Phio Pharmaceuticals (PHIO) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
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	11 Apex Drive
Entity Address, Address Line Two	Suite 300A PMB 2006
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			$ 5,700,000
Entity Common Stock, Shares Outstanding		4,591,700
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	243
Auditor Name	BDO USA, P.C.
Auditor Location	Boston, Massachusetts

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 8,490	$ 11,781
Restricted cash	0	50
Prepaid expenses and other current assets	832	615
Total current assets	9,322	12,446
Right of use asset	33	161
Property and equipment, net	6	183
Other assets	3	24
Total assets	9,364	12,814
Current liabilities:
Accounts payable	657	779
Accrued expenses	942	1,025
Lease liability	35	135
Total current liabilities	1,634	1,939
Lease liability, net of current portion	0	35
Total liabilities	1,634	1,974
Commitments and contingencies (Footnote 7)
Series D Preferred Stock, $0.0001 par value; 0 and 1 shares authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively	0	2
Stockholders’ equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized; 3,747,329 and 1,139,024 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	146,936	139,218
Accumulated deficit	(139,206)	(128,380)
Total stockholders’ equity	7,730	10,838
Total liabilities, preferred stock and stockholders’ equity	$ 9,364	$ 12,814

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	0	1
Temporary equity, shares issued	0	1
Temporary equity, shares outstanding	0	1
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	3,747,329	1,139,024
Common stock, shares outstanding	3,747,329	1,139,024

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 6,332,000	$ 7,012,000
General and administrative	4,366,000	4,450,000
Loss on impairment of property and equipment	126,000	0
Total operating expenses	10,824,000	11,462,000
Operating loss	(10,824,000)	(11,462,000)
Total other expense, net	(2,000)	(18,000)
Net loss	$ (10,826,000)	$ (11,480,000)

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net loss per common share, Basic	$ (5.20)	$ (10.10)
Net loss per common share, Diluted	$ (5.20)	$ (10.10)
Weighted average number of common shares outstanding, Basic	2,083,569	1,136,566
Weighted average number of common shares outstanding, Diluted	2,083,569	1,136,566

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, 2021	$ 0	$ 0	$ 138,832	$ (116,900)	$ 21,932
Balance at beginning, 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
Issuance of preferred stock, shares	1
Stock-based compensation expense			414		414
Net loss				(11,480)	(11,480)
Ending balance, value at Dec. 31, 2022	$ 2	$ 0	139,218	(128,380)	10,838
Balance at ending, shares at Dec. 31, 2022	1	1,139,024
Cash-in-lieu of fractional shares for reverse stock split			(11)		(11)
Cash-in-lieu of fractional shares for reverse stock split, shares		(1,706)
Redemption of preferred stock	$ (2)
Redemption of preferred stock, shares	(1)
Issuance of common stock and warrants, net of offering costs			7,452		7,452
Issuance of common stock and warrants, net of offering costs, shares		1,963,511
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares		628,935
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		23,414
Shares withheld for payroll taxes			(26)		(26)
Shares withheld for payroll taxes, shares		(5,849)
Stock-based compensation expense			303		303
Net loss				(10,826)	(10,826)
Ending balance, value at Dec. 31, 2023	$ 0	$ 0	$ 146,936	$ (139,206)	$ 7,730
Balance at ending, shares at Dec. 31, 2023		3,747,329

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (10,826,000)	$ (11,480,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	56,000	71,000
Amortization of right of use asset	128,000	122,000
Impairment of property and equipment	126,000	0
Stock-based compensation	303,000	414,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(196,000)	8,000
Accounts payable	(122,000)	496,000
Accrued expenses	(83,000)	(1,635,000)
Lease liability	(135,000)	(125,000)
Net cash used in operating activities	(10,749,000)	(12,129,000)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	(5,000)	(121,000)
Net cash used in investing activities	(5,000)	(121,000)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and warrants	7,452,000	0
Net proceeds from the issuance of preferred stock	0	2,000
Cash-in-lieu of fractional shares for reverse stock split	(11,000)	0
Redemption of Series D Preferred Stock	(2,000)	0
Payment of taxes on net share settlements of restricted stock units	(26,000)	(28,000)
Net cash provided by (used in) financing activities	7,413,000	(26,000)
Net decrease in cash and restricted cash	(3,341,000)	(12,276,000)
Cash and restricted cash at the beginning of period	11,831,000	24,107,000
Cash and restricted cash at the end of period	$ 8,490,000	$ 11,831,000

Reconciliation of Cash and Rest

Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cash	$ 8,490	$ 11,781
Restricted cash	0	50
Total cash and restricted cash	$ 8,490	$ 11,831	$ 24,107

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (10,826)	$ (11,480)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Significant Ac

Organization and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Organization and Significant Accounting Policies	1. Organization and Significant Accounting Policies Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Phio was incorporated in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics. Basis of Presentation The accompanying consolidated 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 the Company and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Segments The Company operates as one operating segment and all assets are located in the United States. Reverse Stock Split Effective January 26, 2023, the Company completed a 1-for-12 reverse stock split Reverse Stock Split RSU 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, and the valuation allowance on our deferred tax assets. On an ongoing basis the Company evaluates its estimates and bases its estimates on historical experience and other relevant assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates. 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. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, the Company would be forced to scale back or terminate its 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, negative operating cash flows 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 consolidated 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 and/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 consolidated 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. 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 reputable financial institution that management believes is creditworthy, and 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 The Company relies, and expects to continue to rely, on a small number of vendors to perform research activities and clinical trial activities that continue to progress its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the related processes of these vendors. 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 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. 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 Stock-based compensation expense recognized in the consolidated 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 consolidated financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . 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. 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 November 2023, the FASB issued Accounting Standards Update (“ ASU Segment Reporting (Topic 280) – Improvements to Reporting Segment Disclosures” ASU 2023-07 The enhanced disclosures are required to be applied retrospectively to all prior periods presented in the financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” ASU 2023-09

Collaboration Agreement

Collaboration Agreement	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaboration Agreement	2. Collaboration Agreement AgonOx, Inc. (“ AgonOx In February 2021, the Company entered into a clinical co-development collaboration agreement (the “ Clinical Co-Development 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 consolidated 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 $ 1,115,000 130,000 There is approximately $ 2,757,000

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2023
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, the Company categorized its restricted cash of $ 50,000 The assets classified as Level 2 have initially been valued at the applicable transaction price and subsequently valued, at the end of each reporting period, using other market observable data. Observable market data points include quoted prices, interest rates, reportable trades and other industry and economic events. 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, 2023
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, 2023 2022 Computer equipment $ 62 $ 116 Machinery & equipment 964 1,077 Furniture & fixtures 70 119 Leasehold improvements 46 46 Total gross fixed assets 1,142 1,358 Less: accumulated depreciation and amortization (1,136 ) (1,175 ) Property and equipment, net $ 6 $ 183 Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $ 56,000 71,000 In November 2023, the Company decided not to renew the lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts. Beginning in April of 2024, we expect to continue operations as a remote business with a small laboratory facility. Based on this evaluation, the Company determined that long-lived assets with a carrying amount of $ 126,000 126,000 no

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued Expenses	5. Accrued Expenses Accrued expenses consist of the following, in thousands: Schedule of accrued expenses December 31, 2023 2022 Compensation and benefits $ 222 $ 408 Professional fees 126 97 Research and development costs 517 501 Other 77 19 Total accrued expenses $ 942 $ 1,025

Leases

Leases	12 Months Ended
	Dec. 31, 2023
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 the Company’s corporate headquarters represents all of its significant lease obligations. The amounts reported in the consolidated balance sheets for the operating lease 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, 2023 2022 Assets Right of use asset $ 33 $ 161 Liabilities Lease liability, current 35 135 Lease liability, non-current – 35 Total lease liability $ 35 $ 170 Lease Term and Discount Rate Weighted average remaining lease term 0.25 1.25 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 the Company’s consolidated statements of cash flows was $ 139,000 135,000 Future lease payments for our non-cancellable operating lease and a reconciliation to the carrying amount of the operating lease liability presented in the consolidated balance sheet as of December 31, 2023 is as follows, in thousands: Schedule of future minimum lease payments 2024 $ 35 Total lease payments 35 Less: Imputed interest – Total operating lease liability $ 35

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Commitments In February 2021, the Company entered into the Clinical Co-Development 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 Co-Development Agreement, the Company agreed to reimburse AgonOx up to $ 4,000,000 Refer to Note 6 for more information about the Company’s obligations under its non-cancellable lease for its corporate headquarters. In September 2011, the Company entered into an agreement with Advanced RNA Technologies, LLC (“ Advirna 100,000 5 The Company’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 Advirna agreement; or (ii) the abandonment of the last-to-be abandoned of such patents, unless earlier terminated in accordance with the provisions of the Advirna 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. As part of its business, the Company may enter into licensing agreements with third parties that 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, 2023 and 2022, the Company did no The Company’s contractual license obligations that will require future cash payments as of December 31, 2023, 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, 2024 $ 100 2025 100 2026 100 2027 100 2028 100 Thereafter 100 Total $ 600 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 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, 2023
Temporary Equity Disclosure [Abstract]
Preferred Stock	8. Preferred Stock The Company has authorized up to 10,000,000 0.0001 Board Amended Certificate In November 2022, the Company sold one 0.0001 Series D Preferred Stock 1,750 The Series D Preferred Stock was entitled to 17,500,000 votes per share 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 in its sole discretion or (ii) automatically and effective upon the approval by the Company's stockholders of an amendment to the Amended Certificate to effect a reverse stock split of the Company’s common stock. The Series D Preferred Stock was redeemed in whole on January 4, 2023, upon the approval by the Company’s stockholders of the Reverse Stock Split. Upon such redemption, the holder of the Series D Preferred Stock received consideration of $ 1,750 At December 31, 2023, there were no

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	9. Stockholders’ Equity April 2023 Financing 353,983 5.65 353,983 5.40 353,983 5.40 April 2023 Financing HCW 26,549 7.0625 1,538,000 In connection with the April 2023 Financing, the Company entered into warrant amendment agreements (the “ Warrant Amendment Agreements 191,619 5.40 24,000 Derivatives and Hedging ASC 815 293,000 June 2023 Financing 233,646 72,000 4.28 628,935 4.279 0.001 934,581 4.03 934,581 4.03 June 2023 Financing 70,094 5.35 3,510,000 December 2023 Financing Inducement Letter Agreement 2,130,252 5.40 4.03 1.33 2,270,320 1.08 1,990,184 1.08 December 2023 Financing 159,769 1.66 Pursuant to the terms of the Inducement Letter Agreement, in the event that the exercise of the existing warrants in the December 2023 Financing would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant, the Company issued the number of shares that would not cause a holder to exceed such beneficial ownership limitation and agreed to hold such balance of shares of common stock in abeyance. Accordingly, at December 31, 2023, an aggregate of 826,370 Abeyance Shares Net proceeds to the Company from the December 2023 financing were $ 2,404,000 412,000 Warrants The Company first assessed the warrants in the April 2023 Financing, June 2023 Financing and December 2023 Financing under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 The Company then applied and followed the applicable accounting guidance in ASC 815. Financial instruments are accounted for as either derivative liabilities or equity instruments depending on the specific terms of the agreement. The warrants issued in the April 2023 Financing, June 2023 Financing and December 2023 Financing did not meet the definition of a derivative instrument as they are indexed to the Company’s common stock and classified within stockholders’ equity. Based on this determination, the warrants issued in the April 2023 Financing, June 2023 Financing and December 2023 Financing were classified within stockholders’ equity. In addition to the December 2023 Financing, the Company issued 628,935 630 no The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at December 31, 2023: Schedule of outstanding warrants   Number Weighted- Outstanding at December 31, 2022 545,401 $ 54.53 Issued 7,722,979 2.17 Exercised (1,932,817 ) 0.90 Expired (4,275 ) 624.62 Outstanding at December 31, 2023 6,331,288 $ 3.68

Stock-based Compensation

Stock-based Compensation	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	10. 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 231,140 As of December 31, 2023, there were 10,084 49,683 133,574 Restricted Stock Units RSUs are issued under the Company’s 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 certain service requirements. RSUs granted by the Company to employees generally vest annually over 3 1 The following table summarizes the activity of the Company’s RSUs for the year ended December 31, 2023: Summary of RSU activity Number Weighted- Unvested units at December 31, 2022 47,335 $ 15.03 Granted 43,500 5.24 Vested (23,414 ) 14.99 Forfeited (17,738 ) 9.88 Unvested units at December 31, 2023 49,683 $ 8.32 The weighted-average fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $ 5.24 10.08 Stock-based compensation expense related to RSUs was $ 298,000 401,000 The aggregate fair value of awards that vested during the years ended December 31, 2023 and 2022 was $ 105,000 138,000 As of December 31, 2023, the compensation expense for all unvested RSUs in the amount of approximately $ 212,000 1.30 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. Stock options granted by the Company to employees generally vest annually over 4 1 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 year ended December 31, 2022. For valuing options granted during the year ended December 31, 2023, the following assumptions were used: Schedule of assumptions December 31, 2023 Risk-free interest rate 4.72 Expected volatility 113.74 Expected lives (in years) 5.25 Expected dividend yield 0 The weighted average grant date fair value of options granted during the year ended December 31, 2023 was $ 1.14 The following table summarizes the Company’s stock option activity for the year ended December 31, 2023: Summary of stock option activity Total Number Weighted- Weighted- Aggregate Balance at December 31, 2022 177 $ 35,231.40 Granted 10,000 1.37 Exercised – – Forfeited – – Expired (93 ) 52,577.53 Balance at December 31, 2023 10,084 $ 134.86 9.74 $ – Exercisable at December 31, 2023 84 $ 16,026.76 2.78 $ – Stock-based compensation expense related to stock options for the years ended December 31, 2023 and 2022 was $ 5,000 13,000 As of December 31, 2023, the compensation expense for all unvested stock options in the amount of $ 6,000 0.25 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. Employee Stock Purchase Plan The Company has 684 ESPP 661 no Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the years ended December 31, 2023 and 2022, in thousands: Schedule of stock-based compensation expense December 31, 2023 2022 Research and development $ 132 $ 154 General and administrative 171 260 Total stock-based compensation $ 303 $ 414

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes The provision for income taxes for the years ended December 31, 2023 and 2022 are as follows, in thousands: Schedule of provision for income taxes Years Ended December 31, 2023 2022 Current Federal $ – $ – State – – Total current – – Deferred Federal (1,831 ) (1,733 ) State (718 ) (553 ) Total deferred (2,549 ) (2,286 ) Valuation allowance 2,549 2,286 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, 2023 2022 Federal statutory rate 21.0% 21.0% State income taxes, net of federal benefit 5.9 7.4 Non-deductible expenses  (0.5) (0.8) Income tax credits 2.1 3.2 Valuation allowance (28.5) (30.8) 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 consolidated 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. As a result of this evaluation, the Company has recorded a full valuation allowance against its deferred tax assets as the Company believes it is more likely than not that the benefit of all of its deferred tax assets will not be realized. The significant components of the Company’s deferred tax assets and liabilities are as follows, in thousands: Schedule of deferred tax assets and liabilities Years Ending December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 774 $ 11,808 Tax credit carryforwards 295 1,227 Stock-based compensation 80 435 Capitalized research and development expenses 1,384 1,662 License fees 3 1,680 Lease liability 9 46 Other timing differences 13 120 Deferred tax assets 2,558 16,978 Deferred tax liabilities: Right of use asset (9 ) (43 ) Deferred tax liability (9 ) (43 ) Valuation allowance (2,549 ) (16,935 ) Net deferred tax asset $ – $ – Ownership changes may limit the amount of net operating loss (“ NOL Code During 2023, the Company completed an assessment of the available NOL and tax credit carryforwards under Sections 382 and 383 of the Code since the last assessment completed in 2021 and concluded that the Company underwent an ownership change in 2023. As a result, NOL and tax credit carryforwards attributable to the pre-ownership change are subject to substantial annual limitations under Sections 382 and 383 of the Code. The Company adjusted its NOL and tax credit carryforwards to address the impact of the ownership change. For the year ended December 31, 2023, federal and state NOLs were reduced by $ 52,400,000 25,900,000 918,000 517,000 At December 31, 2023, the Company had federal and state NOL carryforwards of approximately $ 2,900,000 2,475,000 The Company’s available state NOL carryforwards will begin to expire in 2044, unless previously utilized. At December 31, 2023, the Company also had federal and state research and development credits of approximately $ 227,000 87,000 The federal tax credit carryforwards will begin to expire in 2044 and the state tax credit carryforwards will begin to expire in 2039. The Company has not recorded any uncertain tax positions as of December 31, 2023 or 2022. The Company does no The Company has no The Company files income tax returns in the United States and in multiple state jurisdictions. The Company is subject to tax examinations for federal and state purposes for tax years 2015 through 2023.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 2023
Net loss per common share:
Net Loss per Share	12. 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 the dilutive effect of potential common stock equivalents, except when the inclusion of such potential common stock equivalents would be anti-dilutive. Dilutive potential common stock equivalents primarily consist of stock options, RSUs and warrants. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented because the impact of these items is generally anti-dilutive during periods of net loss. 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 anti dilutive stock December 31, 2023 2022 Stock options 10,084 177 Unvested restricted stock units 49,683 47,335 Warrants 1 5,504,918 545,401 Total 5,564,685 592,913 1 The weighted average number of common shares outstanding as of December 31, 2023 includes the Abeyance Shares from the December 2023 Financing, the exercise of which was prepaid and requires no further consideration for the delivery of the shares of common stock. Therefore, these Abeyance Shares are not included in the table above.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events In connection with the Inducement Letter Agreement, shares were held in abeyance in the event that the exercise of the existing warrants in the December 2023 Financing would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant. These Abeyance Shares will be held until notice is received by the holder that the balance, or portion thereof, may be issued in compliance with the beneficial ownership limitations. Subsequent to the balance sheet date, 826,370 Abeyance Shares were released and issued.

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Nature of Operations	Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Phio was incorporated in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics.
Basis of Presentation	Basis of Presentation The accompanying consolidated 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 the Company and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.
Segments	Segments The Company operates as one operating segment and all assets are located in the United States.
Reverse Stock Split	Reverse Stock Split Effective January 26, 2023, the Company completed a 1-for-12 reverse stock split Reverse Stock Split RSU
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, and the valuation allowance on our deferred tax assets. On an ongoing basis the Company evaluates its estimates and bases its estimates on historical experience and other relevant assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates.
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. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, the Company would be forced to scale back or terminate its 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, negative operating cash flows 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 consolidated 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 and/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 consolidated 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.
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 reputable financial institution that management believes is creditworthy, and 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 The Company relies, and expects to continue to rely, on a small number of vendors to perform research activities and clinical trial activities that continue to progress its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the related processes of these vendors.
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 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.
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 Stock-based compensation expense recognized in the consolidated 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 consolidated financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . 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.
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 November 2023, the FASB issued Accounting Standards Update (“ ASU Segment Reporting (Topic 280) – Improvements to Reporting Segment Disclosures” ASU 2023-07 The enhanced disclosures are required to be applied retrospectively to all prior periods presented in the financial statements. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” ASU 2023-09

Organization and Significant _3

Organization and Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [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 lease term or 5 years

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment December 31, 2023 2022 Computer equipment $ 62 $ 116 Machinery & equipment 964 1,077 Furniture & fixtures 70 119 Leasehold improvements 46 46 Total gross fixed assets 1,142 1,358 Less: accumulated depreciation and amortization (1,136 ) (1,175 ) Property and equipment, net $ 6 $ 183

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses December 31, 2023 2022 Compensation and benefits $ 222 $ 408 Professional fees 126 97 Research and development costs 517 501 Other 77 19 Total accrued expenses $ 942 $ 1,025

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Schedule of lease amounts recorded in balance sheet	Schedule of lease amounts recorded in balance sheet December 31, 2023 2022 Assets Right of use asset $ 33 $ 161 Liabilities Lease liability, current 35 135 Lease liability, non-current – 35 Total lease liability $ 35 $ 170 Lease Term and Discount Rate Weighted average remaining lease term 0.25 1.25 Weighted average discount rate 4.70 4.70
Schedule of future minimum lease payments	Schedule of future minimum lease payments 2024 $ 35 Total lease payments 35 Less: Imputed interest – Total operating lease liability $ 35

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2024 $ 100 2025 100 2026 100 2027 100 2028 100 Thereafter 100 Total $ 600

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Schedule of outstanding warrants	Schedule of outstanding warrants   Number Weighted- Outstanding at December 31, 2022 545,401 $ 54.53 Issued 7,722,979 2.17 Exercised (1,932,817 ) 0.90 Expired (4,275 ) 624.62 Outstanding at December 31, 2023 6,331,288 $ 3.68

Stock-based Compensation (Table

Stock-based Compensation (Tables)	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Summary of RSU activity	Summary of RSU activity Number Weighted- Unvested units at December 31, 2022 47,335 $ 15.03 Granted 43,500 5.24 Vested (23,414 ) 14.99 Forfeited (17,738 ) 9.88 Unvested units at December 31, 2023 49,683 $ 8.32
Schedule of assumptions	Schedule of assumptions December 31, 2023 Risk-free interest rate 4.72 Expected volatility 113.74 Expected lives (in years) 5.25 Expected dividend yield 0
Summary of stock option activity	Summary of stock option activity Total Number Weighted- Weighted- Aggregate Balance at December 31, 2022 177 $ 35,231.40 Granted 10,000 1.37 Exercised – – Forfeited – – Expired (93 ) 52,577.53 Balance at December 31, 2023 10,084 $ 134.86 9.74 $ – Exercisable at December 31, 2023 84 $ 16,026.76 2.78 $ –
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense December 31, 2023 2022 Research and development $ 132 $ 154 General and administrative 171 260 Total stock-based compensation $ 303 $ 414

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of provision for income taxes	Schedule of provision for income taxes Years Ended December 31, 2023 2022 Current Federal $ – $ – State – – Total current – – Deferred Federal (1,831 ) (1,733 ) State (718 ) (553 ) Total deferred (2,549 ) (2,286 ) Valuation allowance 2,549 2,286 Total provision for income taxes $ – $ –
Schedule of effective income tax reconciliation	Schedule of effective income tax reconciliation Years Ended December 31, 2023 2022 Federal statutory rate 21.0% 21.0% State income taxes, net of federal benefit 5.9 7.4 Non-deductible expenses  (0.5) (0.8) Income tax credits 2.1 3.2 Valuation allowance (28.5) (30.8) Effective tax rate 0.0% 0.0%
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities Years Ending December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 774 $ 11,808 Tax credit carryforwards 295 1,227 Stock-based compensation 80 435 Capitalized research and development expenses 1,384 1,662 License fees 3 1,680 Lease liability 9 46 Other timing differences 13 120 Deferred tax assets 2,558 16,978 Deferred tax liabilities: Right of use asset (9 ) (43 ) Deferred tax liability (9 ) (43 ) Valuation allowance (2,549 ) (16,935 ) Net deferred tax asset $ – $ –

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Net loss per common share:
Schedule of anti dilutive stock	Schedule of anti dilutive stock December 31, 2023 2022 Stock options 10,084 177 Unvested restricted stock units 49,683 47,335 Warrants 1 5,504,918 545,401 Total 5,564,685 592,913

Organization and Significant _4

Organization and Significant Accounting Policies (Details - Property useful lives)	12 Months Ended
	Dec. 31, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	Lesser of lease term or 5 years

Organization and Significant _5

Organization and Significant Accounting Policies (Details Narrative) - USD ($)	Jan. 26, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Reverse stock split	1-for-12 reverse stock split
FDIC amount		$ 250,000

Collaboration Agreement (Detail

Collaboration Agreement (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual Obligation	$ 600,000
Clinical Co Development Agreement [Member] | Agon Ox [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual Obligation	4,000,000
Expense from contractual obligations	1,115,000	$ 130,000
Remaining contractual obligation	$ 2,757,000

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details Narrative)	Dec. 31, 2022 USD ($)
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

Property and Equipment (Details

Property and Equipment (Details - Schedule of Property and Equipment) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Computer equipment	$ 62	$ 116
Machinery & equipment	964	1,077
Furniture & fixtures	70	119
Leasehold improvements	46	46
Total gross fixed assets	1,142	1,358
Less: accumulated depreciation and amortization	(1,136)	(1,175)
Property and equipment, net	$ 6	$ 183

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 56,000	$ 71,000
Long lived assets carrying amount	126,000
Impairment charge	$ 126,000	$ 0

Accrued Expenses (Details - Sch

Accrued Expenses (Details - Schedule of Accrued Expenses) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Compensation and benefits	$ 222	$ 408
Professional fees	126	97
Research and development costs	517	501
Other	77	19
Total accrued expenses	$ 942	$ 1,025

Leases (Details - Balance sheet

Leases (Details - Balance sheet lease items) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Right of use asset	$ 33	$ 161
Liabilities
Lease liability, current	35	135
Lease liability, non-current	0	35
Total lease liability	$ 35	$ 170
Lease Term and Discount Rate
Weighted average remaining lease term	3 months	1 year 3 months
Weighted average discount rate	4.70%	4.70%

Leases (Details - Future lease

Leases (Details - Future lease payments) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 35
Total lease payments	35
Less: Imputed interest	0
Total operating lease liability	$ 35	$ 170

Leases (Details Narrative)

Leases (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($) ft²	Dec. 31, 2022 USD ($)
Operating lease costs	$ 132,000	$ 132,000
Operating lease payments	$ 139,000	$ 135,000
Property Subject to Operating Lease [Member]
Operating lease footage | ft²	7,581
Lease expiration date	Mar. 31, 2024

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Other Commitments [Line Items]
Contractual obligation	$ 600,000
Milestone payments	0	$ 0
Contingent liabilities	0
Advirna [Member]
Other Commitments [Line Items]
Annual maintenance fee	$ 100,000
Percentage of issuance common shares from contractual obligations	5%
Clinical Co Development Agreement [Member] | Agon Ox [Member]
Other Commitments [Line Items]
Contractual obligation	$ 4,000,000

Commitments and Contingencies -

Commitments and Contingencies - (Details - Future Cash Payments) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 100
2025	100
2026	100
2027	100
2028	100
Thereafter	100
Total	$ 600

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2022	Dec. 31, 2022	Dec. 31, 2023
Temporary Equity [Line Items]
Preferred stock, shares authorized			10,000,000
Preferred stock, par value			$ 0.0001
Temporary equity, par value		$ 0.0001	$ 0.0001
Sale of preferred stock, value
Series D Preferred Stock [Member]
Temporary Equity [Line Items]
Issuance of preferred stock, shares	1
Temporary equity, par value	$ 0.0001
Redemption amount			$ 1,750
Preferred stock shares outstanding			0
Preferred stock shares issued			0
Series D Preferred Stock [Member] | Robert Bitterman [Member]
Temporary Equity [Line Items]
Sale of preferred stock, value	$ 1,750
Preferred stock voting rights	17,500,000 votes per share

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants outstanding) - Warrant [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding, beginning | shares	545,401
Warrants outstanding, weighted average exercise price, beginning | $ / shares	$ 54.53
Warrants issued, shares | shares	7,722,979
Warrants issued, weighted average exercise price | $ / shares	$ 2.17
Warrants exercised, shares | shares	(1,932,817)
Warrants exercised, weighted average exercise price | $ / shares	$ 0.90
Warrants expired, shares | shares	(4,275)
Warrants expired, weighted average exercise price | $ / shares	$ 624.62
Warrants outstanding, ending | shares	6,331,288
Warrants outstanding, weighted average exercise price, ending | $ / shares	$ 3.68

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Jun. 30, 2023	Apr. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2018
Abeyance Shares [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance			826,370
April 2023 Financing [Member]
Class of Stock [Line Items]
Number of shares issued		353,983
Purchase price		$ 5.65
Proceeds from equity		$ 1,538,000
April 2023 Financing [Member] | Warrant Amendment Agreements [Member] | Previously Issued Warrants [Member]
Class of Stock [Line Items]
Exercise price		$ 5.40
Amended warrants		191,619
Proceeds from amendment of warrants		$ 24,000
Increase in fair value of warrants		$ 293,000
April 2023 Financing [Member] | Series A Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued		353,983
Exercise price		$ 5.40
April 2023 Financing [Member] | Series B Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued		353,983
Exercise price		$ 5.40
April 2023 Financing [Member] | Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued		26,549
Exercise price		$ 7.0625
June 2023 Financing [Member]
Class of Stock [Line Items]
Proceeds from equity	$ 3,510,000
June 2023 Financing [Member] | Series A Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued	934,581
Exercise price	$ 4.03
June 2023 Financing [Member] | Series B Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued	934,581
Exercise price	$ 4.03
June 2023 Financing [Member] | Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued	70,094
Exercise price	$ 5.35
June 2023 Financing [Member] | Registered Shares [Member]
Class of Stock [Line Items]
Number of shares issued	233,646
Purchase price	$ 4.28
June 2023 Financing [Member] | Unregistered Shares [Member]
Class of Stock [Line Items]
Number of shares issued	72,000
Purchase price	$ 4.28
June 2023 Financing [Member] | Unregistered Pre Funded Warrants [Member]
Class of Stock [Line Items]
Purchase price	$ 4.279
Warrant new shares issued	628,935
Exercise price	$ 0.001
June 2023 Financing [Member] | June 2023 Pre Funded Warrants [Member]
Class of Stock [Line Items]
Number of common stock shares issued			628,935
Proceeds from warrant exercises			$ 630
Warrants exercised shares				0
December 2023 Financing [Member]
Class of Stock [Line Items]
Proceeds from equity			2,404,000
Increase in fair value of warrants			$ 412,000
December 2023 Financing [Member] | Inducement Letter Agreement [Member]
Class of Stock [Line Items]
Exercise price	$ 4.03		$ 1.33		$ 5.40
Amended warrants			2,130,252
December 2023 Financing [Member] | Series A Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued			2,270,320
Exercise price			$ 1.08
December 2023 Financing [Member] | Series B Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued			1,990,184
Exercise price			$ 1.08
December 2023 Financing [Member] | Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued			159,769
Exercise price			$ 1.66

Stock-based Compensation (Detai

Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU's unvested units, beginning balance	47,335
RSU beginning balance, price per share	$ 15.03
RSU's granted	43,500
RSU's granted, price per share	$ 5.24	$ 10.08
RSU's vested	(23,414)
RSU's vested, price per share	$ 14.99
RSU's forfeited	(17,738)
RSU's forfeited, price per share	$ 9.88
RSU's unvested units, ending balance	49,683	47,335
RSU ending balance, price per share	$ 8.32	$ 15.03

Stock-based Compensation (Det_2

Stock-based Compensation (Details - Assumptions)	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4.72%
Expected volatility	113.74%
Expected lives (in years)	5 years 3 months
Expected dividend yield	0%

Stock-based Compensation (Det_3

Stock-based Compensation (Details - Option activity) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding | shares	177
Options outstanding, price per share, beginning balance | $ / shares	$ 35,231.40
Options granted | shares	10,000
Options granted, price per share | $ / shares	$ 1.37
Options exercised | shares	0
Options exercised, price per share | $ / shares	$ 0
Options forfeited | shares	0
Options forfeited, price per share | $ / shares	$ 0
Options expired | shares	(93)
Options expired, price per share | $ / shares	$ 52,577.53
Options outstanding, ending balance | shares	10,084
Options outstanding, price per share, ending balance | $ / shares	$ 134.86
Weighted average contractual term, outstanding	9 years 8 months 26 days
Aggregate intrinsic value, outstanding | $	$ 0
Options exercisable | shares	84
Options exercisable, price per share | $ / shares	$ 16,026.76
Weighted average contractual term, exercisable	2 years 9 months 10 days
Aggregate intrinsic value, exercisable | $	$ 0

Stock-based Compensation (Det_4

Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 303	$ 414
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	132	154
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 171	$ 260

Stock-based Compensation (Det_5

Stock-based Compensation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jul. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 303,000	$ 414,000
Weighted average grant date fair value of options granted	$ 1.14
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested RSUs shares	49,683	47,335
RSU's granted, price per share	$ 5.24	$ 10.08
Share-based compensation expense	$ 298,000	$ 401,000
Fair value of awards vested	105,000	$ 138,000
Unrecognized share-based compensation expense	$ 212,000
Recognized weighted average period	1 year 3 months 18 days
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units (RSUs) [Member] | Board Of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding stock options	10,084	177
Share-based compensation expense	$ 5,000	$ 13,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	10,000
Share-Based Payment Arrangement, Option [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	4 years
Share-Based Payment Arrangement, Option [Member] | Board Of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Unvested Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognized weighted average period	3 months
Unrecognized share-based compensation expense	$ 6,000
Plan 2020 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized			231,140
Plan 2020 [Member] | Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding stock options	10,084
Plan 2020 [Member] | Unvested R S U [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested RSUs shares	49,683
Plan 2020 [Member] | Shares Available For Future Grants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for future issuance	133,574
2013 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized	684
Shares reserved for future issuance	661
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	0

Income Taxes - (Details - Provi

Income Taxes - (Details - Provision for Income Taxes) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current
Federal	$ 0	$ 0
State	0	0
Total current	0	0
Deferred
Federal	1,831	1,733
State	718	553
Total deferred	2,549	2,286
Valuation allowance	(2,549)	(2,286)
Total provision for income taxes	$ 0	$ 0

Income Taxes - (Details - Effec

Income Taxes - (Details - Effect Income Tax Rate Reconciliation)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory rate	21%	21%
State income taxes, net of federal benefit	5.90%	7.40%
Non-deductible expenses	(0.50%)	(0.80%)
Income tax credits	2.10%	3.20%
Valuation allowance	(28.50%)	(30.80%)
Effective tax rate	0%	0%

Income Taxes - (Details - Compo

Income Taxes - (Details - Components of Net Deferred Tax Assets) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 774	$ 11,808
Tax credit carryforwards	295	1,227
Stock-based compensation	80	435
Capitalized research and development expenses	1,384	1,662
License fees	3	1,680
Lease liability	9	46
Other timing differences	13	120
Deferred tax assets	2,558	16,978
Deferred tax liabilities:
Right of use asset	(9)	(43)
Deferred tax liability	(9)	(43)
Valuation allowance	(2,549)	(16,935)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Operating Loss Carryforwards [Line Items]
Operating loss carryforward expiration date	The Company’s available state NOL carryforwards will begin to expire in 2044, unless previously utilized.
Tax credit carryforward expiration dates	The federal tax credit carryforwards will begin to expire in 2044 and the state tax credit carryforwards will begin to expire in 2039.
Unrecognized Tax Benefits	$ 0
Income Tax Examination, Penalties and Interest Expense	0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Reduction in operating loss carryforwards	52,400,000
Reduction in tax credit carryforward deferred tax asset	918,000
Operating Loss Carryforwards	2,900,000
Tax Credit Carryforward, Amount	227,000
State [Member]
Operating Loss Carryforwards [Line Items]
Reduction in operating loss carryforwards	25,900,000
Reduction in tax credit carryforward deferred tax asset	517,000
Operating Loss Carryforwards	2,475,000
Tax Credit Carryforward, Amount	$ 87,000

Net Loss per Share (Details - A

Net Loss per Share (Details - Antidilutive shares) - shares		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		5,564,685	592,913
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		10,084	177
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		49,683	47,335
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	[1]	5,504,918	545,401
[1]The weighted average number of common shares outstanding as of December 31, 2023 includes the Abeyance Shares from the December 2023 Financing, the exercise of which was prepaid and requires no further consideration for the delivery of the shares of common stock. Therefore, these Abeyance Shares are not included in the table above.