock 141 208 Unvested restricted stock units 47,328 30,592 Warrants to purchase common stock 545,401 545,401 Total 592,870 576,201 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details - Property useful lives) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of remaining lease term or 5 years |
Organization and Significant _4
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 26, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | 1-for-12 reverse stock split | ||
Cash, FDIC Insured Amount | $ 250,000 | ||
Impairment of Long-Lived Assets | $ 0 | $ 0 |
Collaboration and License Agr_2
Collaboration and License Agreements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Advirna [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Annual contractural obligation | $ 100,000 | |
Percentage of issuance of common shares from contractual obligations | 5% | |
Agon Ox Clinical Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total future payments from contractual obligations | $ 4,000,000 | |
Research and development expense | 130,000 | $ 0 |
Prepayments from contractual obligations | $ 120,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 50,000 | $ 50,000 |
Property and Equipment (Details
Property and Equipment (Details - Schedule of Property and Equipment) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 116 | $ 108 |
Machinery & equipment | 1,077 | 1,035 |
Furniture & fixtures | 119 | 49 |
Leasehold improvements | 46 | 46 |
Total gross fixed assets | 1,358 | 1,238 |
Less: accumulated depreciation and amortization | (1,175) | (1,105) |
Property and equipment, net | $ 183 | $ 133 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 71,000 | $ 75,000 |
Accrued Expenses (Details - Sch
Accrued Expenses (Details - Schedule of Accrued Expenses) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 408 | $ 572 |
Professional fees | 97 | 102 |
Research and development costs | 501 | 1,986 |
Other | 19 | 0 |
Total accrued expenses | $ 1,025 | $ 2,660 |
Leases (Details - Balance sheet
Leases (Details - Balance sheet lease items) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use asset | $ 161 | $ 283 |
Lease liability, current | 135 | 125 |
Lease liability, non-current | 35 | 170 |
Total lease liability | $ 170 | $ 295 |
Weighted average remaining lease term | 1 year 3 months | 2 years 3 months |
Operating Lease, Weighted Average Discount Rate, Percent | 4.70% | 4.70% |
Leases (Details - Future lease
Leases (Details - Future lease payments) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 140 | |
2024 | 35 | |
Total lease payments | 175 | |
Less: Imputed interest | (5) | |
Total operating lease liabilities (includes current portion) | $ 170 | $ 295 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Operating Lease, Cost | $ 132,000 | $ 132,000 |
Operating lease payments | $ 135,000 | $ 132,000 |
Property Subject to Operating Lease [Member] | ||
Operating lease footage | ft² | 7,581 | |
Lease expiration date | Mar. 31, 2024 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Gain on loan extinguishment | $ 0 | $ 233 |
PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gain on loan extinguishment | $ 233 |
Commitments and Contingencies -
Commitments and Contingencies - (Details - Future Cash Payments) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 100 |
2024 | 100 |
2025 | 100 |
2026 | 100 |
2027 | 100 |
Thereafter | 200 |
Total | $ 700 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone payments | $ 0 | $ 0 |
Contingent liabilities | 0 | |
AgonOx [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total future payments from contractual obligations | $ 4,000,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 16, 2022 | Nov. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Sale of preferred stock, value | ||||
Series D Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary Equity, Shares Authorized | 1 | 0 | ||
Temporary Equity Stock Issued During Period Shares New Issues | 1 | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Series D Preferred Stock voting rights | $ 17,500,000 | $ 17,500,000 | ||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 1,750 | |||
Series D Preferred Stock [Member] | Robert Bitterman [Member] | ||||
Temporary Equity [Line Items] | ||||
Sale of preferred stock, value | $ 1,750 |
Stockholders' Equity (Details -
Stockholders' Equity (Details - Warrants outstanding) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Warrants exercised | 0 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 545,401 | 545,401 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | April 2018 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 2,079 | |
Warrant expiration date | May 31, 2023 | |
Warrants outstanding | 1,720 | 1,720 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | April 2018 Placement Agent Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 2,676 | |
Warrant expiration date | Apr. 09, 2023 | |
Warrants outstanding | 117 | 117 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | October 2018 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 125.40 | |
Warrant expiration date | Oct. 03, 2025 | |
Warrants outstanding | 32,486 | 32,486 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | Option to purchase shares of common stock, shares | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 156.72 | |
Warrant expiration date | Oct. 01, 2023 | |
Warrants outstanding | 2,438 | 2,438 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | Nov 2019 Placement Agent Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 82.50 | |
Warrant expiration date | Nov. 18, 2024 | |
Warrants outstanding | 1,138 | 1,138 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | PPP Loan [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 104.52 | |
Warrant expiration date | Aug. 06, 2025 | |
Warrants outstanding | 16,425 | 16,425 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | Feb 2020 Placement Agent Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 132.45 | |
Warrant expiration date | Feb. 04, 2025 | |
Warrants outstanding | 1,233 | 1,233 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | Feb 2020 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 48 | |
Warrant expiration date | Feb. 13, 2025 | |
Warrants outstanding | 110,557 | 110,557 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | Feb 2020 Underwriter Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 60 | |
Warrant expiration date | Feb. 11, 2025 | |
Warrants outstanding | 12,501 | 12,501 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | April 2020 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 26.52 | |
Warrant expiration date | Oct. 02, 2025 | |
Warrants outstanding | 35,691 | 35,691 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | Income Tax Disclosure [Line Items] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 35.0256 | |
Warrant expiration date | Mar. 31, 2025 | |
Warrants outstanding | 3,481 | 3,481 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | January 2021 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 36 | |
Warrant expiration date | Jul. 27, 2026 | |
Warrants outstanding | 285,061 | 285,061 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | January 2021 Placement Agent Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 46.05 | |
Warrant expiration date | Jul. 27, 2026 | |
Warrants outstanding | 28,509 | 28,509 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Warrant [Member] | February 2021 Placement Agent Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 51.30 | |
Warrant expiration date | Feb. 12, 2026 | |
Warrants outstanding | 14,044 | 14,044 |
Warrants issued | 0 | |
Warrants exercised | 0 | |
Warrants expired | 0 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Warrants exercised shares | 0 | |||
Proceeds from Warrant Exercises | $ 0 | $ 2,146,000 | ||
Jan 2021 Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 368,405 | |||
Shares Issued, Price Per Share | $ 36.84 | |||
Proceeds from Issuance or Sale of Equity | $ 12,669,000 | |||
Jan 2021 Private Placement [Member] | Jan 2021 Pre Funded Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Issued, Price Per Share | $ 36.828 | |||
Warrants issued | 11,672 | |||
Jan 2021 Private Placement [Member] | Jan 2021 Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants issued | 285,061 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 36 | |||
Jan 2021 Private Placement [Member] | Jan 2021 Placement Agent Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants issued | 28,509 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 46.05 | |||
Feb 2021 Registered Direct Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 187,232 | |||
Shares Issued, Price Per Share | $ 41.04 | |||
Proceeds from Issuance or Sale of Equity | $ 6,908,000 | |||
Feb 2021 Registered Direct Offering [Member] | Feb 2021 Placement Agent Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants issued | 14,044 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 51.30 |
Stock-based Compensation (Detai
Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSU's unvested units, beginning balance | 30,592 | |
RSU beginning balance, price per share | $ 38.52 | |
RSU's granted | 61,250 | |
RSU's granted, price per share | $ 10.08 | $ 35.28 |
RSU's vested | (14,043) | |
RSU's vested, price per share | $ 39.72 | |
RSU's forfeited | (30,471) | |
RSU's forfeited, price per share | $ 17.40 | |
RSU's unvested units, ending balance | 47,328 | 30,592 |
RSU ending balance, price per share | $ 15 | $ 38.52 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details - Option activity) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Equity Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding | shares | 208 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 40,822.80 |
Options granted | shares | 0 |
Weighted-Average Exercise Price per Share, Granted | $ / shares | $ 0 |
Options exercised | shares | 0 |
Weighted-Average Exercise Price per Share, Options Unvested, Shares Cancelled | $ / shares | $ 1,181.40 |
Weighted-Average Exercise Price per Share, Options Vested, Shares Cancelled | $ / shares | $ 93,016.68 |
Options outstanding | shares | 141 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 19,761.12 |
Weighted-Average Contractual Term, Outstanding | 5 years 2 months 4 days |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Options exercisable | shares | 141 |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 19,761.12 |
Weighted-Average Contractual Term, Exercisable | 5 years 2 months 4 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Equity Option [Member] | Unvested Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options cancelled | shares | (6) |
Equity Option [Member] | Vested Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options cancelled | shares | (61) |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | $ 0 |
Stock-based Compensation (Det_3
Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 414 | $ 480 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 154 | 117 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 260 | $ 363 |
Stock-based Compensation (Det_4
Stock-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 414,000 | $ 480,000 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 47,328 | 30,592 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 10.08 | $ 35.28 |
Share-based compensation expense | $ 401,000 | $ 443,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 138,000 | $ 9,000 |
Unrecognized share-based compensation expense | $ 458,000 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 141 | 208 |
Share-based compensation expense | $ 13,000 | $ 37,000 |
Plan 2020 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 105,640 | |
Plan 2020 [Member] | Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 141 | |
Plan 2020 [Member] | Unvested RSU's [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 47,328 | |
Plan 2020 [Member] | Shares Available For Future Grants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 43,807 |
Income Taxes - (Details - Compo
Income Taxes - (Details - Components of Federal and State Income Tax Expense) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred | ||
Federal | 1,733 | 3,016 |
State | 553 | 1,329 |
Total deferred | 2,286 | 4,345 |
Valuation allowance | (2,286) | (4,345) |
Total provision for income taxes | $ 0 | $ 0 |
Income Taxes - (Details - Effec
Income Taxes - (Details - Effect Income Tax Rate Reconciliation) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State income taxes, net of federal benefit | 7.40% | 8.50% |
Non-deductible expenses | (0.80%) | 0.20% |
Income tax credits | 3.20% | 4.30% |
Valuation allowance | 30.80% | 34% |
Effective tax rate | 0% | 0% |
Income Taxes - (Details - Com_2
Income Taxes - (Details - Components of Net Deferred Tax Assets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 11,808,000 | $ 10,150,000 |
Tax credit carryforwards | 1,227,000 | 946,000 |
Stock-based compensation | 435,000 | 1,363,000 |
Capitalized research and development expenses | 1,662,000 | 0 |
License fees | 1,680,000 | 2,018,000 |
Lease liability | 46,000 | 79,000 |
Other timing differences | 120,000 | 169,000 |
Deferred tax assets | 16,978,000 | 14,725,000 |
Deferred tax liabilities: | ||
Right of use asset | (43,000) | (76,000) |
Deferred tax liability | (43,000) | (76,000) |
Valuation allowance | (16,935,000) | (14,649,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax asset, research and development cost | $ 1,662,000 | $ 0 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 49,200,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 48,879,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 321,000 | |
Tax Credit Carryforward, Amount | $ 819,000 | |
Tax Credit Carryforward, Expiration Date | Dec. 31, 2041 | |
Reduction in operating loss carryforwards | 55,000,000 | |
Reduction in tax credit carryforward deferred tax asset | 1,400,000 | |
Federal [Member] | Net Operating Loss Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 23,200,000 | |
Tax Credit Carryforward, Amount | $ 517,000 | |
Tax Credit Carryforward, Expiration Date | Dec. 31, 2036 | |
Reduction in operating loss carryforwards | 70,000,000 | |
Reduction in tax credit carryforward deferred tax asset | $ 700,000 | |
State [Member] | Net Operating Loss Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2038 |
Net Loss per Share (Details - A
Net Loss per Share (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 592,870 | 576,201 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 141 | 208 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 47,328 | 30,592 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 545,401 | 545,401 |