Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40738 | |
Entity Registrant Name | RENOVORX, INC. | |
Entity Central Index Key | 0001574094 | |
Entity Tax Identification Number | 27-1448452 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4546 El Camino Real | |
Entity Address, Address Line Two | Suite B1 | |
Entity Address, City or Town | Los Altos | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94022 | |
City Area Code | (650) | |
Local Phone Number | 284-4433 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RNXT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,066,863 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 13,121 | $ 15,192 |
Prepaid expenses and other current assets | 822 | 1,089 |
Total current assets | 13,943 | 16,281 |
Leasehold improvements, net | 3 | 6 |
Total assets | 13,946 | 16,287 |
Current liabilities: | ||
Accounts payable | 729 | 525 |
Accrued expenses | 677 | 413 |
Total liabilities | 1,406 | 938 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized at March 31, 2022 and December 31, 2021; 9,029,305 and 8,933,989 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 36,826 | 36,632 |
Accumulated deficit | (24,287) | (21,284) |
Total stockholders’ equity | 12,540 | 15,349 |
Total liabilities and stockholders’ equity | $ 13,946 | $ 16,287 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value, per share | $ 0.0001 | $ 0.0001 |
Common stock, shares, authorized | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 9,029,305 | 8,933,989 |
Common stock, shares, outstanding | 9,029,305 | 8,933,989 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 1,289 | $ 635 |
General and administrative | 1,716 | 418 |
Total operating expenses | 3,005 | 1,053 |
Loss from operations | (3,005) | (1,053) |
Interest income (expense), net | 1 | (230) |
Other income (expense), net | 1 | (5) |
Gain on loan extinguishment | 140 | |
Total other income (expense), net | 2 | (95) |
Net loss | $ (3,003) | $ (1,148) |
Net loss per share, basic and diluted | $ (0.33) | $ (0.51) |
Weighted-average shares of common stock outstanding, basic and diluted | 8,992,404 | 2,241,749 |
Condensed Statements of Convert
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member]Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 12,451 | $ 1 | $ 303 | $ (14,960) | $ (14,656) |
Beginning balance, shares at Dec. 31, 2020 | 3,535,469 | 2,233,139 | |||
Issuance of common stock upon exercise of stock options | 34 | 34 | |||
Issuance of common stock upon exercise of stock options, shares | 50,058 | ||||
Stock-based compensation expense | 8 | 8 | |||
Net loss | (1,148) | (1,148) | |||
Ending balance, value at Mar. 31, 2021 | $ 12,451 | $ 1 | 345 | (16,108) | (15,762) |
Ending balance, shares at Mar. 31, 2021 | 3,535,469 | 2,283,197 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1 | 36,632 | (21,284) | 15,349 | |
Beginning balance, shares at Dec. 31, 2021 | 8,933,989 | ||||
Issuance of common stock upon exercise of stock options | 26 | $ 26 | |||
Issuance of common stock upon exercise of stock options, shares | 91,816 | 91,816 | |||
Issuance of restricted stock awards | 14 | $ 14 | |||
Issuance of restricted stock awards, shares | 3,500 | ||||
Stock-based compensation expense | 154 | 154 | |||
Net loss | (3,003) | (3,003) | |||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 36,826 | $ (24,287) | $ 12,540 | |
Ending balance, shares at Mar. 31, 2022 | 9,029,305 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (3,003,000) | $ (1,148,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 168,000 | 8,000 |
Amortization on leasehold improvement | 3,000 | |
Loss on change in fair value of derivative liability | 5,000 | |
Gain on loan extinguishment from PPP loan | (140,000) | |
Amortization of debt issuance cost | 5,000 | |
Amortization of debt discount | 188,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 267,000 | (1,000) |
Other assets | (321,000) | |
Accounts payable | 204,000 | 310,000 |
Accrued expenses | 264,000 | 102,000 |
Net cash used in operating activities | (2,097,000) | (992,000) |
Financing activities | ||
Proceeds from exercise of common stock options | 26,000 | 34,000 |
Net cash provided by financing activities | 26,000 | 34,000 |
Decrease in cash and cash equivalents | (2,071,000) | (958,000) |
Cash, cash equivalents, beginning of period | 15,192,000 | 1,795,000 |
Cash, cash equivalents, end of period | 13,121,000 | 837,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Derivative liability | 861,000 | |
Supplemental disclosure of non-cash activity: | ||
Debt issuance costs – Convertible Notes | $ 6,000 |
Business and Principal Activiti
Business and Principal Activities | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Principal Activities | 1. Business and Principal Activities Description of Business RenovoRx, Inc. (the “Company”) was incorporated in the state of Delaware in December 2012 and operates from its headquarters in Los Altos, California. The Company is a clinical-stage biopharmaceutical company focused on developing therapies for the local treatment of solid tumors and conducting a Phase 3 pancreatic cancer clinical trial for its lead product candidate RenovoGem™. The Company’s therapy platform, RenovoRx Trans-Arterial Micro-Perfusion, or RenovoTAMP™, utilizes approved chemotherapeutics with validated mechanisms of action and well-established safety and side effect profiles, with the goal of increasing their efficacy, improving their safety, and widening their therapeutic window. Initial Public Offering On August 25, 2021, the Company’s Registration Statement on Form S-1 (File No. 333-258071) relating to its initial public offering (“IPO”) was declared effective, and its shares of common stock began trading on the Nasdaq Capital Market on August 26, 2021. In connection with the IPO, the Company issued and sold an aggregate of 1,850,000 9.00 10.80 five years 277,500 198,875 10.80 The Company received aggregate gross proceeds of $ 16.7 1.3 0.8 14.6 3,535,469 5.3 converted at a 20% and 12.5% discount to the IPO price, respectively, into an aggregate of 708,820 10.80 Reverse Stock Split On August 5, 2021, the Company effected a 1-for-5 reverse stock split Liquidity and Capital Resources From the Company’s inception through March 31, 2022, it has raised an aggregate of $ 35.0 13.1 The Company has incurred significant losses and negative cash flows from operations since its inception. For the three months ended March 31, 2022, the Company reported a net loss of $ 3.0 24.3 The Company has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, including the effects of the ongoing novel coronavirus (“COVID-19”) pandemic, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ deficit and future access to capital. Based upon the Company’s current operating plan, management believes that its existing cash and cash equivalents as of March 31, 2022 will be sufficient to allow the Company to fund operating, investing and financing cash flow needs for at least twelve months from the date of issuance of these unaudited condensed interim financial statements. The accompanying unaudited condensed interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying unaudited condensed interim financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Unaudited Condensed Interim Financial Information The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally included in unaudited condensed interim financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited condensed interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The condensed balance sheet as of December 31, 2021, is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Emerging Growth Company and Smaller Reporting Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Recent Accounting Pronouncement The Company’s significant accounting policies are detailed in its Annual Report on Form 10 -K for the year ended There have been significant changes to the Company’s significant accounting policies during the months ended from those disclosed in its Annual Report on Form -K. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements As of March 31, 2022 and December 31, 2021, the Company held $ 12.9 15.0 The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands): Schedule of Assets Measured at Fair Value on Recurring Basis Fair Value Measurements at March 31, 2022 using: Assets: Level 1 Level 2 Level 3 Total Money market account $ 12,898 $ - $ - $ 12,898 $ 12,898 $ $ - $ 12,898 Fair Value Measurements at December 31, 2021 using: Assets: Level 1 Level 2 Level 3 Total Money market account $ 14,997 $ - $ - $ 14,997 $ 14,997 $ - $ - $ 14,997 There were no transfers among Level 1, Level 2 or Level 3 categories during any of the periods presented. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. Accrued Expenses The components of accrued expenses as of March 31, 2022 and December 31, 2021 are as follows (in thousands): Schedule of Accrued Expenses March 31, 2022 December 31, 2021 Clinical trial $ 412 $ 358 Employee benefits 154 33 Other 111 22 Total accrued expenses $ 677 $ 413 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2022 and no material legal proceedings are subsequently outstanding or pending. Guarantees and Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. As permitted under Delaware law and in accordance with its bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its officers and directors. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments that the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company is not currently aware of any indemnification claims. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of March 31, 2022. Operating Leases The Company leases its headquarters in Los Altos, California under a one-year operating lease agreement which expires on May 31, 2022 18,000 11,000 |
Equity Incentive Plan - Stock-B
Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants | 6. Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants 2021 Omnibus Equity Incentive Plan On July 19, 2021, the Company’s Board of Directors adopted the RenovoRx, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan, which became effective immediately prior to the closing of the IPO, initially reserved 2,185,832 10,832 268,020 A summary of the stock option activity for the three months ended March 31, 2022 is as follows: Summary of Stock Option Award Activity Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 926,379 $ 2.08 6.47 $ 2,856 Granted 159,041 $ 3.17 - $ - Exercised (91,816 ) $ 0.28 - $ - Forfeited (626 ) $ 0.65 - $ - Expired - $ - - $ - Outstanding as of March 31, 2022 992,978 $ 2.42 6.92 $ 1,308 Exercisable as of March 31, 2022 578,419 $ 1.04 5.58 $ 1,239 Vested and expected to vest as of March 31, 2022 968,228 $ 2.42 7.09 $ 1,296 As of March 31, 2022, there was $ 1.2 2.87 For the three months ended March 31, 2022 and 2021, the Company utilized the Black-Scholes option-pricing model for estimating the fair value of the stock option granted. The Company estimated the fair value of each option grant on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Schedule of Estimate Fair Value of Stock Options Three Months Ended March 31, 2022 2021 Volatility 41.66 42.13 % 42.00 % Expected life (years) 5.00 – 10.00 5.51 Risk-free interest rate 0.62 1.00 % 0.72 % Dividend rate – % – % During the three months ended March 31, 2022, and 2021, the Company recognized $ 168,000 8,000 The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations during the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Stock Based Compensation Expense 2022 2021 Three Months Ended 2022 2021 Research and development $ 45 $ 2 General and administrative 123 6 Total stock-based compensation expense $ 168 $ 8 Common Stock Warrants In August 2021, in connection with the IPO, the Company issued warrants to purchase 3,035,195 198,875 August 25, 2026 2,588,120 August 31, 2026 The following is a summary of the common stock warrant activity during the three months ended March 31, 2022. Schedule of Warrant Activity Shares Issuable Upon Exercise of Outstanding Warrants Weighted-Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Outstanding as of December 31, 2021 2,786,995 $ 10.80 4.67 $ 30,100 Issued - $ - - $ - Exercised - $ - - $ - Expired - $ - - $ - Outstanding as of March 31, 2022 2,786,995 $ 10.80 4.42 $ 30,100 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company had no income tax expense for the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022 and 2021, the Company had a net operating loss (“NOL”) for each period that generated deferred tax assets for NOL carryforwards. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statements and income tax carrying values using tax rates in effect for the years such differences are expected to reverse. Due to uncertainties surrounding our ability to generate future taxable income and consequently realize such deferred income tax assets, the Company has determined that it is more-likely-than-not that these deferred tax assets will not be realized. Accordingly, the Company has established a full valuation allowance against its deferred tax assets as of March 31, 2022. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the three months ended March 31, 2022 and 2021, the Company had no |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share Basic and diluted net loss per common share was calculated as follows (in thousands except share and per share amounts): Schedule of Computation of Basic and Diluted Net Loss Per Share 2022 2021 Three Months Ended 2022 2021 Numerator: Net loss $ (3,003 ) $ (1,148 ) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 8,992,404 2,241,749 Net loss per share – basic and diluted $ (0.33 ) $ (0.51 ) For the three months ended March 31, 2022 and 2021, the Company had a net loss and as such, all potentially dilutive securities were excluded from the calculation of diluted net loss per share as the inclusion would be anti-dilutive. Potentially dilutive securities not included in the computation of diluted net loss per share are as follows (in common stock equivalent shares): Schedule of Potentially Anti Dilutive Securities 2022 2021 As of March 31, 2022 2021 Convertible preferred stock — 3,535,469 Options to purchase common stock 589,885 951,133 Total 589,885 4,862,602 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions In January 2018, the Company entered into a consulting agreement with one of the Company’s co-founders, Dr. Ramtin Agah, pursuant to which Dr. Agah provides consulting services as the Company’s Chief Medical Officer by overseeing Company-sponsored clinical trials. The Agreement, which was amended on September 1, 2019, and November 11, 2021, continues in force for as long as Dr. Agah is providing consulting services and may be terminated by either party on thirty (30) days’ notice. Dr. Agah was awarded (i) options to purchase 60,000 40,000 25% 20,000 52,203 21,398 4,000 10,000 21,667.67 24,083.33 72,000 30,000 Kamran Najmabadi, another co-founder of the Company, has served as our consulting technical engineering advisor on manufacturing and intellectual property matters since January 2020. Mr. Najmabadi served as the Company’s Chief Executive Officer from its inception in December 2009 until January 2013; Chief Technical and Operations Officer from January 2013 until January 2019; and Chief Technology Officer from January 2019 to January 2020. He currently receives cash compensation of $ 3,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Unaudited Condensed Interim Financial Information | Basis of Presentation and Unaudited Condensed Interim Financial Information The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally included in unaudited condensed interim financial statements prepared in accordance with GAAP have been condensed or omitted. The unaudited condensed interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. The condensed balance sheet as of December 31, 2021, is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Emerging Growth Company and Smaller Reporting Company Status | Emerging Growth Company and Smaller Reporting Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Recent Accounting Pronouncement | Recent Accounting Pronouncement The Company’s significant accounting policies are detailed in its Annual Report on Form 10 -K for the year ended There have been significant changes to the Company’s significant accounting policies during the months ended from those disclosed in its Annual Report on Form -K. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands): Schedule of Assets Measured at Fair Value on Recurring Basis Fair Value Measurements at March 31, 2022 using: Assets: Level 1 Level 2 Level 3 Total Money market account $ 12,898 $ - $ - $ 12,898 $ 12,898 $ $ - $ 12,898 Fair Value Measurements at December 31, 2021 using: Assets: Level 1 Level 2 Level 3 Total Money market account $ 14,997 $ - $ - $ 14,997 $ 14,997 $ - $ - $ 14,997 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The components of accrued expenses as of March 31, 2022 and December 31, 2021 are as follows (in thousands): Schedule of Accrued Expenses March 31, 2022 December 31, 2021 Clinical trial $ 412 $ 358 Employee benefits 154 33 Other 111 22 Total accrued expenses $ 677 $ 413 |
Equity Incentive Plan - Stock_2
Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Award Activity | A summary of the stock option activity for the three months ended March 31, 2022 is as follows: Summary of Stock Option Award Activity Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 926,379 $ 2.08 6.47 $ 2,856 Granted 159,041 $ 3.17 - $ - Exercised (91,816 ) $ 0.28 - $ - Forfeited (626 ) $ 0.65 - $ - Expired - $ - - $ - Outstanding as of March 31, 2022 992,978 $ 2.42 6.92 $ 1,308 Exercisable as of March 31, 2022 578,419 $ 1.04 5.58 $ 1,239 Vested and expected to vest as of March 31, 2022 968,228 $ 2.42 7.09 $ 1,296 |
Schedule of Estimate Fair Value of Stock Options | For the three months ended March 31, 2022 and 2021, the Company utilized the Black-Scholes option-pricing model for estimating the fair value of the stock option granted. The Company estimated the fair value of each option grant on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Schedule of Estimate Fair Value of Stock Options Three Months Ended March 31, 2022 2021 Volatility 41.66 42.13 % 42.00 % Expected life (years) 5.00 – 10.00 5.51 Risk-free interest rate 0.62 1.00 % 0.72 % Dividend rate – % – % |
Schedule of Stock Based Compensation Expense | The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations during the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Stock Based Compensation Expense 2022 2021 Three Months Ended 2022 2021 Research and development $ 45 $ 2 General and administrative 123 6 Total stock-based compensation expense $ 168 $ 8 |
Schedule of Warrant Activity | The following is a summary of the common stock warrant activity during the three months ended March 31, 2022. Schedule of Warrant Activity Shares Issuable Upon Exercise of Outstanding Warrants Weighted-Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Outstanding as of December 31, 2021 2,786,995 $ 10.80 4.67 $ 30,100 Issued - $ - - $ - Exercised - $ - - $ - Expired - $ - - $ - Outstanding as of March 31, 2022 2,786,995 $ 10.80 4.42 $ 30,100 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per common share was calculated as follows (in thousands except share and per share amounts): Schedule of Computation of Basic and Diluted Net Loss Per Share 2022 2021 Three Months Ended 2022 2021 Numerator: Net loss $ (3,003 ) $ (1,148 ) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 8,992,404 2,241,749 Net loss per share – basic and diluted $ (0.33 ) $ (0.51 ) |
Schedule of Potentially Anti Dilutive Securities | Potentially dilutive securities not included in the computation of diluted net loss per share are as follows (in common stock equivalent shares): Schedule of Potentially Anti Dilutive Securities 2022 2021 As of March 31, 2022 2021 Convertible preferred stock — 3,535,469 Options to purchase common stock 589,885 951,133 Total 589,885 4,862,602 |
Business and Principal Activi_2
Business and Principal Activities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2021 | Aug. 25, 2021 | Aug. 05, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 10.80 | $ 10.80 | |||||
Over allotment option to purchase | 91,816 | ||||||
Stockholders equity, reverse stock split | 1-for-5 reverse stock split | ||||||
Cash and cash equivalents, at carrying value | $ 13,121 | $ 15,192 | |||||
Net loss | 3,003 | $ 1,148 | |||||
Retained earnings | 24,287 | $ 21,284 | |||||
Underwriter [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of warrant or right, number of securities called by each warrant or right | 3,035,195 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 1,850,000 | ||||||
Sale of stock, price per share | $ 9 | ||||||
Aggregate gross proceeds | $ 16,700 | ||||||
Underwriting discounts and commissions | 1,300 | ||||||
Other expenses | 800 | ||||||
Net proceeds from intial public offering | $ 14,600 | ||||||
Conversion of stock, shares issued | 3,535,469 | ||||||
Debt conversion, converted instrument, amount | $ 5,300 | ||||||
Debt instrument, description | converted at a 20% and 12.5% discount to the IPO price, respectively, into an aggregate of 708,820 units. Each unit consisted of (a) one share of common stock and (b) one five-year warrant to purchase one share of common stock at an exercise price equal to $10.80 per share | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 708,820 | ||||||
Proceeds from sale of equity | $ 35,000 | ||||||
IPO [Member] | Underwriter [Member] | Over Allotment Options [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Over allotment option to purchase | 277,500 | ||||||
IPO [Member] | Underwriter [Member] | Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 10.80 | ||||||
Class of warrant or right, number of securities called by each warrant or right | 198,875 | ||||||
IPO [Member] | Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 10.80 | ||||||
Warrants and rights outstanding, term | 5 years |
Schedule of Assets Measured at
Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 12,898 | $ 14,997 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 12,898 | 14,997 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 12,898 | 14,997 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 12,898 | 14,997 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Money market funds, at carrying value | $ 12.9 | $ 15 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Clinical trial | $ 412 | $ 358 |
Employee benefits | 154 | 33 |
Other | 111 | 22 |
Total accrued expenses | $ 677 | $ 413 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, operating lease, description | The Company leases its headquarters in Los Altos, California under a one-year operating lease agreement which expires on May 31, 2022 | |
Operating lease, rent expense | $ 18,000 | $ 11,000 |
Summary of Stock Option Award A
Summary of Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of stock options outstanding, beginning balance | 926,379 | |
Weighted average exercise price outstanding, beginning balance | $ 2.08 | |
Weighted average remaining contractual life | 6 years 11 months 1 day | 6 years 5 months 19 days |
Aggregate intrinsic value outstanding, beginning balance | $ 2,856 | |
Number of stock options, granted | 159,041 | |
Weighted average exercise price, granted | $ 3.17 | |
Number of stock options, exercised | (91,816) | |
Weighted average exercise price, exercised | $ 0.28 | |
Number of stock options, forfeited | (626) | |
Weighted average exercise price, forfeited | $ 0.65 | |
Number of stock options, expired | ||
Weighted average exercise price, expired | ||
Number of stock options outstanding, ending balance | 992,978 | 926,379 |
Weighted average exercise price outstanding, ending balance | $ 2.42 | $ 2.08 |
Aggregate intrinsic value outstanding, ending balance | $ 1,308 | $ 2,856 |
Number of stock options, exercisable | 578,419 | |
Weighted average exercise price, exercisable | $ 1.04 | |
Weighted average remaining contractual life, exercisable | 5 years 6 months 29 days | |
Aggregate intrinsic value, exercisable | $ 1,239 | |
Number of stock options, vested and expected to vest | 968,228 | |
Weighted average exercise price, vested and expected to vest | $ 2.42 | |
Weighted average remaining contractual life, vested and expected | 7 years 1 month 2 days | |
Aggregate intrinsic value, vested and expected to vest | $ 1,296 |
Schedule of Estimate Fair Value
Schedule of Estimate Fair Value of Stock Options (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility rate, minimum | 41.66% | |
Volatility rate, maximum | 42.13% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.00% | |
Expected life (years) | 5 years 6 months 3 days | |
Risk-free interest rate, minimum | 0.62% | |
Risk-free interest rate, maximum | 1.00% | |
Risk-free interest rate | 0.72% | |
Dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (years) | 5 years | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (years) | 10 years |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 168,000 | $ 8,000 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 45,000 | 2,000 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 123,000 | $ 6,000 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Warrants outstanding, beginning balance | 2,786,995 |
Weighted average exercise price, beginning balance | $ / shares | $ 10.80 |
Weighted average remaining contractual life, beginning | 4 years 8 months 1 day |
Warrant, aggregate intrinsic value | $ | $ 30,100 |
Warrants outstanding, beginning balance | |
Warrants outstanding, exercised | |
Warrants outstanding, expired | |
Warrants outstanding, ending balance | 2,786,995 |
Weighted average exercise price, ending balance | $ / shares | $ 10.80 |
Weighted average remaining contractual life, ending | 4 years 5 months 1 day |
Warrant, aggregate intrinsic value | $ | $ 30,100 |
Equity Incentive Plan - Stock_3
Equity Incentive Plan - Stock-Based Compensation Expense and Common Stock Warrants (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Aug. 31, 2021 | Jul. 19, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized stock based compensation expense | $ 1,200,000 | ||||
Weighted average period | 2 years 10 months 13 days | ||||
Share based compensation expense | $ 168,000 | $ 8,000 | |||
Underwriter [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Class of warrant or right, number of securities called by each warrant or right | 3,035,195 | ||||
Underwriter [Member] | Warrant One [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Class of warrant or right, number of securities called by each warrant or right | 198,875 | ||||
Warrants and rights outstanding, maturity date | Aug. 25, 2026 | ||||
Underwriter [Member] | Warrant Two [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Class of warrant or right, number of securities called by each warrant or right | 2,588,120 | ||||
Warrants and rights outstanding, maturity date | Aug. 31, 2026 | ||||
2021 Omnibus Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares reserved | 268,020 | 2,185,832 | |||
Common shares reserved but unissued | 10,832 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Schedule of Computation of Basi
Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,003) | $ (1,148) |
Weighted average shares used in computing net loss per share – basic and diluted | 8,992,404 | 2,241,749 |
Net loss per share – basic and diluted | $ (0.33) | $ (0.51) |
Schedule of Potentially Anti Di
Schedule of Potentially Anti Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 589,885 | 4,862,602 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,535,469 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 589,885 | 951,133 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||
Jul. 31, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2019 | Dec. 31, 2018 | May 31, 2017 | |
Related Party Transaction [Line Items] | |||||||||||
Share based compensation arrangement by share based payment award, options, outstanding, number | 992,978 | 926,379 | |||||||||
Dr.Agah [Member] | Consulting Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share based compensation arrangement by share based payment award, options, outstanding, number | 40,000 | 21,398 | 52,203 | 20,000 | 60,000 | ||||||
Share based compensation arrangement by share based payment award, award vesting rights, percentage | 25.00% | ||||||||||
Deferred compensation arrangement with individual, cash award granted, amount | $ 21,667.67 | $ 10,000 | $ 4,000 | ||||||||
Dr.Agah [Member] | Consulting Agreement [Member] | IPO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Deferred compensation arrangement with individual, cash award granted, amount | $ 24,083.33 | ||||||||||
Consulting fees | $ 72,000 | $ 30,000 | |||||||||
Najmabadi [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Deferred compensation arrangement with individual, cash award granted, amount | $ 3,000 |