Synaptogenix (SNPX) 10-K 30 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 19, 2021
Document and Entity Information
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Synaptogenix, Inc.
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,032,516
Entity Central Index Key	0001571934
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float	$ 0

CONSOLIDATED AND COMBINED BALAN

CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 5,795,055	$ 17,382,038
Grant receivable	127,445
Prepaid expenses and other current assets	806,289	494,112
TOTAL CURRENT ASSETS	6,728,789	17,876,150
Fixed assets, net of accumulated depreciation	22,212	21,671
TOTAL ASSETS	6,751,001	17,897,821
CURRENT LIABILITIES
Accounts payable	1,260,335	413,081
Accrued expenses	352,154	65,975
TOTAL CURRENT LIABILITIES	1,612,489	479,056
Commitments and contingencies
SHAREHOLDERS' EQUITY
Parent company investment	503	17,418,765
Preferred stock - 1,000,000 shares authorized as of December 31, 2020, $0.0001 par value; 0 shares issued and outstanding as of December 31, 2020
Common stock - 150,000,000 shares authorized as of December 31, 2020, $0.0001 par value; 5,030,316 shares issued and outstanding as of December 31, 2020.	503	17,418,765
Additional paid-in capital	6,668,482
Accumulated deficit	(1,530,473)
TOTAL SHAREHOLDERS' EQUITY	5,138,512	17,418,765
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 6,751,001	$ 17,897,821

CONSOLIDATED AND COMBINED BAL_2

CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical)	Dec. 31, 2020$ / sharesshares
CONSOLIDATED AND COMBINED BALANCE SHEETS
Preferred Stock, Shares Authorized	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common stock, shares authorized	150,000,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares issued	5,030,316
Common stock, shares outstanding	5,030,316

CONSOLIDATED AND COMBINED STATE

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
OPERATING EXPENSES:
Research and development	$ 3,069,034	$ 5,670,013
General and administrative - related party	28,362	270,856
General and administrative	8,059,014	9,572,588
TOTAL OPERATING EXPENSES	11,156,410	15,513,457
OTHER INCOME (EXPENSE):
Parent company warrant amendment expense	(1,700,000)
Interest income	153,213	378,707
Net loss before income taxes	12,703,197	15,134,750
Net loss	12,703,197	15,134,750
Deemed dividend as a result of common stock and warrants issued pursuant to Spin-Off	2,427,000
Net loss attributable to common shareholders	$ 15,130,197	$ 15,134,750
PER SHARE DATA:
Basic and diluted loss per common share	$ 3.01	$ 3.01
Basic and diluted weighted average common shares outstanding	5,030,316	5,030,316

CONSOLIDATED AND COMBINED STA_2

CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Common stock	Additional Paid-In Capital	Parent Company Investment	Accumulated Deficit	Total
Balance at Dec. 31, 2018			$ 26,521,309		$ 26,521,309
Net change in Parent company investment			419,843		419,843
Parent company stock based compensation			4,182,000		4,182,000
Consulting services paid by issuance of Parent company common stock			352,748		352,748
Consulting services paid by issuance of Parent company common stock warrants			1,077,615		1,077,615
Net loss			(15,134,750)		(15,134,750)
Balance at Dec. 31, 2019			17,418,765		17,418,765
Net change in Parent company investment			16,524,189		16,524,189
Parent company stock based compensation			1,701,376		1,701,376
Consulting services paid by issuance of Parent company common stock			120,000		120,000
Consulting services paid by issuance of Parent company common stock warrants			380,740		380,740
Parent company warrant amendment expense			1,700,000		1,700,000
Net loss			(11,172,724)		(11,172,724)
Balance at Dec. 01, 2020			26,672,346		26,672,346
Balance at Dec. 31, 2019			17,418,765		17,418,765
Net loss					(12,703,197)
Balance at Dec. 31, 2020	$ 503	$ 6,668,482		$ (1,530,473)	5,138,512
Balance (in shares) at Dec. 31, 2020	5,030,316
Balance at Dec. 01, 2020			26,672,346		26,672,346
Distribution to Petros Pharmaceuticals, Inc. pursuant to merger of Neurotrope, Inc. with Metuchen Pharmaceuticals, LLC			(20,003,361)		(20,003,361)
Capitalization at spin-off	$ 503	6,668,482	$ (6,668,985)
Capitalization at spin-off (in shares)	5,030,316
Net loss				(1,530,473)	(1,530,473)
Balance at Dec. 31, 2020	$ 503	$ 6,668,482		$ (1,530,473)	$ 5,138,512
Balance (in shares) at Dec. 31, 2020	5,030,316

CONSOLIDATED AND COMBINED STA_3

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOW USED IN OPERATING ACTIVITIES
Net loss	$ (12,703,197)	$ (15,134,750)
Adjustments to reconcile net loss to net cash used by operating activities
Parent company stock based compensation	1,701,376	4,182,000
Consulting services paid by issuance of Parent company common stock	120,000	352,748
Consulting services paid by issuance of Parent company common stock warrants	380,740	1,077,615
Parent company warrant amendment expense	1,700,000
Depreciation expense	4,872	4,385
Change in assets and liabilities
(Increase) in grant receivable	(127,445)
(Increase) decrease in prepaid expenses	(312,177)	109,212
Increase (decrease) in accounts payable	847,254	(2,485,502)
Increase in accrued expenses	286,179	7,483
Total adjustments	4,600,799	3,247,941
Net Cash Used in Operating Activities	(8,102,398)	(11,886,809)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of fixed assets	(5,413)	(5,214)
Net Cash Used in Investing Activities	(5,413)	(5,214)
CASH FLOWS FROM FINANCING ACTIVITIES
Net transfer from parent	16,524,189	419,843
Distribution to Petros Pharmaceuticals, Inc. pursuant to merger of Neurotrope, Inc. with Metuchen Pharmaceuticals, LLC	(20,003,361)
Net Cash (Used in) Provided by Financing Activities	(3,479,172)	419,843
NET DECREASE IN CASH AND EQUIVALENTS	(11,586,983)	(11,472,180)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR	17,382,038	28,854,218
CASH AND EQUIVALENTS AT END OF YEAR	5,795,055	$ 17,382,038
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Deemed dividend as a result of common stock and warrants issued pursuant to Spin-Off	$ 2,427,000

Organization, Business, Risks a

Organization, Business, Risks and Uncertainties	12 Months Ended
	Dec. 31, 2020
Organization, Business, Risks and Uncertainties
Organization, Business, Risks and Uncertainties	Note 1 – Organization, Business, Risks and Uncertainties: Organization and Business On May 17, 2020, Neurotrope, Inc. (“Neurotrope” or “the Parent”) announced plans for the complete legal and structural separation of its wholly owned subsidiary, Neurotrope Bioscience, Inc. from Neurotrope (the “Spin-Off”). Under the Separation and Distribution Agreement, Neurotrope planned to distribute all of its equity interest in this wholly owned subsidiary to Neurotrope’s stockholders. Following the Spin-Off, Neurotrope would not own any equity interest in the Company, and we would operate independently from Neurotrope. On December 7, 2020 we became an independent company, Synaptogenix, Inc., a Delaware corporation (formerly known as Neurotrope Bioscience, Inc.) (the “Company” or “Synaptogenix”). We are publicly traded as Synaptogenix on the OTCQB market of the OTC Markets Group, Inc. On December 6, 2020, Neurotrope approved the final distribution ratio and holders of record of Neurotrope common stock, Neurotrope preferred stock and certain warrant holders as of November 30, 2020 (the “Spin-Off Record Date”) received a pro rata distribution at the rate of (i) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock held, (ii) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock issuable upon conversion of Neurotrope preferred stock held and (iii) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held that were entitled to participate in the Spin-Off pursuant to the terms thereof (collectively, the “Distribution”). Neurotrope Bioscience, Inc. was incorporated in Delaware on October 31, 2012 to advance new therapeutic and diagnostic technologies in the field of neurodegenerative disease, primarily Alzheimer’s disease (“AD”). The Company is collaborating with Cognitive Research Enterprises, Inc. (formerly known as the Blanchette Rockefeller Neurosciences Institute, or BRNI) (“CRE”), a related party, in this process. The exclusive rights to certain technology were licensed by CRE to the Company on February 28, 2013 (see Note 4 - Related Party Transactions and Licensing / Research Agreements). Spin-Off from Neurotrope On December 1, 2020, Neurotrope, Petros Pharmaceuticals, Inc., a Delaware corporation (“Petros”), PM Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Petros (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Petros (“Merger Sub 2”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”), consummated the transactions (the “Mergers”) contemplated by that certain Agreement and Plan of Merger by and among the Company, Petros, Merger Sub 1, Merger Sub 2 and Metuchen, dated as of May 17, 2020 (the “Original Merger Agreement”), as amended by the First Amendment to the Original Merger Agreement (the “First Amendment”), dated as of July 23, 2020 and the Second Amendment to the Original Merger Agreement, dated as of September 30, 2020 (the “Second Amendment” and, together with the Original Merger Agreement and the First Amendment, the “Merger Agreement”). As a condition to the Mergers, Neurotrope approved a transaction (the “Spin-Off”), which became effective on December 7, 2020, whereby (i) any cash in excess of $20,000,000, subject to adjustment as provided in the Merger Agreement, and all of the operating assets and liabilities of Neurotrope not retained by Neurotrope in connection with the Mergers were contributed to Neurotrope Bioscience, Inc., and (ii) holders of record of Neurotrope common stock, Neurotrope preferred stock and certain warrants that were not amended and restated as of the Spin-Off Record Date received a pro rata distribution at the rate of (i) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock held, (ii) one share of Synaptogenix common stock for every five shares of Neurotrope common stock issuable upon conversion of Neurotrope preferred stock held and (iii) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held that were entitled to participate in the Spin-Off pursuant to the terms thereof (collectively, the “Distribution”). Any fractional shares were paid in cash. The holders of Neurotrope’s amended and restated warrants to purchase 19,556,629 shares of Neurotrope common stock (the “A&R Warrants”) received 3,911,326 warrants to purchase shares of Synaptogenix common stock upon the exercise of such A&R Warrants held as of the Spin-Off Record Date (collectively, the “Spin-Off Warrants”). All the warrants have five year terms from December 2, 2020. See Note 8 – Common Stock Warrants. On December 7, 2020, the Company filed an amended and restated certificate of incorporation which, among other things, changed its name to Synaptogenix. In connection with the separation from Neurotrope, we entered into a Separation and Distribution Agreement and several other ancillary agreements. These agreements govern the relationship between the parties after the separation and allocate between the parties various assets, liabilities, rights and obligations following the separation, including employee benefits, intellectual property, information technology, insurance and tax-related liabilities. Changes of Management and Board of Directors On December 1, 2020), Charles S. Ryan, J.D., Ph.D. was terminated from his employment with Neurotrope , including his positions as the Chief Executive Officer of Neurotrope and any and all other positions, including Board memberships, that Dr. Ryan held with Neurotrope, or any of Neurotrope’s subsidiaries or other affiliated entities. On December 7, 2020, the Company entered into an agreement with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman will serve as the Company’s Chief Executive Officer, commencing on December 7, 2020. In addition, in connection with his appointment as the Company’s Chief Executive Officer, Dr. Tuchman was appointed to the board of directors of the Company. See Note 5. Liquidity Uncertainties As of December 31, 2020, we had approximately $5.8 million in cash and cash equivalents as compared to $17.4 million at December 31, 2019. The Company expects that its current cash and cash equivalents, $15.3 million as of the financial reporting date, to be sufficient to support its projected operating requirements for at least the next 12 months from this Form 10‑K filing date. The operating requirements include the current development plan for bryostatin‑1, our novel drug targeting the activation of PKC epsilon. The Company expects to need additional capital in order to initiate and pursue potential additional development projects, including the continuing development beyond the current 2020 Phase 2 trial (See Note 5). Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders and debt financing, if available, may involve restrictive covenants. If the Company is able to access funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its technologies or product candidates that the Company would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on our business, financial condition and results of operations. Other Risks and Uncertainties The Company operates in an industry that is subject to rapid technological change, intense competition, and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risk. Such factors include, but are not necessarily limited to, the results of clinical testing and trial activities, the ability to obtain regulatory approval, the limited supply of raw materials, the ability to obtain favorable licensing, manufacturing or other agreements, including risk associated with our CRE licensing agreement, for its product candidates and the ability to raise capital to achieve strategic objectives. CRE has entered into a material transfer agreement with the National Cancer Institute of the National Institutes of Health (“NCI”), pursuant to which the NCI has agreed to supply bryostatin required for the Company’s pre-clinical research and clinical trials. This agreement does not provide for a sufficient amount of bryostatin to support the completion of all of the clinical trials that the Company is required to conduct in order to seek U.S. Food and Drug Administration (“FDA”). Therefore, CRE or the Company would have to enter into one or more subsequent agreements with the NCI for the supply of additional amounts of bryostatin. If CRE or the Company were unable to secure such additional agreements, or if the NCI otherwise discontinues the supply, the Company would have to either secure another source of bryostatin or discontinue its efforts to develop and commercialize bryostatin for the treatment of AD. In June 2020, the Company entered into a supply agreement (the "Supply Agreement") with BryoLogyx Inc. ("BryoLogyx"), pursuant to which BryoLogyx agreed to be the Company’s exclusive supplier of synthetic Bryostatin‑1. Pursuant to the terms of the Supply Agreement, the Company placed and received its initial order of one gram synthetic Bryostatin‑1. The Company also faces the ongoing risk that the coronavirus pandemic may slow, for an unforeseeable period, the conduct of the Company’s trial. In order to prioritize patient health and that of the investigators at clinical trial sites, we will monitor enrollment of new patients in our 2020 Phase 2 clinical trial. In addition, some patients may be unwilling to enroll in our trials or be unable to comply with clinical trial protocols if quarantines or travel restrictions impede patient movement or interrupt healthcare services. These and other factors outside of our control could delay our ability to conduct clinical trials or release clinical trial results. In addition, the effects of the ongoing coronavirus pandemic may also increase non-trial costs such as insurance premiums, increase the demand for and cost of capital, increase loss of work time from key personnel, and negatively impact our key clinical trial vendors and suppliers. The full extent to which the COVID‑19 pandemic impacts the clinical development of Bryostatin‑1, the Company’s suppliers and other partners, will depend on future developments that cannot be predicted at this time.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies: Basis of Presentation Subsequent to the Spin-Off, the Company’s financial statements as of December 31, 2020 and for the period December 7, 2020 to December 30, 2020 are presented on a consolidated basis as the Company became a standalone public company on December 7, 2020. The Company’s combined financial statements as of December 31, 2019 and for the year ended December 31, 2019 as well as the period from January 1, 2020 through December 6, 2020 that is included in the results of operations for the year ended December 31, 2020 were derived from the consolidated financial statements and accounting records of Neurotrope, the former Parent. These combined financial statements reflect the historical results of operations, financial position and cash flows of the former Parent’s Spin-Off business which was a wholly owned subsidiary of Neurotrope, Neurotope Bioscience, Inc., and represented substantially all the business of Neurotrope. These financial statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions between the Company and Neurotrope have been included in our financial statements and are considered to be effectively settled for cash at the time the Spin-Off was recorded. The total net effect of the settlement of these intercompany transactions is reflected in our statements of cash flow as a financing activity and in the balance sheets as “Parent company investment”. See Note 9. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make significant estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Cash and Cash Equivalents and Concentration of Credit Risk: The Company considers all highly liquid cash investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $2.1 million. In addition, approximately $3.7 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. Cash and cash equivalents are held in banks or in custodial accounts with banks. Cash equivalents are defined as all liquid investments and money market funds with maturity from date of purchase of 90 days or less that are readily convertible into cash. Fixed Assets and Leases: Accounting Standard Codification (“ASC”) 842, Leases, was adopted for the fiscal year beginning on January 1, 2019. All leases with a lease term greater than 12 months, regardless of lease type classification, are recorded as an obligation on the balance sheet with a corresponding right-of-use asset. The Company does not have any leases greater than 12 months in duration, hence, the adoption of this standard did not have a material impact to its financial statements. Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful life of the asset, which is deemed to be between three and ten years. Research and Development Costs: All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE are expensed when incurred. Non-refundable advance payments for research and development are capitalized because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services at December 31, 2020 and December 31, 2019. Loss Per Common Share: On the Spin Off date, 5,030,316 shares of the Company’s Common Stock were distributed to Neurotrope stockholders as of November 30, 2020 (the Record Date). This share amount was being utilized for the calculation of basic earnings (loss) per share (“EPS”) for the periods prior to the Spin-Off because the Company was a wholly-owned subsidiary of Neurotrope prior to the Spin Off date. For the periods after the Spin-Off Date, EPS attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of common shares outstanding during the period. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations. Income Taxes: The Company accounts for income taxes using the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes under the “Separate return method.” Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company applies the provisions of FASB ASC 740‑10, Accounting for Uncertain Tax Positions , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, and accounting in interim periods, disclosure and transitions. The Company had federal and state net operating loss carryforwards for income tax purposes of approximately $73 million for the period from October 31, 2012 (inception) through December 31, 2020. The net operating loss carryforwards resulted in a deferred tax asset of approximately $15.3 million at December 31, 2020. Income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deductions under existing tax law. The deferred tax asset is offset by a full valuation allowance. We (collectively with Neurotrope, Inc. / Petros Pharmaceuticals, Inc.) may be subject to significant U.S. federal income tax-related liabilities with respect to our prior distribution of all of the issued and outstanding shares of the common stock of Neurotrope Bioscience, Inc., the former subsidiary of Neurotrope, to our stockholders as of and on November 30, 2020 (the “Spin-Off”), if there is a determination that the Spin-Off is taxable for U.S. federal income tax purposes. In connection with the Spin-Off, we believe that substantially to the effect that, among other things, the Spin-Off should qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code. If the conclusions of the tax opinions are not correct, or if the Spin-Off is otherwise ultimately determined to be a taxable transaction, we would be liable for U.S. federal income tax related liabilities. Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company’s ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. In addition, the significant historical operating losses incurred by the Company may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. The Company believes that operating loss carryforwards are limit under Section 382 limitations. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing. Pursuant to the Separation Agreement (the “Separation Agreement”) and the Tax Matters Agreement (the “Tax Matters Agreement”) with Neurotrope, both dated December 6, 2020, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix responsible for any of the liabilities that Neurotrope has agreed to retain. Any amounts Synaptogenix is required to pay pursuant to these indemnification obligations and other liabilities could require Synaptogenix to divert cash that would otherwise have been used in furtherance of its operating business. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix is held liable, Synaptogenix may be temporarily required to bear these losses ourselves. Expense reimbursement for grant award The Company is reducing research and development expenses by funding from a National Institutes of Health (“NIH”) grant during the period that the expenses are incurred. For the year ending December 31, 2020, the Company recorded a reduction to expenses incurred and a corresponding grant receivable for its current Phase 2 clinical trial of $975,066. Of this amount, $847,621 was received during the fourth quarter of 2020 with the remaining amount received during January 2021. Of the total $2.7 million available from the NIH grant, approximately $1 million was received for trial-related expenses incurred during the period April 2020 to March 2021 with the remaining $1.7 million available for reimbursement during the period April 2021 to March 2022. The Company believes it will receive the maximum reimbursements under the grant. Recent Accounting Pronouncements Accounting Pronouncements Adopted During the Period: In August 2018 the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements. This standard became effective for the Company on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s financial statements.

Collaborative Agreements and Co

Collaborative Agreements and Commitments	12 Months Ended
	Dec. 31, 2020
Collaborative Agreements and Commitments
Collaborative Agreements and Commitments	Note 3– Collaborative Agreements and Commitments: Stanford License Agreements On May 12, 2014, the Company entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents. The Company is required to use commercially reasonable efforts to develop, manufacture and sell products (“Licensed Products”) in the Licensed Field of Use (as defined) during the term of the licensing agreement which expires upon the termination of the last valid claim of any licensed patent under this agreement. In addition, the Company must meet specific diligence milestones, and upon meeting such milestones, make specific milestone payments to Stanford. The Company must also pay Stanford royalties of 3% of net sales, if any, of Licensed Products (as defined) and milestone payments of up to $3.7 million dependent upon stage of product development. As of December 31, 2020, no royalties nor milestone payments have been required. On January 19, 2017, the Company entered into an additional, second license agreement with Stanford, pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of “Bryostatin Compounds and Methods of Preparing the Same,” or synthesized bryostatin, for use in the treatment of neurological diseases, cognitive dysfunction and psychiatric disorders, for the life of the licensed patents. The Company paid Stanford $70,000 upon executing the license and is obligated to pay an additional $10,000 annually as a license maintenance fee. In addition, based upon certain milestones which include product development and commercialization, the Company is required to pay up to an additional $2.1 million and between 1.5% and 4.5% royalty payments on certain revenues generated by the Company relating to the licensed technology. The Company has made all required annual maintenance payments. As of December 31, 2020, no royalties nor milestone payments have been required. Mt. Sinai License Agreement On July 14, 2014, the Company entered into an Exclusive License Agreement (the “Mount Sinai Agreement”) with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”). Pursuant to the Mount Sinai Agreement, Mount Sinai granted the Company (a) a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under Mount Sinai’s interest in certain joint patents held by the Company and Mount Sinai (the “Joint Patents”) as well as in certain results and data (the “Data Package”) and (b) a non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information, both relating to the diagnostic, prophylactic or therapeutic use for treating diseases or disorders in humans relying on activation of Protein Kinase C Epsilon (“PKCε”), which includes Niemann-Pick Disease (the “Mount Sinai Field of Use”). The Mount Sinai Agreement allows the Company to research, discover, develop, make, have made, use, have used, import, lease, sell, have sold and offer certain products, processes or methods that are covered by valid claims of Mount Sinai’s interest in the Joint Patents or an Orphan Drug Designation Application covering the Data Package (“Mount Sinai Licensed Products”) in the Mount Sinai Field of Use (as such terms are defined in the Mount Sinai Agreement). The Company is required to pay Mt. Sinai milestone payments of $2 million upon approval of a new drug approval (“NDA”) in the United States and an additional $1.5 million for an NDA approval in the European Union or Japan. In addition, the Company is required to pay Mt. Sinai royalties on net sales of licensed product of 2.0% for up to $250 million of net sales and 3.0% of net sales over $250 million. Since inception, the Company has paid Mt. Sinai approximately $160,000 consisting of licensing fees of $85,000 plus development costs and patent fees of approximately $75,000. As of December 31, 2020, no royalties nor milestone payments have been required. Agreements with BryoLogyx On June 9, 2020, the Company entered into a supply agreement (the “Supply Agreement”) with BryoLogyx Inc. (“BryoLogyx”), pursuant to which BryoLogyx agreed to serve as the Company’s exclusive supplier of synthetic Bryostatin‑1. Pursuant to the terms of the Supply Agreement, the Company placed an initial order and subsequently received one gram of current good manufacturing practice (“cGMP”) synthetic Bryostatin‑1 as an active pharmaceutical ingredient to be used in a drug product (“API”). The Company may place additional orders for API beyond the initial order by making a written request to BryoLogyx no later than six months prior to the requested delivery date. In connection with the Supply Agreement, on June 9, 2020, the Company entered into a transfer agreement (the “Transfer Agreement”) with BryoLogyx. Pursuant to the terms of the Transfer Agreement, the Company agreed to assign and transfer to BryoLogyx all of the Company’s right, title and interest in and to that certain Cooperative Research and Development Agreement, dated as of January 29, 2019 (the “CRADA”), by and between the Company and the U.S. Department of Health and Human Services, as represented by the NCI, under which Bryostatin‑1’s ability to modulate CD22 in patients with relapsed/refractory CD22+ disease has been evaluated to date. The transfer is subject to the receipt of NCI’s consent. Pursuant to guidance provided by NCI, the Company CRADA has been cancelled and BryoLogyx has initiated a request for a new CRADA in its name. BryoLogyx will be filing its own investigational new drug application (“IND”) for CD22 with the FDA. As consideration for the transfer of rights to the CRADA, BryoLogyx has agreed to pay to the Company 2% of the gross revenue received in connection with the sale of bryostatin products, up to an aggregate payment amount of $1 million. No such revenues have been earned as of December 31, 2020.

Related Party Transactions and

Related Party Transactions and Licensing / Research Agreements	12 Months Ended
	Dec. 31, 2020
Related Party Transactions and Licensing / Research Agreements
Related Party Transactions and Licensing / Research Agreements	Note 4– Related Party Transactions and Licensing / Research Agreements: Cognitive Research Enterprises, Inc. (“CRE”) James Gottlieb, who resigned as a director of Neurotrope, Inc. on February 21, 2020, serves as a director of CRE, and Shana Phares, who resigned as a director of Neurotrope, Inc. on February 25, 2020, served as President and Chief Executive Officer of CRE. CRE is a stockholder of a corporation, Neuroscience Research Ventures, Inc. (“NRV, Inc.”), which owned less than 1.0% of the Company’s outstanding common stock as of December 31, 2020. Effective October 31, 2012, the Company executed a Technology License and Services Agreement (the “TLSA”) with CRE, a related party, and NRV II, LLC (“NRV II”), another affiliate of CRE, which was amended by Amendment No. 1 to the TLSA as of August 21, 2013. As of February 4, 2015, the parties entered into an Amended and Restated Technology License and Services Agreement (the “CRE License Agreement”). The CRE License Agreement provides research services and has granted the Company the exclusive and nontransferable world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II by CRE as of or subsequent to October 31, 2012, to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the TLSA specifies that all patents that issue from a certain patent application shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. The CRE License Agreement terminates on the later of the date (a) the last of the licensed patent expires, is abandoned, or is declared unenforceable or invalid or (b) the last of the intellectual property enters the public domain. After Neurotrope’s initial Series A Stock financing, the CRE License Agreement required the Company to enter into scope of work agreements with CRE as the preferred service provider for any research and development services or other related scientific assistance and support services. There were no such statements of work agreements required to be entered into during the years ended December 31, 2020 or 2019. In addition, on November 10, 2018, the Company and CRE entered into a second amendment (the “Second Amendment”) to the TLSA pursuant to which CRE granted certain patent prosecution and maintenance rights to the Company. Under the Second Amendment, the Company will have the sole and exclusive right and the obligation, to apply for, file, prosecute and maintain patents and applications for the intellectual property licensed to the Company, and pay all fees, costs and expenses related to the licensed intellectual property. The Company paid CRE $10,000 in consideration of this Second Amendment.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 5 – Commitments and Contingencies: Clinical Trial Services Agreements On May 4, 2018, the Company executed a Services Agreement (the “2018 Services Agreement”) with WCT. The 2018 Services Agreement related to services for the Company’s Phase 2 confirmatory clinical study assessing the safety, tolerability and efficacy of bryostatin in the treatment of moderately severe to severe AD (the “2018 Study”). Pursuant to the terms of the 2018 Services Agreement, WCT provided services to target enrollment of approximately one hundred (100) 2018 Study subjects. The Company has incurred all of the expenses associated with the 2018 Services Agreement as of December 31, 2020. On July 23, 2020, the Company entered into the 2020 Services Agreement with WCT. The 2020 Services Agreement relates to services for the current Phase 2 clinical trial assessing the safety, tolerability and long-term efficacy of bryostatin in the treatment of moderately severe AD subjects not receiving memantine treatment (the 2020 Study). Pursuant to the terms of the 2020 Services Agreement, WCT is providing services to enroll approximately one hundred (100) 2020 Study subjects, which enrollment is currently underway. The first 2020 Study site was initiated during the third quarter of 2020. The total estimated budget for the services, including pass-through costs, is approximately $9.8 million. As previously disclosed, the Company was awarded a $2.7 million grant from the NIH, which award will be used to support the 2020 Study, resulting in an estimated net budgeted cost of the 2020 Study to the Company of $7.1 million. The NIH grant provides for funds in the first year, which began in April 2020, of approximately $1.0 million and funding in year two, which begins April 2021, of approximately $1.7 million. In connection with their entry into the 2020 Services Agreement and letter of intent, WCT invoiced the Company for the following advance payments: (i) services fees of approximately $943,000; (ii) pass-through expenses of approximately $266,000; and (iii) investigator/institute fees of approximately $314,000, which were paid as of December 31, 2020. Remaining amounts due to WCT will be paid as services and related expenses are incurred. The Company may terminate the 2020 Services Agreement without cause upon sixty (60) days prior written notice. As of December 31, 2020, approximately $2.2 million has been funded against the total trial cost. The Company incurred approximately $1.9 million of expenses associated with the current Phase 2 clinical trial for the year ended December 31, 2020, with approximately $0.9 million of the expense incurred credited to the $1.5 million advance payment. As of December 31, 2020, approximately $674,000 of WCT prepayments is included as a prepaid expense and other current assets and $624,000 which is included in accounts payable in the accompanying balance sheet. Consulting Agreements On August 4, 2016, Neurotrope, Inc. entered into a consulting agreement with SM Capital Management, LLC (“SMCM”), a limited liability company owned and controlled by the Company’s Chairman of the Board, Mr. Joshua N. Silverman (the “Consulting Agreement”). Pursuant to the Consulting Agreement, SMCM shall provide consulting services which shall include, but not be limited to, providing business development, financial communications and management transition services, for a one-year period, subject to annual review thereafter. SMCM’s annual consulting fee is $120,000, payable by the Company in monthly installments of $10,000. In addition, SMCM shall be reimbursed for (i) all pre-approved travel in connection with the consulting services to the Company, (ii) upon submission to the Company of appropriate vouchers and receipts, for all other out-of-pocket expenses reasonably incurred by SMCM in furtherance of the Company’s business. This contract has been assigned to Synaptogenix, Inc. as of December 1, 2020. Effective as of June 1, 2019, the Company entered into a consulting agreement with Katalyst Securities LLC (“Katalyst”), pursuant to which Katalyst provided investment banking consulting services to the Company and Neurotrope (the “Katalyst Agreement”). The term of the agreement continued until it was canceled As consideration for its services under the Katalyst Agreement, the Company paid Katalyst $25,000 per month thru December 1, 2020, plus five-year warrants to purchase 18,000 shares of Neurotrope’s common stock on the effective date of the Katalyst Agreement and on each of the three-month anniversaries following the effective date with the last issuance on December 1, 2020. The warrants have an exercise price equal to the closing price of Neurotrope’s stock on the dates of issuances. Katalyst’s cash and stock-based compensation is included as general and administrative expenses in the Company’s statement of operations. Effective as of January 1, 2021, the Company entered into an amended consulting agreement with Katalyst reducing the cash payment to $20,000 per month. In addition, on February 16, 2021, Katalyst was granted warrants to purchase 100,000 shares of the Company’s common stock at $2.865 per share. All other terms and conditions of the Katalyst Agreement remain unchanged. Effective as of June 5, 2019, the Company entered into a consulting agreement with GP Nurmenkari, Inc. (“GPN”) (the “GPN Agreement”), pursuant to which GPN agreed to provide investment banking consulting services to the Company and Neurotrope. The term of the agreement continued until December 1, 2020. As consideration for its services under the GPN Agreement, the Company agreed to pay to GPN $8,000 per month, plus five-year warrants to purchase 4,800 shares of Neurotrope’s common stock on the effective date and on each of the three-month anniversaries following the effective date. The warrants have an exercise price equal to the closing price of Neurotrope’s stock on the dates of issuances. On February 1, 2020, the Company amended the GPN Agreement, increasing the cash compensation to $17,500 per month thru November 30, 2020 and increasing the number of warrants issued each three-month period to 10,000, with the last issuance on December 1, 2020. GPN’s cash and stock-based compensation is included as general and administrative expenses in the Company’s statement of operations. Effective as of January 1, 2021, the Company entered into an amended consulting agreement with GPN reducing the cash payment to $12,000 per month. In addition, on February 16, 2021, GPN was granted warrants to purchase 40,000 shares of the Company’s common stock at $2.865 per share. All other terms and conditions of the GPN Employment Agreements On December 7, 2020, the Company entered into an offer letter (the “Offer Letter”) with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman agreed to serve as the Company’s Chief Executive Officer, commencing on December 7, 2020. In addition, in connection with his appointment as the Company’s Chief Executive Officer, Dr. Tuchman was appointed to the board of directors of the Company. Dr. Tuchman will receive an initial annual base salary of $222,000, with an annual discretionary bonus of up to 50% of his base salary then in effect. Dr. Tuchman also received an initial equity grant (subject to Board approval which was received in January 2021) of options to purchase a number of shares of common stock equal to at least 1% of the Company’s outstanding shares of common stock immediately following the Spin-Off. The option will vest with respect to 25% on each of the first, second, third and fourth quarterly anniversaries from the Start Date, subject to Dr. Tuchman’s continued employment with the Company. The term of Dr. Tuchman’s employment pursuant to the Offer Letter is one year, which shall be extended automatically for six month periods unless either party gives timely written notice. Pursuant to the Offer Letter, if Dr. Tuchman is terminated during the period that is within six months from the Start Date, Dr. Tuchman will receive compensation totaling a minimum of 50% of his annualized salary. If Dr. Tuchman is terminated within the period which is after six months from the Start Date and before the one year anniversary of the Start Date, Dr. Tuchman will receive severance equal to one (1) month of his base salary. If Dr. Tuchman is terminated within the period which is after the one year anniversary of the Start Date, Dr. Tuchman will receive severance equal to two (2) months of his base salary. On December 1, 2020 (the “Separation Date”), Charles S. Ryan, J.D., Ph.D. was terminated from his employment with Neurotrope and Synaptogenix, including his positions as the Chief Executive Officer of Neurotrope and any and all other positions, including Board memberships, that Dr. Ryan held with Neurotrope or any of Neurotrope’s subsidiaries or other affiliated entities. In connection with Dr. Ryan’s termination, Synaptogenix and Dr. Ryan entered into a Separation Agreement, dated as of December 7, 2020 (the “Charles Ryan Separation Agreement”). Pursuant to the Charles Ryan Separation Agreement, Dr. Ryan is entitled to receive the following separation benefits in consideration of, and subject to, Dr. Ryan’s compliance with his continuing obligations under the Charles Ryan Separation Agreement and all other agreements between Dr. Ryan and the Company, and provided that Dr. Ryan does not revoke the Charles Ryan Separation Agreement: (i) payment of twelve (12) months of Dr. Ryan’s base salary as of the Separation Date of $425,000; (ii) a cash bonus in an amount equal to $225,000; and (iii) payment of Dr. Ryan’s COBRA premiums for the period starting on the Charles Ryan Separation Date and ending on the earliest to occur of (x) 12 months following the Separation Date; (y) the date Dr. Ryan is no longer eligible under COBRA and (z) the date that Dr. Ryan obtains employment that offers group health benefits. Total commitment pursuant to the Charles Ryan Separation Agreement is approximately $660,000. Pursuant to the employee leasing agreement as part of the Merger Agreement, 50% of any payments to Dr. Ryan will be reimbursed by Metuchen. As of February 24, 2021, approximately $320,000 has been paid of which approximately $160,000 has been reimbursed by Metuchen. As of December 31, 2020, the remainder of the severance obligation is included in accrued expenses on the Company’s balance sheet. As of December 2, 2020, the employee leasing agreement has been terminated. See Notes 3 and 4 for Collaboration and License Agreement related commitments. Contingencies Pursuant to the Separation Agreement and Tax Matters Agreement with Neurotrope, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix responsible for any of the liabilities that Neurotrope has agreed to retain. Any amounts Synaptogenix is required to pay pursuant to these indemnification obligations and other liabilities could require Synaptogenix to divert cash that would otherwise have been used in furtherance of its operating business. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix is held liable, Synaptogenix may be temporarily required to bear these losses ourselves. As of the reporting date, there are no claims relating to the indemnification agreement.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Stockholders' Equity
Stockholders' Equity	Note 6 – Stockholders’ Equity On December 7, 2020, the Company completed its Spin-Off from Neurotrope and issued 5,030,316 of common stock to stakeholders of Neurotrope. The shares issues were determined by the number of Neurotrope shares held by each shareholder multiplied by the exchange rate of .20 shares of Synaptogenix for each share of Neurotrope, held on November 30, 2020, the record date of the Spin-Off. In addition, common shares were issued to Neurotrope. warrant holders that chose not to amend their warrants pursuant to the amendments offered to all Series E, F, G and H warrant holders. The Company’s certificate of incorporation authorizes it to issue 150,000,000 shares of common stock, par value $0.0001 per share and 1,000,000 shares of preferred stock, par value $0.0001 per share. The holders of the Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board from time to time may determine. To date, the Company has not paid dividends on its common stock. Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The Company’s common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Company’s common stock after payment of liabilities, accrued dividends and liquidation preferences, if any. Each outstanding share of the Company’s common stock is duly and validly issued, fully paid and non-assessable. As of February 9, 2021, the Company had 14,032,516 outstanding shares of common stock issued and outstanding. January 2021 Private Placement On January 21, 2021, the Company entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) to issue (a) an aggregate of 9,335,533 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and/or prefunded warrants to purchase shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants”), (b) Series E warrants to purchase 9,335,533 shares of Common Stock, with an exercise price of $2.1275 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement (the “Series E Warrants”) and (c) Series F warrants to purchase up to an aggregate of 9,335,533 shares of Common stock, with an exercise price of $1.725 per share (subject to adjustment), for a period of five years from the date of issuance (the “Series F Warrants” and together with the Series E Warrants, the “Warrants”) at a combined purchase price of $1.50 per share of Common Stock and Warrants (the “Offering”). The Company received total gross proceeds of approximately $14,000,000 in Offering. In connection with the Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) on January 21, 2021. Under the terms of the Registration Rights Agreement, the Company agreed to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants sold to the Buyers pursuant to the Purchase Agreement. The Company is required to file a registration statement for the resale of such securities within 30 days following the closing date and to use its commercially reasonable efforts to cause each such registration statement to be declared effective no later than the earlier of (i) 120 days following the closing date (or 150 days following the closing date if the Securities and Exchange Commission (the “SEC”) causes a delay) and (ii) the fifth business day after the Company is notified that the registration statement will not be further reviewed. The Company may incur liquidated damages if it does not meet certain deadlines with respect to its registration obligations under the Registration Rights Agreement or if certain other events occur. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement. Pursuant to the Registration Rights Agreement, on February 8, 2021, the Company filed a registration statement on Form S‑1 (File No. 333‑252822) (the “Registration Statement”) to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants. As of the reporting date, the Registration Statement had not been declared effective by the SEC. In connection with the Offering, we paid our Placement Agents (i) a cash fee equal to ten percent (10%) of the gross proceeds from any sale of securities in the Offering sold to Purchasers introduced by the Placement Agent and (ii) warrants to purchase shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock sold to Purchasers introduced by the Placement Agent, with an exercise price of $1.725 per share and a five-year term. Adoption of a Shareholder Rights Plan On January 13, 2021, we adopted a shareholder rights plan (the “Rights Plan”). The Rights Plan is intended to protect the interests of our stockholders and enable them to realize the full potential value of their investment by reducing the likelihood that any person or group gains control of us, through open market accumulation or other tactics, without appropriately compensating all stockholders. Pursuant to the Rights Plan, we will issue, by means of a dividend, one preferred share purchase right for each outstanding share of our Common Stock to shareholders of record on the close of business on January 25, 2021. Initially, these Rights will trade with, and be represented by, the shares of our Common Stock. The Rights will generally become exercisable only if any person (or any persons acting as a group) acquires 15% or more of our outstanding Common Stock (the “Acquiring Person”) in a transaction not approved by the Board, subject to certain exceptions, as explained below. If the Rights become exercisable, all holders of Rights, other than the Acquiring Person, will be entitled to acquire shares of the Company’s common stock at a 50% discount or the Company may exchange each Right held by such holders for one share of its common stock. In such situation, Rights held by the Acquiring Person would become void and will not be exercisable. If any person at the time of the first public announcement of the Rights Plan owns more than the triggering percentage, then that stockholder’s existing ownership percentage will be grandfathered, although, with certain exceptions, the Rights will become exercisable if at any time after the announcement of the Rights Plan such stockholder increases its ownership of the Company’s common stock. On January 13, 2021, the Board declared a dividend of one preferred share purchase right (a “Right”), payable on January 25, 2021, for each share of common stock, par value $0.0001 per share, of the Company (the “Common Shares”) outstanding on January 25, 2021 (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of January 19, 2021, between the Company and Philadelphia Stock Transfer, Inc., as rights agent. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company at a price of $20 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. Unless earlier redeemed, terminated or exchanged pursuant to the terms of the Rights Plan, the Rights will expire at the close of business on January 13, 2023. The Board may terminate the Rights Plan before that date if the Board determines that there is no longer a threat to shareholder value.

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2020
Stock Options
Stock Options	Note 7 – Stock Options 2020 Equity Incentive Plan Upon completion of the Spin-Off, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective on December 7, 2020. The total number of securities available for grant under the 2020 Plan is 1,000,000 shares of common stock, subject to adjustment. The Compensation Committee of the Company’s board of directors (the “Committee”) will administer the 2020 Plan and have full power to grant stock options and common stock, construe and interpret the 2020 Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, as it believes reasonable and proper. The Committee, in its absolute discretion, may award common stock to employees, consultants, and directors of the Company, and such other persons as the Committee may select, and permit holders of options to exercise such options prior to full vesting. Pursuant to the Spin-Off, all options were assumed by Petros Pharmaceuticals, Inc. In the event that the Company’s outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, equitable adjustment will be made to the aggregate number and kind of shares subject to stock options which may be granted under the 2020 Plan. The Committee may at any time, and from time to time, suspend or terminate the 2020 Plan in whole or in part or amend it from time to time in such respects as it may deem appropriate and in the Company’s best interest. As of December 31, 2020, no options have been granted pursuant to the 2020 Plan. Before the Spin-Off, Neurotrope was the sponsor of the Company’s 2017 stock option plan (“2017 Plan”). Upon the Spin-Off, the 2017 Plan was transferred to Petros Pharmaceuticals, Inc. Total expenses for 2019 and 2020 was recognized as expense and attributable to the Company (See Note 9 – Parent Company Investment.) As of the Spin-Off date, no additional options expense will be reflected based upon the 2017 Plan. The Black-Scholes valuation model was used to calculate the fair value of stock options. The fair value of stock options issued was estimated at the grant date using the following weighted average assumptions: Dividend yield 0%; Expected term 10 years; an aggregate volatility based upon a blend of the former Parent Company’s historical volatility and guideline company historical volatility of 110.4%; and Risk-free interest rate 0.88%. The weighted average grant date fair value of options granted was approximately $583,000. Total stock-based compensation for the year ended December 31, 2020 was $1,701,377, of which $651,106 was classified as research and development expense and $1,050,271 was classified as general and administrative expense. Total stock-based compensation for the year ended December 31, 2019 was $4,182,000, of which $1,129,066 was classified as research and development expense and $3,052,934 was classified as general and administrative expense. On January 13, 2021, pursuant to its 2020 Plan, the Company granted stock options to purchase an aggregate of 465,400 shares of the Company’s common stock to six members of the board of directors and four employees, including 50,300 options granted to the Company’s Chief Executive Officer pursuant to his employment agreement with the Company dated December 7, 2020. The stock options have an exercise price of $2.46 per share and an expiration date that is ten years from the date of issuance. 415,100 options vest 50% on the date of grant and 50% on the first anniversary of the grant date, the 50,300 options granted to the CEO vest 25% per quarter over one year, with the initial 25% vesting on March 7, 2021.

Common Stock Warrants

Common Stock Warrants	12 Months Ended
	Dec. 31, 2020
Common Stock Warrants
Common Stock Warrants	Note 8 – Common Stock Warrants Warrant Amendment Beginning on September 28, 2020, Neurotrope entered into separate warrant amendment agreements with certain existing holders of its warrants to purchase shares of the Neurotrope’s common stock. As of October 26, 2020, holders of warrants to purchase 3,911,462 shares of Neurotrope Common Stock had entered into warrant amendment agreements, including holders of Series E Warrants to purchase 157,832 shares of common stock, Series F Warrants to purchase 623,303 shares of common stock, Series G Warrants to purchase 908,498 shares of common stock and Series H Warrants to purchase 2,221,829 shares of Neurotrope. Common Stock. Pursuant to the terms of the warrant amendment agreements, Neurotrope and the holders agreed to the following provisions with respect to the Company’s warrants: The initial exercise price of the Spin-Off Warrants was determined as follows for each of the Original Warrants (all of which expire on December 7, 2025): (i) for the Neurotrope Series E Warrants (now the Company’s Series A Warrants), by dividing $250 million by 5,030,316 shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $49.70 per warrant for 157,832 Series A Warrants; (ii) for the Neurotrope Series F Warrants (now the Company’s Series B Warrants), by dividing $100 million by 5,030,316 of shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $19.88 per warrant for 623,303 Series B Warrants; (iii) for the Neurotrope Series G Warrants (now the Company’s Series C Warrants), by dividing $50 million by 5,030,316 shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $9.94 per warrant for 908,498 Series C Warrants; and (iv) for the Neurotrope Series H Warrants (now the Company’s Series D Warrants), by dividing $20 million by 5,030,316 of shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $3.98 per warrant for 2,221,829 Series D Warrants. The Company used the Black-Scholes valuation model to calculate the warrant amendment expense. The fair value of the warrants amended in connection with the Mergers was estimated at the date of the merger using the following weighted average assumptions: Dividend yield 0%; Expected terms ranging from 0.2 to 10 years; volatility based upon a blend of the Parent company’s and guideline company historical volatility ranging from 31.75% to 112.3%; and Risk-free interest rates ranging from 0.11% to 0.42%. The total expense recorded is $1.7 million. Deemed distribution On December 7, 2020, pursuant to the merger of Neurotrope and Metuchen, the Company issued a total of 3,911,462 warrants to investors that elected to amend their existing Neurotrope warrants (see above) and a total of 211,934 shares of the Company’s common stock to those Neurotrope shareholders not electing to amend their existing warrants. The distribution was treated as a deemed dividend, which increased the loss available to common shareholders in the calculation of loss per share by approximately $2.43 million. The Company used the Black-Scholes valuation model to calculate the total charge to earnings per share. The fair value of the warrants and common stock issued in connection with the deemed distribution was estimated at the date of the Spin-Off using the following assumptions: Dividend yield 0%; Expected term of warrants 5 years; volatility based upon a blend of Neurotrope’s and guideline company historical volatility of 115.0%; and a Risk-free interest rate of 0.40%. Number of shares Warrants outstanding January 1, 2020 — Warrants issued 3,911,462 Warrants exercised — Warrants outstanding December 31, 2020 3,911,462 In addition, pursuant to the January 2021 private placement, the Company issued to investors Series E Warrants to purchase 9,335,533 shares of Common Stock, with an exercise price of $2.1275 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement and Series F Warrants to purchase up to an aggregate of 10,269,086 shares of Common stock, with an exercise price of $1.725 per share (subject to adjustment), for a period of five years from the date of issuance. Of the total Series F Warrants, 933,553 were issued pursuant to the Company’s placement agent agreements for the private placement (See Note 6 – “January 2021 Private Placement” above).

Parent Company Investment

Parent Company Investment	12 Months Ended
	Dec. 31, 2020
Parent Company Investment
Parent Company Investment	Note 9 – Parent Company Investment The components of the net transfers (to)/from parent for the years ended December 31, 2020 and 2019 are as follows: Years ended December 31, 2020 2019 Stock based compensation from Parent $ 1,701,376 $ 4,182,000 Consultant compensation paid with Parent equity 500,740 1,430,363 Parent contributions 16,524,189 419,843 Parent warrant amendment expense 1,700,000 — Total $ 20,426,305 $ 6,032,206

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 10 – Subsequent Events Refer to notes 5, 6, 7 and 8 for disclosure of applicable subsequent events.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation Subsequent to the Spin-Off, the Company’s financial statements as of December 31, 2020 and for the period December 7, 2020 to December 30, 2020 are presented on a consolidated basis as the Company became a standalone public company on December 7, 2020. The Company’s combined financial statements as of December 31, 2019 and for the year ended December 31, 2019 as well as the period from January 1, 2020 through December 6, 2020 that is included in the results of operations for the year ended December 31, 2020 were derived from the consolidated financial statements and accounting records of Neurotrope, the former Parent. These combined financial statements reflect the historical results of operations, financial position and cash flows of the former Parent’s Spin-Off business which was a wholly owned subsidiary of Neurotrope, Neurotope Bioscience, Inc., and represented substantially all the business of Neurotrope. These financial statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions between the Company and Neurotrope have been included in our financial statements and are considered to be effectively settled for cash at the time the Spin-Off was recorded. The total net effect of the settlement of these intercompany transactions is reflected in our statements of cash flow as a financing activity and in the balance sheets as “Parent company investment”. See Note 9.
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make significant estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods.
Cash and Cash Equivalents and Concentration of Credit Risk	Cash and Cash Equivalents and Concentration of Credit Risk: The Company considers all highly liquid cash investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $2.1 million. In addition, approximately $3.7 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. Cash and cash equivalents are held in banks or in custodial accounts with banks. Cash equivalents are defined as all liquid investments and money market funds with maturity from date of purchase of 90 days or less that are readily convertible into cash.
Fixed Assets and Leases	Fixed Assets and Leases: Accounting Standard Codification (“ASC”) 842, Leases, was adopted for the fiscal year beginning on January 1, 2019. All leases with a lease term greater than 12 months, regardless of lease type classification, are recorded as an obligation on the balance sheet with a corresponding right-of-use asset. The Company does not have any leases greater than 12 months in duration, hence, the adoption of this standard did not have a material impact to its financial statements. Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful life of the asset, which is deemed to be between three and ten years.
Research and Development Costs	Research and Development Costs: All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE are expensed when incurred. Non-refundable advance payments for research and development are capitalized because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services at December 31, 2020 and December 31, 2019.
Loss Per Common Share	Loss Per Common Share: On the Spin Off date, 5,030,316 shares of the Company’s Common Stock were distributed to Neurotrope stockholders as of November 30, 2020 (the Record Date). This share amount was being utilized for the calculation of basic earnings (loss) per share (“EPS”) for the periods prior to the Spin-Off because the Company was a wholly-owned subsidiary of Neurotrope prior to the Spin Off date. For the periods after the Spin-Off Date, EPS attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of common shares outstanding during the period. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations.
Income Taxes	Income Taxes: The Company accounts for income taxes using the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes under the “Separate return method.” Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company applies the provisions of FASB ASC 740‑10, Accounting for Uncertain Tax Positions , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, and accounting in interim periods, disclosure and transitions. The Company had federal and state net operating loss carryforwards for income tax purposes of approximately $73 million for the period from October 31, 2012 (inception) through December 31, 2020. The net operating loss carryforwards resulted in a deferred tax asset of approximately $15.3 million at December 31, 2020. Income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deductions under existing tax law. The deferred tax asset is offset by a full valuation allowance. We (collectively with Neurotrope, Inc. / Petros Pharmaceuticals, Inc.) may be subject to significant U.S. federal income tax-related liabilities with respect to our prior distribution of all of the issued and outstanding shares of the common stock of Neurotrope Bioscience, Inc., the former subsidiary of Neurotrope, to our stockholders as of and on November 30, 2020 (the “Spin-Off”), if there is a determination that the Spin-Off is taxable for U.S. federal income tax purposes. In connection with the Spin-Off, we believe that substantially to the effect that, among other things, the Spin-Off should qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code. If the conclusions of the tax opinions are not correct, or if the Spin-Off is otherwise ultimately determined to be a taxable transaction, we would be liable for U.S. federal income tax related liabilities. Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company’s ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. In addition, the significant historical operating losses incurred by the Company may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. The Company believes that operating loss carryforwards are limit under Section 382 limitations. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing. Pursuant to the Separation Agreement (the “Separation Agreement”) and the Tax Matters Agreement (the “Tax Matters Agreement”) with Neurotrope, both dated December 6, 2020, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix responsible for any of the liabilities that Neurotrope has agreed to retain. Any amounts Synaptogenix is required to pay pursuant to these indemnification obligations and other liabilities could require Synaptogenix to divert cash that would otherwise have been used in furtherance of its operating business. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix is held liable, Synaptogenix may be temporarily required to bear these losses ourselves.
Expense reimbursement for grant award	Expense reimbursement for grant award The Company is reducing research and development expenses by funding from a National Institutes of Health (“NIH”) grant during the period that the expenses are incurred. For the year ending December 31, 2020, the Company recorded a reduction to expenses incurred and a corresponding grant receivable for its current Phase 2 clinical trial of $975,066. Of this amount, $847,621 was received during the fourth quarter of 2020 with the remaining amount received during January 2021. Of the total $2.7 million available from the NIH grant, approximately $1 million was received for trial-related expenses incurred during the period April 2020 to March 2021 with the remaining $1.7 million available for reimbursement during the period April 2021 to March 2022. The Company believes it will receive the maximum reimbursements under the grant.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Accounting Pronouncements Adopted During the Period: In August 2018 the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements. This standard became effective for the Company on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s financial statements.

Common Stock Warrants (Tables)

Common Stock Warrants (Tables)	12 Months Ended
	Dec. 31, 2020
Common Stock Warrants
Schedule of Common stock warrant activity	Number of shares Warrants outstanding January 1, 2020 — Warrants issued 3,911,462 Warrants exercised — Warrants outstanding December 31, 2020 3,911,462

Parent Company Investment (Tabl

Parent Company Investment (Tables)	12 Months Ended
	Dec. 31, 2020
Parent Company Investment
Schedule components of the net transfers	Years ended December 31, 2020 2019 Stock based compensation from Parent $ 1,701,376 $ 4,182,000 Consultant compensation paid with Parent equity 500,740 1,430,363 Parent contributions 16,524,189 419,843 Parent warrant amendment expense 1,700,000 — Total $ 20,426,305 $ 6,032,206

Organization, Business, Risks_2

Organization, Business, Risks and Uncertainties (Details)	Dec. 07, 2020USD ($)shares	Jul. 23, 2020USD ($)item	Dec. 31, 2020USD ($)shares	Dec. 31, 2020USD ($)shares	Mar. 31, 2022USD ($)	Dec. 06, 2020shares
Number of shares for every five shares held | shares						1
Number of shares for every five shares of Neurcommon stock issuable upon conversion of preferred stock held | shares						1
Number of common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held | shares						1
Number of shares called for by warrants | shares	211,934		10,269,086	10,269,086
Exercise price to purchase shares	$ 2,430,000
Spin-Off from Neurotrope
Number of shares for every five shares held | shares	1
Number of shares for every five shares of Neurcommon stock issuable upon conversion of preferred stock held | shares	1
Number of common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held | shares	1
Excess of cash in operating assets And liabilities	$ 20,000,000
Number of shares called for by warrants | shares	19,556,629
Number of warrants	$ 3,911,326
Warrants term	5 years
2020 Services Agreement
Target enrollment of study subjects | item		100
Total estimated budget for the services		$ 9,800,000
Services fees		943,000
Pass-through expenses		266,000
Investigator/institute fees		$ 314,000
Threshold period of prior written notice to terminate agreement		60 days
Amount funded against the total trial cost			$ 2,200,000	$ 2,200,000
Clinical expenses credited against WCT prepayments				900,000
WCT prepayment			1,500,000	1,500,000
WCT prepayments included as a prepaid expense and other current assets			674,000	674,000
WCT payments included in accounts payable			624,000	624,000
2020 Services Agreement | National Institutes of Health
Total estimated budget for the services		$ 7,100,000
Amount of award received			$ 847,621	2,700,000
Funding received in first year				$ 1,000,000
Forecast | 2020 Services Agreement | National Institutes of Health
Funding receivable in second year					$ 1,700,000

Organization, Business, Risks_3

Organization, Business, Risks and Uncertainties - Liquidity Uncertainties (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Organization, Business, Risks and Uncertainties
Cash and cash equivalents	$ 5,795,055	$ 17,382,038
Common stock, par value	$ 0.0001
Preferred stock, par value	$ 0.0001
Cash and cash equivalents expected amount at financial reporting date	$ 15,300,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	Dec. 07, 2020shares	Dec. 31, 2020USD ($)	Dec. 31, 2020USD ($)	Mar. 31, 2022USD ($)	Dec. 31, 2019USD ($)
Summary Of Significant Accounting Policies [Line Items]
Cash balance of insured FDIC amount		$ 2,100,000	$ 2,100,000
Cash balance of uninsured amount		3,700,000	3,700,000
Capitalized research and development services		0	0		$ 0
Spin-Off Ratio	0.20
Issue of Shares On Spin Off | shares	5,030,316
Deferred tax assets of operating loss carryforwards		15,300,000	15,300,000
Net operating loss carryforwards		73,000,000	73,000,000
Deferred tax asset, net operating loss carryforwards		15,300,000	15,300,000
Grants receivable		975,066	$ 975,066
Current Neurotrope stockholders
Summary Of Significant Accounting Policies [Line Items]
Issue of Shares On Spin Off | shares	5,030,316
Maximum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life (years)			10 years
Minimum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life (years)			3 years
National Institutes of Health | 2020 Services Agreement
Summary Of Significant Accounting Policies [Line Items]
Amount of award received		$ 847,621	$ 2,700,000
Funding received in first year			$ 1,000,000
National Institutes of Health | 2020 Services Agreement | Forecast
Summary Of Significant Accounting Policies [Line Items]
Funding receivable in second year				$ 1,700,000

Collaborative Agreements and _2

Collaborative Agreements and Commitments (Details) - USD ($)	Dec. 31, 2020	Jan. 19, 2017	Jul. 14, 2014	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual license maintenance fee		$ 10,000
Commitment To Pay Fees		2,100,000
Operating Expenses				$ 11,156,410	$ 15,513,457
Stand Ford License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments made				$ 3,700,000
Royalty payment percentage				3.00%
Payments for Royalties				$ 0
Mt. Sinai License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Licensing fees			$ 85,000
Development costs and patent fees			75,000
Milestone payments made				0
Total services fees			160,000
Payable of milestone payments			2,000,000
Additional milestone payments			$ 1,500,000
Payments for Royalties				0
Mt. Sinai License Agreement | Net sales up to $250 million
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty payment percentage			2.00%
Threshold net sales			$ 250,000,000
Mt. Sinai License Agreement | Net sales over $250 million
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty payment percentage			3.00%
Threshold net sales			$ 250,000,000
Agreements with BryoLogyx
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other Income	$ 0
Payments for Royalties				$ 1,000,000
Percentage of Gross Revenue	2.00%			2.00%
License [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate amount paid		$ 70,000
Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty payment percentage		1.50%
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty payment percentage		4.50%

Related Party Transactions an_2

Related Party Transactions and Licensing / Research Agreements (Details)	Nov. 10, 2018USD ($)	Dec. 31, 2020USD ($)item	Dec. 31, 2019USD ($)
Related Party Transaction [Line Items]
Research and development		$ 3,069,034	$ 5,670,013
Number of statements | item		0
Costs and Expenses, Related Party	$ 10,000
President [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage		1.00%

Commitments and Contingencies (

Commitments and Contingencies (Details)

Feb. 24, 2021USD ($)

Jan. 01, 2021USD ($)$ / sharesshares

Dec. 07, 2020USD ($)itemshares

Dec. 01, 2020USD ($)shares

Nov. 30, 2020shares

Jul. 23, 2020USD ($)item

Feb. 01, 2020USD ($)

Jun. 01, 2019USD ($)

May 04, 2018item

Aug. 04, 2016USD ($)

Apr. 30, 2020USD ($)

Dec. 31, 2020USD ($)shares

Dec. 31, 2020USD ($)shares

Dec. 31, 2019USD ($)

Apr. 30, 2021USD ($)

Other Commitments [Line Items]

Funding receivable in year two

$ 127,445

$ 127,445

Clinical trial expenses

$ 3,069,034

$ 5,670,013

Monthly installment of annual consulting fee

$ 17,500

Warrants to purchase shares of common stock | shares

211,934

10,269,086

10,269,086

Consulting Agreement with SM Capital Management, LLC [Member]

Other Commitments [Line Items]

Contract Payments, Term

1 year

Annual consulting fee

$ 120,000

Monthly installment of annual consulting fee

$ 10,000

Consulting Agreement with Katalyst Securities LLC [Member]

Other Commitments [Line Items]

Payments for consulting per month

$ 25,000

Warrants term

5 years

Warrants term following the effective date

3 months

Warrants to purchase shares of common stock | shares

18,000

Consulting Agreement with Katalyst Securities LLC [Member] | Subsequent events

Other Commitments [Line Items]

Monthly installment of annual consulting fee

$ 20,000

Warrants to purchase shares of common stock | shares

100,000

Exercise price of warrants | $ / shares

$ 2.865

Consulting Agreement with GP Nurmenkari, Inc [Member]

Other Commitments [Line Items]

Warrants term

5 years

Warrants term following the effective date

3 months

3 months

Monthly installment of annual consulting fee

$ 8,000

Warrants to purchase shares of common stock | shares

4,800

10,000

Consulting Agreement with GP Nurmenkari, Inc [Member] | Subsequent events

Other Commitments [Line Items]

Monthly installment of annual consulting fee

$ 12,000

Warrants to purchase shares of common stock | shares

40,000

Exercise price of warrants | $ / shares

$ 2.865

2018 Services Agreement

Other Commitments [Line Items]

Target enrollment of study subjects | item

100

2020 Services Agreement

Other Commitments [Line Items]

Target enrollment of study subjects | item

100

Total estimated budget for the services

$ 9,800,000

Pass-through expenses

266,000

Services fees

943,000

Investigator/institute fees

$ 314,000

Threshold period of prior written notice to terminate agreement

60 days

Funding received

$ 1,000,000

Amount funded against the total trial cost

$ 2,200,000

$ 2,200,000

Clinical trial expenses

1,900,000

Clinical expenses credited against WCT prepayments

900,000

WCT prepayment

1,500,000

1,500,000

WCT prepayments included as a prepaid expense and other current assets

674,000

674,000

WCT payments included in accounts payable

624,000

624,000

2020 Services Agreement | National Institutes of Health

Other Commitments [Line Items]

Total estimated budget for the services

$ 7,100,000

Amount of award received

$ 847,621

$ 2,700,000

2020 Services Agreement | Forecast

Other Commitments [Line Items]

Funding receivable in year two

$ 1,700,000

Employment agreement with Alan J. Tuchman, M.D

Other Commitments [Line Items]

Initial annual base salary

$ 222,000

Annual discretionary bonus payable (as a percent)

50.00%

Options granted to purchase shares of common stock as a percent of Company's outstanding shares of common stock immediately following the Spin-Off

1.00%

Term of the agreement

1 year

Extension periods of the agreement

6 years

Minimum percentage of annualized salary payable if the employee is termination within six months from start date

50.00%

Employment agreement with Alan J. Tuchman, M.D | If employee is terminated after six months but within one year from Start Date

Other Commitments [Line Items]

Number of months base salary payable if the employee is terminated | item

1

Employment agreement with Alan J. Tuchman, M.D | If employee is terminated after one year from Start Date

Other Commitments [Line Items]

Number of months base salary payable if the employee is terminated | item

2

Employment agreement with Alan J. Tuchman, M.D | First anniversary from Start Date

Other Commitments [Line Items]

Options granted, vesting percentage

25.00%

Employment agreement with Alan J. Tuchman, M.D | Second anniversary from Start Date

Other Commitments [Line Items]

Options granted, vesting percentage

25.00%

Employment agreement with Alan J. Tuchman, M.D | Third anniversary from Start Date

Other Commitments [Line Items]

Options granted, vesting percentage

25.00%

Employment agreement with Alan J. Tuchman, M.D | Fourth anniversary from Start Date

Other Commitments [Line Items]

Options granted, vesting percentage

25.00%

Charles Ryan Separation Agreement

Other Commitments [Line Items]

Annual discretionary bonus payable (as a percent)

50.00%

Number of months base salary payable as of the Separation Date | item

12

Total base salary payable upon Separation

$ 425,000

Cash bonus payable upon Separation

$ 225,000

Period following the Separation Date to pay COBRA premiums

12 months

Total commitment

$ 660,000

Charles Ryan Separation Agreement | Subsequent events

Other Commitments [Line Items]

Separation benefits paid

$ 320,000

Separation benefits reimbursed by Metuchen pursuant to Merger

$ 160,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Dec. 07, 2020shares	Dec. 31, 2020Vote$ / sharesshares	Feb. 09, 2021shares
Stockholders' Equity
Issue of shares on spin off	5,030,316
Spin Off Ratio	0.20
Common stock, shares authorized		150,000,000
Common stock, par value | $ / shares		$ 0.0001
Preferred Stock, Shares Authorized		1,000,000
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001
Votes per share of common stock | Vote		1
Common stock, shares issued		5,030,316	14,032,516
Common stock, shares outstanding		5,030,316	14,032,516

Stockholders' Equity - January

Stockholders' Equity - January 2021 Private Placement (Details) - USD ($)	Jan. 21, 2021	Jan. 13, 2021	Dec. 31, 2020	Dec. 07, 2020
Class of Stock [Line Items]
Aggregate number of shares authorized to issue under purchase agreement	9,335,533
Share price	$ 0.01
Common share issuable upon exercise of warrants			10,269,086	211,934
Common stock, par value			$ 0.0001
Preferred stock, par value (in dollars per share)			$ 0.0001
Subsequent events
Class of Stock [Line Items]
Threshold period in which registration statement should file as per registration agreement	30 days
Minimum duration in which registration declared to be effective if filed within agreed period	120 days
Maximum duration in which registration declared to be effective if filed within agreed period	150 days
Securities Purchase Agreements | Subsequent events
Class of Stock [Line Items]
Combined purchase price of common stock and warrants	$ 1.50
Gross proceeds in offering	$ 14,000,000
Securities Purchase Agreements | Subsequent events | Placement Agents
Class of Stock [Line Items]
Warrants exercise price	$ 1.725
Warrants exercise period	5 years
Percentage of offering fees in cash	10.00%
Percentage of offering fees in warrants	10.00%
Shareholder Rights Plan | Subsequent events
Class of Stock [Line Items]
Number of preferred share purchase right for each outstanding share of Common Stock by means of dividend		1
Minimum acquisition percentage of outstanding common stock to exercise rights		15.00%
Discount available to right holders to purchase common stock upon acquisition of minimum shareholding by acquiring person		50.00%
Number of common shares for each right		1
Common stock, par value		$ 0.0001
Rights Agreement | Subsequent events
Class of Stock [Line Items]
Number of One-Thousanth share of Series A Preferred stock Issued In Right		1
Preferred stock, par value (in dollars per share)		$ 0.001
Purchase price of right		20
Series E Warrants
Class of Stock [Line Items]
Common share issuable upon exercise of warrants			157,832
Series E Warrants | Securities Purchase Agreements | Subsequent events
Class of Stock [Line Items]
Common share issuable upon exercise of warrants	9,335,533
Warrants exercise price	$ 2.1275
Warrants exercise period	12 months
Series F Warrants
Class of Stock [Line Items]
Common share issuable upon exercise of warrants			623,303
Series F Warrants | Securities Purchase Agreements | Subsequent events
Class of Stock [Line Items]
Common share issuable upon exercise of warrants	9,335,533
Warrants exercise price	$ 1.725
Warrants exercise period	5 years

Stock Options (Details)

Stock Options (Details)	Mar. 07, 2021	Jan. 13, 2021employeedirector$ / sharesshares	Dec. 07, 2020USD ($)shares	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities available for grant | shares			1,000,000
Number of options granted | shares		465,400	0
Stock options expense				$ 1,701,377	$ 4,182,000
Dividend yield			0.00%
Expected term			10 years
Volatility			110.40%
Risk-free interest rate			0.88%
Fair value of options granted			$ 583,000
Exercise price of stock options | $ / shares		$ 2.46
Expiration period		10 years
Number of options vested | shares		415,100
Vesting percentage	25.00%	25.00%
Number of director | director		6
Number of employee | employee		4
2020 Equity Incentive Plan | Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options expense				651,106	1,129,066
2020 Equity Incentive Plan | General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options expense				$ 1,050,271	$ 3,052,934
2020 Equity Incentive Plan | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted | shares		50,300	50,300
2017 stock option plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options expense			$ 0
Second anniversary from Start Date | 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Third anniversary from Start Date | 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Fourth anniversary from Start Date | 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Date of grant | 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		50.00%
First anniversary of grant date | 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		50.00%

Common Stock Warrants - Common

Common Stock Warrants - Common stock warrant activity (Details)	12 Months Ended
	Dec. 31, 2020shares
Common Stock Warrants
Warrants issued	3,911,462
Warrants outstanding December 31, 2020	3,911,462

Common Stock Warrants - Additio

Common Stock Warrants - Additional Information (Details)	12 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 07, 2020USD ($)shares	Oct. 26, 2020shares
Warrants outstanding		3,911,462	3,911,462
Warrants issued	3,911,462
Exercise price to purchase shares | $		$ 2,430,000
Spin-Off Ratio		0.20
Parent company warrant amendment expense | $	$ 1,700,000
Warrants to purchase shares of common stock	10,269,086	211,934
Series H Warrants
Warrants outstanding			2,221,829
Stock Issued During Period, Shares, New Issues	5,030,316
Exercise price of warrants before amendment | $ / shares	$ 3.98
Exercise price to purchase shares | $	$ 20
Warrants to purchase shares of common stock	2,221,829
Series G Warrants
Warrants outstanding			908,498
Stock Issued During Period, Shares, New Issues	5,030,316
Exercise price of warrants before amendment | $ / shares	$ 9.94
Exercise price to purchase shares | $	$ 50
Warrants to purchase shares of common stock	908,498
Series F Warrants
Warrants outstanding			623,303
Stock Issued During Period, Shares, New Issues	5,030,316
Exercise price of warrants before amendment | $ / shares	$ 19.88
Exercise price to purchase shares | $	$ 100
Warrants to purchase shares of common stock	623,303
Series E Warrants
Warrants outstanding			157,832
Stock Issued During Period, Shares, New Issues	5,030,316
Exercise price of warrants before amendment | $ / shares	$ 49.70
Exercise price to purchase shares | $	$ 250
Warrants to purchase shares of common stock	157,832
Dividend yield
Spin-Off Ratio	0	0
Expected term
Warrants term		5 years
Expected term | Minimum
Warrants term	2 months 12 days
Expected term | Maximum
Warrants term	10 years
Volatility
Spin-Off Ratio		115
Volatility | Minimum
Spin-Off Ratio	31.75
Volatility | Maximum
Exercise price to purchase shares | $	$ 112.3
Risk-free interest rate
Spin-Off Ratio		0.40
Risk-free interest rate | Minimum
Spin-Off Ratio	0.11
Risk-free interest rate | Maximum
Exercise price to purchase shares | $	$ 0.42

Parent Company Investment (Deta

Parent Company Investment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Parent Company Investment
Stock based compensation from Parent	$ 1,701,376	$ 4,182,000
Consultant compensation paid with Parent equity	500,740	1,430,363
Parent contributions	16,524,189	419,843
Parent warrant amendment expense	1,700,000
Total	$ 20,426,305	$ 6,032,206