Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity Registrant Name | Synaptogenix, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,136,302 | |
Entity Central Index Key | 0001571934 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | SNPX | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Entity File Number | 001-40458 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, City or Town | New York | |
Entity Tax Identification Number | 46-1585656 | |
Entity Address, Postal Zip Code | 10036 | |
Entity Address, Address Line One | 1185 Avenue of the Americas | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, State or Province | NY | |
City Area Code | 973 | |
Local Phone Number | 242-0005 | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 31,702,086 | $ 5,795,055 |
Grant receivable | 127,445 | |
Prepaid expenses and other current assets | 1,238,158 | 806,289 |
TOTAL CURRENT ASSETS | 32,940,244 | 6,728,789 |
Fixed assets, net of accumulated depreciation | 19,725 | 22,212 |
TOTAL ASSETS | 32,959,969 | 6,751,001 |
CURRENT LIABILITIES | ||
Accounts payable | 648,164 | 1,260,335 |
Accrued expenses | 121,809 | 352,154 |
TOTAL CURRENT LIABILITIES | 769,973 | 1,612,489 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock - 1,000,000 shares authorized as of June 30, 2021, $0.0001 par value; 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Common stock - 150,000,000 shares authorized as of June 30, 2021, $0.0001 par value; 6,038,798 shares issued and outstanding as of June 30, 2021 and 1,257,579 shares as of December 31, 2020. | 604 | 126 |
Additional paid-in capital | 39,168,084 | 6,668,859 |
Accumulated deficit | (6,978,692) | (1,530,473) |
TOTAL SHAREHOLDERS' EQUITY | 32,189,996 | 5,138,512 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 32,959,969 | $ 6,751,001 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Condensed Balance Sheets | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,038,798 | 1,257,579 |
Common stock, shares outstanding | 6,038,798 | 1,257,579 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING EXPENSES: | ||||
Research and development | $ 986,280 | $ 600,065 | $ 2,138,060 | $ 993,310 |
General and administrative | 1,308,893 | 2,407,702 | 3,312,306 | 4,622,668 |
TOTAL OPERATING EXPENSES | 2,295,173 | 3,007,767 | 5,450,366 | 5,615,978 |
OTHER INCOME (EXPENSE): | ||||
Interest income | 1,331 | 75,641 | 2,147 | 146,508 |
Net loss before income taxes | 2,293,842 | 2,932,126 | 5,448,219 | 5,469,470 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ 2,293,842 | $ 2,932,126 | $ 5,448,219 | $ 5,469,470 |
PER SHARE DATA: | ||||
Basic and diluted loss per common share | $ 0.58 | $ 2.33 | $ 1.53 | $ 4.35 |
Basic and diluted weighted average common shares outstanding | 3,971,200 | 1,257,579 | 3,551,600 | 1,257,579 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - USD ($) | Common stock | Additional Paid-In Capital | Parent Company Investment | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 17,418,765 | $ 17,418,765 | |||
Net change in Parent company investment | 16,519,988 | 16,519,988 | |||
Parent company stock based compensation | 1,061,096 | 1,061,096 | |||
Consulting services paid by issuance of Parent company common stock warrants | 267,459 | 267,459 | |||
Net loss | (5,469,470) | (5,469,470) | |||
Balance at Jun. 30, 2020 | 29,797,838 | 29,797,838 | |||
Balance at Mar. 31, 2020 | 32,175,155 | 32,175,155 | |||
Parent company stock based compensation | 404,280 | 404,280 | |||
Consulting services paid by issuance of Parent company common stock warrants | 150,529 | 150,529 | |||
Net loss | (2,932,126) | (2,932,126) | |||
Balance at Jun. 30, 2020 | $ 29,797,838 | 29,797,838 | |||
Balance at Dec. 31, 2020 | $ 126 | $ 6,668,859 | $ (1,530,473) | 5,138,512 | |
Balance (in shares) at Dec. 31, 2020 | 1,257,579 | ||||
Parent company stock based compensation | 719,791 | 719,791 | |||
Exercise of common stock warrants | $ 94 | 7,582,182 | 7,582,276 | ||
Exercise of common stock warrants (in shares) | 941,394 | ||||
Consulting services paid by issuance of Parent company common stock warrants | 18,156 | 18,156 | |||
Consulting services paid by issuance of Parent company common stock warrants (in Shares) | 2,590 | ||||
Reverse stock split rounding | (1,529) | (1,529) | |||
Shares issued for reverse stock split rounding (in shares) | (345) | ||||
Issuance of warrants for consulting fees | 396,848 | 396,848 | |||
Private placement of common stock and warrants | $ 384 | 23,783,777 | 23,784,161 | ||
Private placement of common stock and warrants (in shares) | 3,837,580 | ||||
Net loss | (5,448,219) | (5,448,219) | |||
Balance at Jun. 30, 2021 | $ 604 | 39,168,084 | (6,978,692) | 32,189,996 | |
Balance (in shares) at Jun. 30, 2021 | 6,038,798 | ||||
Balance at Mar. 31, 2021 | $ 351 | 20,093,707 | (4,684,850) | 15,409,208 | |
Balance (in shares) at Mar. 31, 2021 | 3,508,129 | ||||
Parent company stock based compensation | 151,552 | 151,552 | |||
Exercise of common stock warrants | $ 94 | 7,582,182 | 7,582,276 | ||
Exercise of common stock warrants (in shares) | 941,394 | ||||
Consulting services paid by issuance of Parent company common stock warrants | 18,156 | 18,156 | |||
Consulting services paid by issuance of Parent company common stock warrants (in Shares) | 2,590 | ||||
Reverse stock split rounding | (1,529) | (1,529) | |||
Shares issued for reverse stock split rounding (in shares) | (345) | ||||
Issuance of warrants for consulting fees | 52,681 | 52,681 | |||
Private placement of common stock and warrants | $ 159 | 11,271,335 | 11,271,494 | ||
Private placement of common stock and warrants (in shares) | 1,587,030 | ||||
Net loss | (2,293,842) | (2,293,842) | |||
Balance at Jun. 30, 2021 | $ 604 | $ 39,168,084 | $ (6,978,692) | $ 32,189,996 | |
Balance (in shares) at Jun. 30, 2021 | 6,038,798 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOW USED IN OPERATING ACTIVITIES | ||
Net loss | $ (5,448,219) | $ (5,469,470) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Parent company stock based compensation | 1,061,096 | |
Stock based compensation | 719,791 | |
Consulting services paid by issuance of common stock | 18,156 | 267,459 |
Consulting services paid by issuance of common stock warrants | 396,848 | |
Consulting services paid by issuance of Parent company common stock warrants | 18,156 | 267,459 |
Depreciation expense | 2,487 | 2,407 |
Change in assets and liabilities | ||
Increase in prepaid expenses | (431,869) | (95,447) |
(Decrease) increase in accounts payable | (612,171) | 554,551 |
(Decrease) increase in accrued expenses | (230,345) | 33,971 |
Total adjustments | (137,103) | 1,824,037 |
Net Cash Used in Operating Activities | (5,585,322) | (3,645,433) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Purchase of fixed assets | (5,413) | |
Net Cash Used in Investing Activities | (5,413) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Private placements of common stock and warrants | 23,784,161 | |
Proceeds from exercise of investor warrants | 7,582,276 | |
Grant funding received | 127,445 | |
Cash in lieu of shares for reverse stock split | (1,529) | |
Net transfer from parent | 16,519,988 | |
Net Cash Provided by Financing Activities | 31,492,353 | 16,519,988 |
NET INCREASE IN CASH AND EQUIVALENTS | 25,907,031 | 12,869,142 |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 5,795,055 | 17,382,038 |
CASH AND EQUIVALENTS AT END OF PERIOD | $ 31,702,086 | $ 30,251,180 |
Organization, Business, Risks a
Organization, Business, Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Business, Risks and Uncertainties | |
Organization, Business, Risks and Uncertainties | Note 1 – Organization, Business, Risks and Uncertainties: Organization and 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”). Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “SNPX.” 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”) and 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 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 “ Merger Agreement”), as amended (the “Mergers”). 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 4,889,158 shares of Neurotrope common stock (the “A&R Warrants”) received 977,831 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, Inc. 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. Liquidity Uncertainties As of June 30, 2021, the Company had approximately $31.7 million in cash and cash equivalents as compared to $5.8 million at December 31, 2020. The Company expects that its current cash and cash equivalents, $32.1 million as of the date of this quarterly report, which includes cash received during July and August of approximately $1.3 million consisting of cash received from exercise of investor warrants of approximately $800,000 plus reimbursement of trial expenses of approximately $500,000 from the NIH, will be sufficient to support its projected operating requirements for at least the next 12 months from this 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. 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, 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 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 a pandemic resurgence 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 31, 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 for the period from January 1, 2020 through December 6, 2020 that is included in the results of operations for the six months ending June 30, 2020 and 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, Neurotrope 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. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company's financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2021 may not be indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited condensed financial statements and the notes to those statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K. 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 June 30, 2021, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $9.0 million. In addition, approximately $22.7 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. Fixed Assets and Leases: 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 during the respective reporting periods. 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 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 June 30, 2021 and December 31, 2020. Loss Per Common Share: On the Spin Off date, 1,257,579 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. Penny warrants were included in the calculation of outstanding shares for purposes of basic loss per share. 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 The Company had federal and state net operating loss carryforwards for income tax purposes of approximately $77.8 million through June 30, 2021. The net operating loss carryforwards resulted in a deferred tax asset of approximately $19.4 million at June 30, 2021. 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. The Company (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, the Company believes 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, the Company 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 limited under Section 382 limitations although Section 382 studies have not been conducted to determine the actual limitations. 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. 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. Expense reimbursement for grant award The Company reduces its research and development expenses by funding received or receivable from a National Institutes of Health (“NIH”) grant during the period that the expenses are incurred. The Company did not recognize any grant related expense reductions in the three and six months ended June 30, 2021. See Note 5, “ Clinical Trial Services Agreements Of the total $2.7 million available from the NIH grant, approximately $1 million was received for trial-related expenses incurred since grant inception to June 2021 with the remaining $1.7 million available for reimbursement during the period April 2021 to March 2022. During July and thru August 10, 2021, the Company received approximately $500,000 of the remaining $1.7 million NIH grant. The Company believes it will receive the maximum reimbursements under the grant. Recent Accounting Pronouncements Accounting Pronouncements Adopted During the Period: In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, which reduces the number of accounting models for convertible instruments, amends diluted earnings per share calculations for convertible instruments and allows more contracts to qualify for equity classification. ASU 2020-06 will be effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is evaluating the adoption of ASU 2020-06. |
Collaborative Agreements and Co
Collaborative Agreements and Commitments | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021, 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 June 30, 2021, 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 $170,000 consisting of licensing fees of $95,000 plus development costs and patent fees of approximately $75,000. As of June 30, 2021, 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. The Company is not currently using synthetic Bryostatin-1 for its current Phase 2 clinical trial and will determine when to incorporate the synthetic into the clinical trial process. 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 June 30, 2021. Nemours Agreement On September 5, 2018, we announced a collaboration with Nemours A.I. DuPont Hospital (“Nemours”), a premier U.S. children’s hospital, to initiate a clinical trial in children with Fragile X. In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. On August 5, 2021, the Company announced its memorandum of understanding with Nemours to initiate a clinical trial using bryostatin, under Orphan Drug Status, to treat Fragile X. The Company intends to provide the bryostatin drug product and obtain the investigational new drug documentation (“IND”) and Nemours intends to provide the clinical site and attendant support for the trial. The Company and Nemours, jointly, will develop the trial protocol. The Company estimates its total trial and IND cost to be approximately $700,000. |
Related Party Transactions and
Related Party Transactions and Licensing / Research Agreements | 6 Months Ended |
Jun. 30, 2021 | |
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”) 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 CRE License Agreement 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 three and six months ended June 30, 2021 and 2020, respectively. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies: Clinical Trial Services Agreements 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 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 June 30, 2021, approximately $3.9 million has been funded against the total trial cost. Of this total, approximately $1.0 million has been received from the NIH. The Company incurred approximately $4.0 million of cumulative expenses associated with the current Phase 2 clinical trial as of June 30, 2021. Of the total $4.0 million incurred for the trial to-date, approximately $745,000 and $1.6 million is reflected in the statement of operations for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, approximately $500,000 of WCT prepayments is included as a prepaid expense and other current assets and approximately $468,000 which is included in accounts payable in the accompanying balance sheet. Related Party and Other 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. For the three and six months ended June 30, 2021, $30,000 and $60,000 is reflected in the Company’s statements of operations, respectively, pursuant to the Consulting Agreement. 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”). 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 4,500 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 25,000 shares of the Company’s common stock at $11.46 per share, on April 1, 2021, was granted warrants to purchase an additional 4,500 shares of the Company’s common stock at $8.80 per share, and, on July 1, 2021, was granted warrants to purchase an additional 4,500 shares of the Company’s common stock at $9.76 per share. All other terms and conditions of the Katalyst Agreement remain unchanged. For the three and six months ended June 30, 2021, $153,867 and $459,700 is reflected in the Company’s statements of operations, respectively, pursuant to the Katalyst Agreement. 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 1,200 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 2,500, 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. Effective as of July 1, 2021, the Company entered into a second amended consulting agreement with GPN increasing the cash payment to $20,000 per month and increasing warrant issued for each three-month period beginning July 1, 2021 to 5,800, with the last issuance on October 1, 2021. In addition, on February 16, 2021, GPN was granted warrants to purchase 10,000 shares of the Company’s common stock at $11.46 per share, on April 1, 2021, was granted warrants to purchase an additional 2,500 shares of the Company’s common stock at $8.80 per share, and, on July 1, 2021, was granted warrants to purchase an additional 5,800 shares of the Company’s common stock at $9.76 per share. All other terms and conditions of the GPN Agreement remain unchanged. For the three and six months ended June 30, 2021, $54,815 and $189,148 is reflected in the Company’s statements of operations, respectively, pursuant to the GPN Agreement. 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 fourth 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. In connection with Dr. Ryan’s termination on December 1, 2020, 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 As of August 10, 2021, approximately $427,400 has been paid of which approximately $213,700 has been reimbursed by Metuchen. As of December 31, 2020 and June 30, 2021, the severance obligation included in accrued expenses on the Company’s balance sheet was approximately $332,000 and $99,000, respectively. 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. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6 – Stockholders’ Equity On December 7, 2020, the Company completed its Spin-Off from Neurotrope and issued issued 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. 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 2,417,242 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 2,333,908 shares of Common Stock, with an exercise price of $8.51 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 2,333,908 shares of Common stock, with an exercise price of $6.90 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 $6.00 per share of Common Stock and Warrants (the “Offering”). The Company received total gross proceeds of approximately $14,000,000 and net proceeds of approximately $12.5 million. 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 filed a registration statement on Form S-1 in connection with the Registration Rights Agreement on February 8, 2021. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement. The Company’s registration statement on Form S-1 to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants and Pre-Funded Warrants went effective on April 29, 2021. In connection with the Offering, we paid our placement agents Katalyst and GPN (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 agents, with an exercise price of $6.90 per share and a five-year term. June 2021 Private Placement On June 14, 2021, the Company entered into Securities Purchase Agreements (the “June Purchase Agreement”) with certain accredited investors (the “June Purchasers”) to issue (a) an aggregate of 1,653,281 shares of the Company’s Common Stock and/or prefunded warrants to purchase shares of Common Stock at an exercise price of $0.01 per share (the “June Pre-Funded Warrants”) and (b) Series G warrants to purchase up to an aggregate of 1,653,281 shares of Common stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of five years from the date of issuance (the “June Warrants”) at a combined purchase price of $7.547 per share of Common Stock and June Warrants (the “June Offering”). The Company received total gross proceeds of approximately $12.5 million and net proceeds of approximately $11.2 million. In connection with the June Purchase Agreement, the Company and the June Purchasers entered into a Registration Rights Agreement (the “June Registration Rights Agreement”) on June 14, 2021. Under the terms of the June Registration Rights Agreement, the Company agreed to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the June Warrants and the June Pre-Funded Warrants sold to the Buyers pursuant to the June Purchase Agreement. The Company filed a registration statement for the resale of such securities on June 24, 2021, and it was declared effective by the SEC on July 6, 2021. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement. In connection with the June Offering, pursuant to an Engagement Agreement, dated June 14, 2021 (the “June Engagement Agreement”), between the Company and Katalyst Securities LLC (the “June Placement Agent”), the Company paid the June Placement Agent (i) a cash fee equal to ten percent (10%) of the gross proceeds from the sale of securities in the Offering sold to June Purchasers introduced by the June Placement Agent and (ii) 152,378 warrants to purchase shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock sold to June Purchasers introduced by the June Placement Agent, with an exercise price of $8.51 per share and a five-year term (the “June Broker Warrants”). Furthermore, the Company agreed to pay the June Placement Agent a warrant exercise fee equal to ten percent (10%) of the aggregate exercise price that is paid in connection with each exercise, if any, of the June Warrants initially held by June Purchasers introduced by the June Placement Agent. The June Placement Agent is also entitled to the foregoing fees with respect to any future financing or capital-raising transaction by the Company (a “Subsequent Financing”), to the extent such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company, in the event such Subsequent Financing is consummated within eighteen (18) months following the closing of the June Offering. Adoption of a Shareholder Rights Plan On January 13, 2021, the Company adopted a shareholder rights plan (the “Rights Plan”). The Rights Plan is intended to protect the interests of the Company’s 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 the Company, through open market accumulation or other tactics, without appropriately compensating all stockholders. Pursuant to the Rights Plan, the Company 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 of directors of the Company (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. Reverse Stock Split At the Special Meeting, the stockholders approved our proposal to effect one reverse stock split of the Company’s outstanding shares of Common stock, at any ratio between 1-for-1.5 and 1-for-20, at such time as the Company’s Board of Directors shall determine, in its sole discretion, before December 31, 2022. On May 19, 2021, the Company effected a 1-for-4 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Stock Based Compensation | |
Stock Based Compensation | Note 7 – Stock Based Compensation 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 was 250,000 shares of common stock, subject to adjustment. On April 7, 2021, the Company held a special meeting of stockholders (“Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s 2020 Plan to increase the total number of shares of the Company’s common stock from 250,000 to an aggregate of 625,000 shares of common stock. 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. 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 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. Option Grants The following is a summary of stock option activity under the stock option plans for the six months ended June 30, 2021: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Exercise Term (in Shares Price (Years) millions) Options outstanding at January 1, 2021 — $ — — $ — Options granted 123,850 $ 9.84 Less options forfeited — $ — Less options expired/cancelled — $ — Less options exercised — $ — Options outstanding at June 30, 2021 123,850 $ 9.84 9.5 $ — Options exercisable at June 30, 2021 77,038 $ 9.84 9.5 $ — On January 13, 2021, pursuant to its 2020 Plan, the Company granted stock options to purchase an aggregate of 116,350 shares of the Company’s common stock to six members of the board of directors and four employees, including 12,575 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 $9.84 per share and an expiration date that is ten years from the date of issuance. 103,775 options vest 50% on the date of grant and 50% on the first anniversary of the grant date, the 12,575 options granted to the CEO vest 25% per quarter over one year, with the initial 25% vesting on March 7, 2021. On April 6, 2021, pursuant to the Company’s Director Compensation Policy (see below), the Company granted stock options to purchase an aggregate of 7,500 shares of the Company’s common stock to five members of the board of directors. The stock options have an exercise price of $9.80 per share and an expiration that is ten years from the date of issuance. All these options vest on the first anniversary of the grant date. The Black-Scholes valuation model was used to calculate the fair value of these stock options issued pursuant to the 2020 Plan. The fair value of stock options issued was estimated at the grant date using the following weighted average assumptions: Dividend yield 0%; Expected term 5.2 years; an aggregate volatility based upon a blend of the former Parent Company’s historical volatility and guideline company historical volatility of 129.9%; and Risk-free interest rate 0.51%. The weighted average grant date fair value of options granted was approximately $1,054,000. On March 12, 2021, Synaptogenix adopted a new nonemployee director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of nonqualified stock options to purchase up to 1,500 shares of Synaptogenix’s Common Stock to each of Synaptogenix’s nonemployee directors. Such grants shall occur annually on the fifth business day after the filing of Synaptogenix’s Annual Report on Form 10-K and shall vest on the one-year anniversary from the date of grant subject to the director’s continued service on the Board of Directors on the vesting date. The Director Compensation Policy also provides for the automatic grant of nonqualified stock options to purchase up to 1,200 shares of Synaptogenix’s Common Stock, plus options to purchase an additional 300 shares of Common Stock for service on a committee of the Board of Directors, to each newly appointed director following the date of his or her appointment. Such options shall vest as follows: fifty percent (50%) on the date of the grant, twenty-five percent (25%) on the one year anniversary from the date of the grant, and twenty-five percent (25%) on the second year anniversary from the date of the grant, subject to the director’s continued service on the Board of Directors on the applicable vesting dates. Total stock-based compensation for the six months ended June 30, 2021 was $719,791, of which $209,465 was classified as research and development expense and $510,326 was classified as general and administrative expense. Total stock-based compensation for the six months ended June 30, 2020 was $1,061,096, of which $398,840 was classified as research and development expense and $662,256 was classified as general and administrative expense. For the three months ended June 30, 2021, total stock-based compensation was $151,552, of which $35,763 was classified as research and development and $115,789 was classified as general and administrative expense.Stock-based compensation for the three months ended June 30, 2020, totaling $404,280, of which $161,642 was classified as research and development and $242,638 was classified as general and administrative expense. Restricted Stock Grants On July 13, 2021, the Company granted a total of 495,000 restricted stock units (RSUs) of which 425,000 were granted to seven Board members (including two executives), 60,000 to the Company’s CFO and 10,000 to two employees. The RSUs vest 50% upon the six month anniversary of the grant with the remaining 50% vesting upon the one year anniversary of the grant. |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
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 978,077 shares of Neurotrope Common Stock had entered into warrant amendment agreements, including holders of Series E Warrants to purchase 39,535 shares of common stock, Series F Warrants to purchase 155,917 shares of common stock, Series G Warrants to purchase 227,163 shares of common stock and Series H Warrants to purchase 555,462 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 1,257,604 shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $198.80 per warrant for 39,535 Series A Warrants; (ii) for the Neurotrope Series F Warrants (now the Company’s Series B Warrants), by dividing $100 million by 1,257,604 of shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $79.52 per warrant for 155,917 Series B Warrants; (iii) for the Neurotrope Series G Warrants (now the Company’s Series C Warrants), by dividing $50 million by 1,257,604 shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $39.76 per warrant for 227,163 Series C Warrants; and (iv) for the Neurotrope Series H Warrants (now the Company’s Series D Warrants), by dividing $20 million by 1,257,604 of shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $15.92 per warrant for 555,462 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 in the third quarter of 2020 was $1.7 million. Deemed distribution On December 7, 2020, pursuant to the Merger , the Company issued a total of 978,077 warrants to investors that elected to amend their existing Neurotrope warrants (see above) and a total of 52,983 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 in the fourth quarter of 2020. 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%. Outstanding Warrants As of June 30, 2021, the Company had warrants outstanding consisted of the following: Number of shares Warrants outstanding January 1, 2021 978,077 Warrants issued 6,898,451 Warrants exercised (941,394) Warrants outstanding June 30, 2021 6,935,134 Pursuant to the January 2021 private placement, the Company issued to investors Series E Warrants to purchase 2,333,908 shares of Common Stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement, Series F Warrants to purchase up to an aggregate of 2,567,299 shares of Common stock, with an exercise price of $6.90 per share (subject to adjustment), for a period of five years from the date of issuance and pre-funded Warrants to purchase 83,334 shares of Common Stock, with an exercise price of $0.01 per share (subject to adjustment), for a period of five years from the date of issuance. Of the total Series F Warrants, 233,391 were issued pursuant to the Company’s placement agent agreements for the private placement (See Note 6 – “January 2021 Private Placement” above). Pursuant to the June 2021 Private Placement, the Company issued to investors Series G Warrants to purchase up to an aggregate of 1,653,281 shares of Common stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of five years from the date of issuance and pre-funded June Warrants to purchase 66,251 shares of Common Stock, with an exercise price of $0.01 per share (subject to customary adjustment for stock splits, dividends, other), for a period of five years from the date of issuance. In addition, 152,378 warrants were issued pursuant to the Company’s Placement Agent Agreement for the private placement with an exercise price of $7.547 per share (See Note 6 – “June 2021 Private Placement” above). On February 16, 2021, pursuant to its advisory agreements, the Company issued warrants to purchase 35,000 share of Common Stock, with an exercise price of $11.46 per share, for a period of five years from the issuance date. On April 1, 2021, the Company issued warrants to purchase 7,000 shares of Common Stock, with an exercise price of $9.76 per share, for a period of five years from the issuance date. The Company used the Black-Scholes valuation model to calculate the value of these warrants issued to advisors during the six months ended June 30, 2021. The fair value of the warrants was estimated at the date of issuance using the following weighted average assumptions: Dividend yield 0%; Expected term five years; volatility based upon a blend of the Parent company’s and guideline company historical volatility 130.5%; and Risk-free interest rate of 0.63%. The total expense recorded in the six month period was approximately $397,000. During the three and six month periods ended June 30, 2021, 11 warrant holders exercised 675,001 Series E Warrants to purchase 675,001 shares of Common Stock at $8.51 per warrant and 11 warrant holders exercised 266,393 Series F Warrants to purchase 266,393 shares of Common Stock at $6.90per warrant. Total proceeds from these warrant exercises was approximately $7.6 million. Subsequent to period end, during July and August, 2021, five warrant holders exercised 79,169 Series E Warrants to purchase 79,169 shares of Common Stock at $8.51 per share and three warrant holders exercised 18,335 Series F Warrants to purchase 18,335 shares of Common Stock at $6.90 per share. Total cash proceeds from these warrant exercises was approximately $800,000. |
Parent Company Investment
Parent Company Investment | 6 Months Ended |
Jun. 30, 2021 | |
Parent Company Investment | |
Parent Company Investment | Note 9 - Parent Company Investment The components of the net transfers from parent for the three and six months ended June 30, 2021 and 2020 are as follows: Three months ended June 30, 2021 2020 Stock based compensation from Parent $ — $ 404,280 Consultant compensation paid with Parent equity — 150,529 Parent contributions — — Total $ — $ 554,809 Six months ended June 30, 2021 2020 Stock based compensation from Parent $ — $ 1,061,096 Consultant compensation paid with Parent equity — 267,459 Parent contributions — 16,519,988 Total $ — $ 17,848,543 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 – Subsequent Events Refer to Notes 1, 5, 6, 7 and 8 for disclosure of applicable subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 31, 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 for the period from January 1, 2020 through December 6, 2020 that is included in the results of operations for the six months ending June 30, 2020 and 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, Neurotrope 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. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company's financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2021 may not be indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited condensed financial statements and the notes to those statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K. |
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 June 30, 2021, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $9.0 million. In addition, approximately $22.7 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. |
Fixed Assets and Leases | Fixed Assets and Leases: 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 during the respective reporting periods. 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 |
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 June 30, 2021 and December 31, 2020. |
Loss Per Common Share | Loss Per Common Share: On the Spin Off date, 1,257,579 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. Penny warrants were included in the calculation of outstanding shares for purposes of basic loss per share. 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 The Company had federal and state net operating loss carryforwards for income tax purposes of approximately $77.8 million through June 30, 2021. The net operating loss carryforwards resulted in a deferred tax asset of approximately $19.4 million at June 30, 2021. 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. The Company (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, the Company believes 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, the Company 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 limited under Section 382 limitations although Section 382 studies have not been conducted to determine the actual limitations. 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. 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. |
Expense reimbursement for grant award | Expense reimbursement for grant award The Company reduces its research and development expenses by funding received or receivable from a National Institutes of Health (“NIH”) grant during the period that the expenses are incurred. The Company did not recognize any grant related expense reductions in the three and six months ended June 30, 2021. See Note 5, “ Clinical Trial Services Agreements Of the total $2.7 million available from the NIH grant, approximately $1 million was received for trial-related expenses incurred since grant inception to June 2021 with the remaining $1.7 million available for reimbursement during the period April 2021 to March 2022. During July and thru August 10, 2021, the Company received approximately $500,000 of the remaining $1.7 million NIH grant. 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 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, which reduces the number of accounting models for convertible instruments, amends diluted earnings per share calculations for convertible instruments and allows more contracts to qualify for equity classification. ASU 2020-06 will be effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is evaluating the adoption of ASU 2020-06. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stock Based Compensation | |
Schedule of Stock option activity | Number of shares Warrants outstanding January 1, 2021 978,077 Warrants issued 6,898,451 Warrants exercised (941,394) Warrants outstanding June 30, 2021 6,935,134 |
Schedule of stock outstanding under the plans | The following is a summary of stock option activity under the stock option plans for the six months ended June 30, 2021: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Exercise Term (in Shares Price (Years) millions) Options outstanding at January 1, 2021 — $ — — $ — Options granted 123,850 $ 9.84 Less options forfeited — $ — Less options expired/cancelled — $ — Less options exercised — $ — Options outstanding at June 30, 2021 123,850 $ 9.84 9.5 $ — Options exercisable at June 30, 2021 77,038 $ 9.84 9.5 $ — |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Warrants | |
Schedule of Common stock warrant activity | Number of shares Warrants outstanding January 1, 2021 978,077 Warrants issued 6,898,451 Warrants exercised (941,394) Warrants outstanding June 30, 2021 6,935,134 |
Parent Company Investment (Tabl
Parent Company Investment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Parent Company Investment | |
Schedule components of the net transfers | Three months ended June 30, 2021 2020 Stock based compensation from Parent $ — $ 404,280 Consultant compensation paid with Parent equity — 150,529 Parent contributions — — Total $ — $ 554,809 Six months ended June 30, 2021 2020 Stock based compensation from Parent $ — $ 1,061,096 Consultant compensation paid with Parent equity — 267,459 Parent contributions — 16,519,988 Total $ — $ 17,848,543 |
Organization, Business, Risks_2
Organization, Business, Risks and Uncertainties (Details) - USD ($) | Dec. 07, 2020 | Jan. 31, 2021 | Dec. 06, 2020 |
Number of shares for every five shares held | 1 | ||
Number of shares for every five shares of Neurcommon stock issuable upon conversion of preferred stock held | 1 | ||
Number of common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held | 1 | ||
Number of shares called for by warrants | 52,983 | ||
Warrants term | 5 years | ||
Spin-Off from Neurotrope | |||
Number of shares for every five shares held | 1 | ||
Number of shares for every five shares of Neurcommon stock issuable upon conversion of preferred stock held | 1 | ||
Number of common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held | 1 | ||
Excess of cash in operating assets And liabilities | $ 20,000,000 | ||
Number of shares called for by warrants | 4,889,158 | ||
Number of warrants | $ 977,831 | ||
Warrants term | 5 years |
Organization, Business, Risks_3
Organization, Business, Risks and Uncertainties - Liquidity Uncertainties (Details) - USD ($) | 2 Months Ended | 6 Months Ended | 15 Months Ended | |
Aug. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 31,702,086 | $ 31,702,086 | $ 5,795,055 | |
Cash and cash equivalents expected amount at financial reporting date | 32,100,000 | 32,100,000 | ||
Proceeds from exercise of investor warrants | $ 7,582,276 | |||
2020 Services Agreement | National Institutes of Health | ||||
Reimbursement of trial expenses | $ 1,000,000 | |||
Subsequent events | ||||
Inflow of cash due to warrant exercise and reimbursement of trial expense | $ 1,300,000 | |||
Proceeds from exercise of investor warrants | 800,000 | |||
Subsequent events | 2020 Services Agreement | National Institutes of Health | ||||
Reimbursement of trial expenses | $ 500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 07, 2020 | Jul. 23, 2020 | Aug. 10, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cash balance of insured FDIC amount | $ 9,000,000 | $ 9,000,000 | ||||||
Cash balance of uninsured amount | 22,700,000 | 22,700,000 | ||||||
Capitalized research and development services | 0 | 0 | $ 0 | |||||
Issue of Shares On Spin Off | 1,257,579 | |||||||
Net operating loss carryforwards | 77,800,000 | 77,800,000 | ||||||
Deferred tax assets of operating loss carryforwards | 19,400,000 | 19,400,000 | ||||||
Grants receivable | $ 0 | 0 | ||||||
Current Neurotrope stockholders | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issue of Shares On Spin Off | 1,257,579 | |||||||
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 | $ 2,700,000 | $ 2,700,000 | ||||||
Funding received in first year | $ 1,000,000 | |||||||
National Institutes of Health | 2020 Services Agreement | Subsequent events | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Funding received in first year | $ 500,000 | |||||||
National Institutes of Health | 2020 Services Agreement | Subsequent events | Forecast | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Funding received in first year | $ 500,000 | |||||||
Funding receivable in second year | $ 1,700,000 |
Collaborative Agreements and _2
Collaborative Agreements and Commitments (Details) - USD ($) | Aug. 05, 2021 | Jan. 19, 2017 | Jul. 14, 2014 | Jun. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Annual license maintenance fee | $ 10,000 | |||
Commitment To Pay Fees | 2,100,000 | |||
Stand Ford License Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty payment percentage | 3.00% | |||
Milestone payments made | $ 3,700,000 | |||
Payments for Royalties | 0 | |||
Mt. Sinai License Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payments made | 0 | |||
Payments for Royalties | 0 | |||
Payable of milestone payments | $ 2,000,000 | |||
Additional milestone payments | 1,500,000 | |||
Total services fees | 170,000 | |||
Licensing fees | 95,000 | |||
Development costs and patent fees | $ 75,000 | |||
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] | ||||
Payments for Royalties | $ 1,000,000 | |||
Percentage of Gross Revenue | 2.00% | |||
Other Income | $ 0 | |||
Nemours Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cost on Trail and investigation new drug documentation expenses | $ 700,000 | |||
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) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transactions and Licensing / Research Agreements | ||||
Number of statements | 0 | 0 | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Oct. 01, 2021USD ($) | Aug. 10, 2021USD ($) | Jul. 23, 2021USD ($) | Jul. 01, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 07, 2020USD ($)shares | Dec. 01, 2020shares | Jul. 23, 2020USD ($)item | Feb. 01, 2020USD ($) | Jun. 05, 2019USD ($)shares | Jun. 01, 2019USD ($) | Aug. 04, 2016USD ($) | Apr. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Apr. 30, 2021USD ($) | Apr. 01, 2021$ / sharesshares | Feb. 16, 2021$ / sharesshares | Jan. 31, 2021$ / shares | Jan. 16, 2021$ / sharesshares | Jan. 31, 2020shares |
Other Commitments [Line Items] | |||||||||||||||||||||||||
Issuance of warrants for consulting fees | $ 52,681 | $ 396,848 | |||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
Funding receivable in year two | $ 127,445 | ||||||||||||||||||||||||
Clinical trial expenses | $ 986,280 | $ 600,065 | $ 2,138,060 | $ 993,310 | |||||||||||||||||||||
Monthly installment of annual consulting fee | $ 17,500 | ||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 52,983 | ||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Subsequent events | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Separation benefits reimbursed by Metuchen pursuant to Merger | $ 213,700 | ||||||||||||||||||||||||
Consulting Agreement with SM Capital Management, LLC [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Contract Payments, Term | 1 year | ||||||||||||||||||||||||
Annual consulting fee | $ 120,000 | ||||||||||||||||||||||||
Consultancy fees | $ 30,000 | $ 60,000 | |||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 10,000 | ||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Consultancy fees | 153,867 | 459,700 | |||||||||||||||||||||||
Payments for consulting per month | $ 25,000 | ||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
Warrants term following the effective date | 3 months | ||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 20,000 | ||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 4,500 | 4,500 | 25,000 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 8.80 | $ 11.46 | |||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC [Member] | Subsequent events | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 4,500 | ||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.76 | ||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Consultancy fees | 54,815 | 189,148 | |||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||
Warrants term following the effective date | 3 months | 3 months | |||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 12,000 | $ 8,000 | |||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,200 | 2,500 | 10,000 | 2,500 | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 8.80 | $ 11.46 | |||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc [Member] | Subsequent events | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Issuance of warrants for consulting fees | $ 5,800 | ||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 20,000 | ||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 5,800 | ||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.76 | ||||||||||||||||||||||||
2020 Services Agreement | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Target enrollment of study subjects | item | 100 | ||||||||||||||||||||||||
Total estimated budget for the services | $ 9,600,000 | ||||||||||||||||||||||||
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 | 1,000,000 | |||||||||||||||||||||||
Funding receivable in year two | $ 1,700,000 | ||||||||||||||||||||||||
Amount funded against the total trial cost | 3,900,000 | 3,900,000 | |||||||||||||||||||||||
Clinical trial expenses | $ 4,000,000 | 745,000 | 1,600,000 | ||||||||||||||||||||||
Clinical expenses credited against WCT prepayments | 30 | ||||||||||||||||||||||||
WCT prepayment | 2,021,000,000 | 2,021,000,000 | |||||||||||||||||||||||
WCT prepayments included as a prepaid expense and other current assets | 500,000 | 500,000 | |||||||||||||||||||||||
WCT payments included in accounts payable | $ 468,000 | 468,000 | |||||||||||||||||||||||
2020 Services Agreement | National Institutes of Health | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Total estimated budget for the services | $ 6,900,000 | ||||||||||||||||||||||||
Amount of award received | $ 2,700,000 | 2,700,000 | |||||||||||||||||||||||
Clinical trial expenses | $ 4,000,000 | ||||||||||||||||||||||||
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% | ||||||||||||||||||||||||
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 | 1 | ||||||||||||||||||||||||
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 | 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 | ||||||||||||||||||||||||
Separation benefits reimbursed by Metuchen pursuant to Merger | $ 99,000 | $ 332,000 | |||||||||||||||||||||||
Charles Ryan Separation Agreement | Subsequent events | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Separation benefits reimbursed by Metuchen pursuant to Merger | $ 427,400 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Dec. 07, 2020shares | Jun. 30, 2021Vote$ / sharesshares | Jan. 21, 2021$ / shares | Dec. 31, 2020$ / sharesshares |
Issue of shares on spin off | 1,257,579 | |||
Spin Off Ratio | 0.20 | |||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Votes per share of common stock | Vote | 1 | |||
Common stock, shares issued | 1,257,579 | 6,038,798 | 1,257,579 | |
Common stock, shares outstanding | 6,038,798 | 1,257,579 | ||
Spin-Off from Neurotrope | ||||
Common stock, shares issued | 1,257,579 |
Stockholders' Equity - January
Stockholders' Equity - January 2021 Private Placement (Details) | Jun. 14, 2021USD ($)$ / sharesshares | May 19, 2021 | Jan. 21, 2021USD ($)$ / sharesshares | Jan. 13, 2021USD ($)$ / sharesshares | Jun. 30, 2021$ / sharesshares | Aug. 31, 2021$ / sharesshares | Jan. 31, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 07, 2020shares |
Class of Stock [Line Items] | |||||||||
Aggregate number of shares authorized to issue under purchase agreement | 2,417,242 | ||||||||
Warrants to purchase shares of common stock | 52,983 | ||||||||
Share price | $ / shares | $ 0.01 | ||||||||
Common share issuable upon exercise of warrants | 52,983 | ||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||
Common stock, par value | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Reverse Stock Split, conversion ratio | 0.25 | ||||||||
Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse Stock Split, conversion ratio | 1.5 | ||||||||
Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse Stock Split, conversion ratio | 20 | ||||||||
Placement Agents | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 152,378 | ||||||||
Percentage of offering fees on aggregate price of warrant exercise | 10.00% | ||||||||
Period within which future financing should be consummated | 18 months | ||||||||
Common share issuable upon exercise of warrants | 152,378 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||
Warrants exercise period | 5 years | ||||||||
Percentage of offering fees in cash | 10.00% | ||||||||
Percentage of offering fees in warrants | 10.00% | ||||||||
Securities Purchase Agreements | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercise period | 5 years | ||||||||
Combined purchase price of common stock and warrants | $ / shares | $ 7.547 | $ 6 | |||||||
Gross proceeds in offering | $ | $ 12,500,000 | $ 14,000,000 | |||||||
Net proceeds in offering | $ | $ 11,200,000 | $ 12,500,000 | |||||||
Securities Purchase Agreements | Placement Agents | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||||
Warrants exercise period | 5 years | ||||||||
Percentage of offering fees in cash | 10.00% | ||||||||
Percentage of offering fees in warrants | 10.00% | ||||||||
Shareholder Rights Plan | |||||||||
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 | ||||||||
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 | $ / shares | $ 0.0001 | ||||||||
Rights Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Number of One-Thousandth share of Series A Preferred stock Issued In Right | 1 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Purchase price of right | $ | 20 | ||||||||
Prefunded warrants | Securities Purchase Agreements | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate number of shares authorized to issue under purchase agreement | 1,653,281 | ||||||||
Warrants exercise price | $ / shares | $ 0.01 | ||||||||
Series E Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 675,001 | ||||||||
Common share issuable upon exercise of warrants | 675,001 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | |||||||
Series E Warrants | Subsequent events | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 79,169 | ||||||||
Common share issuable upon exercise of warrants | 79,169 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||
Series E Warrants | Securities Purchase Agreements | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 2,333,908 | ||||||||
Common share issuable upon exercise of warrants | 2,333,908 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||
Warrants exercise period | 12 months | ||||||||
Series G Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 66,251 | ||||||||
Common share issuable upon exercise of warrants | 66,251 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||
Series G Warrants | Securities Purchase Agreements | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate number of shares authorized to issue under purchase agreement | 1,653,281 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||
Series F Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 266,393 | 2,567,299 | |||||||
Common share issuable upon exercise of warrants | 266,393 | 2,567,299 | |||||||
Warrants exercise price | $ / shares | $ 6.90 | $ 6.90 | |||||||
Series F Warrants | Subsequent events | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants to purchase shares of common stock | 18,335 | ||||||||
Common share issuable upon exercise of warrants | 18,335 | ||||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||||
Series F Warrants | Securities Purchase Agreements | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate number of shares authorized to issue under purchase agreement | 2,333,908 | ||||||||
Share price | $ / shares | $ 6.90 | ||||||||
Warrants exercise period | 5 years |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | Jul. 13, 2021directoremployeeshares | Apr. 07, 2021shares | Apr. 06, 2021director$ / sharesshares | Mar. 12, 2021shares | Jan. 13, 2021USD ($)employeedirector$ / sharesshares | Dec. 07, 2020shares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 250,000 | ||||||||||
Aggregate of shares of common stock | 625,000 | ||||||||||
Number of options granted | 123,850 | ||||||||||
Exercise price | $ / shares | $ 9.84 | ||||||||||
Exercise price | $ / shares | $ 9.84 | $ 9.84 | $ 0 | ||||||||
2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate of shares of common stock | 7,500 | ||||||||||
Number of options granted | 116,350 | ||||||||||
Stock options expense | $ | $ 151,552 | $ 404,280 | $ 719,791 | $ 1,061,096 | |||||||
Dividend yield | 0.00% | ||||||||||
Expected term | 5 years 2 months 12 days | ||||||||||
Volatility | 129.90% | ||||||||||
Risk-free interest rate | 0.51% | ||||||||||
Fair value of options granted | $ | $ 1,054,000 | ||||||||||
Exercise price of stock options | $ / shares | $ 9.80 | ||||||||||
Expiration period | 10 years | 10 years | |||||||||
Number of options vested | 103,775 | ||||||||||
Number of director | director | 5 | 6 | |||||||||
Number of employee | employee | 4 | ||||||||||
Exercise price | $ / shares | $ 9.84 | ||||||||||
2020 Equity Incentive Plan | Research and development | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options expense | $ | 35,763 | 161,642 | 209,465 | 398,840 | |||||||
2020 Equity Incentive Plan | General and administrative | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options expense | $ | $ 115,789 | $ 242,638 | $ 510,326 | $ 662,256 | |||||||
2020 Equity Incentive Plan | Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 12,575 | 12,575 | |||||||||
RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 495,000 | ||||||||||
Number of director | director | 7 | ||||||||||
Number of executive directors | director | 2 | ||||||||||
RSU's | 2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of employee | employee | 2 | ||||||||||
Director | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 425,000 | ||||||||||
Nonemployee directors | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 1,500 | ||||||||||
Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 1,200 | ||||||||||
Stock option grant authorized for service on a committee of the Board of Directors | 300 | ||||||||||
Employee | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 10,000 | ||||||||||
CFO | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 60,000 | ||||||||||
First anniversary from Start Date | 2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||
First anniversary from Start Date | Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||
Second anniversary from Start Date | 2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||
Second anniversary from Start Date | Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, 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% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||
Third anniversary from Start Date | Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, 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% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||
First anniversary of grant date | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||
Six month anniversary of grant date | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock option activity under the stock option plans (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Options outstanding at the beginning | 0 | |
Options granted | 123,850 | |
Options outstanding at the end | 123,850 | 0 |
Options exercisable at the end | 77,038 | |
Weighted-Average Exercise Price | ||
Options outstanding at the beginning (in dollars per share) | $ 0 | |
Options granted (in dollars per share) | 9.84 | |
Options outstanding at the end (in dollars per share) | 9.84 | $ 0 |
Options exercisable at the end (in dollars per share) | $ 9.84 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Options outstanding at the end (in years) | 9 years 6 months | 0 years |
Options exercisable at the end (in years) | 9 years 6 months | |
Aggregate Intrinsic Value | ||
Options outstanding at the end (in dollars) | $ 0 |
Common Stock Warrants - Common
Common Stock Warrants - Common stock warrant activity (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Common Stock Warrants | |
Warrants outstanding January 1, 2021 | 978,077 |
Warrants issued | 6,898,451 |
Warrants exercised | (941,394) |
Warrants outstanding June 30, 2021 | 6,935,134 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Aug. 31, 2021USD ($)item$ / sharesshares | Jun. 30, 2021USD ($)item$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)item$ / sharesshares | Apr. 01, 2021$ / sharesshares | Feb. 16, 2021USD ($)item$ / sharesshares | Jan. 31, 2021$ / sharesshares | Dec. 07, 2020USD ($)shares | Oct. 26, 2020shares | |
Warrants outstanding | 83,334 | 978,077 | 978,077 | ||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Warrants issued | 6,898,451 | ||||||||
Warrants term | 5 years | ||||||||
Exercise price to purchase shares | $ | $ 2,430,000 | ||||||||
Spin-Off Ratio | 0.20 | ||||||||
Total expense | $ | $ 1,700,000 | ||||||||
Warrants to purchase shares of common stock | 52,983 | ||||||||
Proceeds from Warrant Exercises | $ | $ 7,582,276 | ||||||||
Subsequent events | |||||||||
Number Of Warrant Holders Who Exercised Warrants | item | 5 | ||||||||
Proceeds from Warrant Exercises | $ | $ 800,000 | ||||||||
Series A Warrants | |||||||||
Exercise price of warrants before amendment | $ / shares | $ 198.80 | $ 198.80 | |||||||
Warrants to purchase shares of common stock | 39,535 | 39,535 | |||||||
Series B Warrants | |||||||||
Exercise price of warrants before amendment | $ / shares | $ 79.52 | $ 79.52 | |||||||
Warrants to purchase shares of common stock | 155,917 | 155,917 | |||||||
Series C Warrants | |||||||||
Exercise price of warrants before amendment | $ / shares | $ 39.76 | $ 39.76 | |||||||
Warrants to purchase shares of common stock | 227,163 | 227,163 | |||||||
Series D Warrants | |||||||||
Exercise price of warrants before amendment | $ / shares | $ 15.92 | $ 15.92 | |||||||
Warrants to purchase shares of common stock | 555,462 | 555,462 | |||||||
Series H Warrants | |||||||||
Warrants outstanding | 555,462 | ||||||||
Stock Issued During Period, Shares, New Issues | 1,257,604 | ||||||||
Exercise price to purchase shares | $ | $ 20,000,000 | $ 20,000,000 | |||||||
Series G Warrants | |||||||||
Warrants outstanding | 1,653,281 | 1,653,281 | 227,163 | ||||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | |||||||
Stock Issued During Period, Shares, New Issues | 1,257,604 | ||||||||
Warrants term | 5 years | 5 years | |||||||
Exercise price to purchase shares | $ | $ 50,000,000 | $ 50,000,000 | |||||||
Warrants to purchase shares of common stock | 66,251 | 66,251 | |||||||
Series F Warrants | |||||||||
Warrants outstanding | 266,393 | 266,393 | 233,391 | 155,917 | |||||
Warrants exercise price | $ / shares | $ 6.90 | $ 6.90 | $ 6.90 | ||||||
Stock Issued During Period, Shares, New Issues | 1,257,604 | ||||||||
Warrants term | 5 years | ||||||||
Exercise price to purchase shares | $ | $ 100,000,000 | $ 100,000,000 | |||||||
Warrants to purchase shares of common stock | 266,393 | 266,393 | 2,567,299 | ||||||
Number Of Warrant Holders Who Exercised Warrants | item | 11 | 11 | |||||||
Series F Warrants | Subsequent events | |||||||||
Warrants outstanding | 18,335 | ||||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||||
Warrants to purchase shares of common stock | 18,335 | ||||||||
Number Of Warrant Holders Who Exercised Warrants | item | 3 | ||||||||
Series E Warrants | |||||||||
Warrants outstanding | 675,001 | 675,001 | 2,333,908 | 39,535 | |||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | $ 8.51 | ||||||
Stock Issued During Period, Shares, New Issues | 1,257,604 | ||||||||
Warrants term | 12 months | ||||||||
Exercise price to purchase shares | $ | $ 250,000,000 | $ 250,000,000 | |||||||
Warrants to purchase shares of common stock | 675,001 | 675,001 | |||||||
Number Of Warrant Holders Who Exercised Warrants | item | 11 | 11 | |||||||
Series E Warrants | Subsequent events | |||||||||
Warrants outstanding | 79,169 | ||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||
Warrants to purchase shares of common stock | 79,169 | ||||||||
Dividend yield | |||||||||
Spin-Off Ratio | 0 | 0 | 0 | ||||||
Warrants, measurement input | item | 0 | ||||||||
Expected term | |||||||||
Warrants term | 5 years | ||||||||
Warrants, measurement input | $ | 5 | ||||||||
Expected term | Minimum | |||||||||
Warrants term | 2 months 12 days | 2 months 12 days | |||||||
Expected term | Maximum | |||||||||
Warrants term | 10 years | 10 years | |||||||
Volatility | |||||||||
Spin-Off Ratio | 115 | ||||||||
Warrants, measurement input | item | 130.5 | ||||||||
Volatility | Minimum | |||||||||
Spin-Off Ratio | 31.75 | 31.75 | |||||||
Volatility | Maximum | |||||||||
Spin-Off Ratio | 112.3 | 112.3 | |||||||
Risk-free interest rate | |||||||||
Spin-Off Ratio | 0.40 | ||||||||
Warrants, measurement input | item | 0.63 | ||||||||
Risk-free interest rate | Minimum | |||||||||
Spin-Off Ratio | 0.11 | 0.11 | |||||||
Risk-free interest rate | Maximum | |||||||||
Spin-Off Ratio | 0.42 | 0.42 | |||||||
Placement Agent Agreement [Member] | |||||||||
Warrants outstanding | 152,378 | 152,378 | |||||||
Warrants exercise price | $ / shares | $ 7.547 | $ 7.547 | |||||||
Advisory Agreements [Member] | |||||||||
Warrants exercise price | $ / shares | $ 9.76 | $ 11.46 | |||||||
Warrants term | 5 years | ||||||||
Total expense | $ | $ 397,000 | ||||||||
Warrants to purchase shares of common stock | 7,000 | 35,000 |
Parent Company Investment (Deta
Parent Company Investment (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Parent Company Investment | ||
Stock based compensation from Parent | $ 404,280 | $ 1,061,096 |
Consultant compensation paid with Parent equity | 150,529 | 267,459 |
Parent contributions | 16,519,988 | |
Total | $ 554,809 | $ 17,848,543 |